Exhibit 99.1C
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and
effective as of March 20, 1997, between GMAC Commercial Mortgage Corporation as
seller (the "Seller") and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. as purchaser (the
"Purchaser").
The Seller desires to sell, assign, transfer and otherwise convey to the
Purchaser, and the Purchaser desires to purchase, subject to the terms and
conditions set forth below, the multifamily and commercial mortgage loans (the
"Mortgage Loans") identified on the schedule annexed hereto as Exhibit A (the
"Mortgage Loan Schedule").
It is expected that the Mortgage Loans will be transferred, together with
other multifamily and commercial mortgage loans (the "Other Loans") to a trust
fund (the "Trust Fund") to be formed by the Purchaser, beneficial ownership of
which will be evidenced by a series of mortgage pass-through certificates (the
"Certificates"). Certain classes of the Certificates will be rated by Duff &
▇▇▇▇▇▇ Credit Rating Co. ("DCR") and ▇▇▇▇▇'▇ Investors Service Inc. ("Moody's"
and, together with DCR, the "Rating Agencies"). Certain classes of the
Certificates (the "Registered Certificates") will be registered under the
Securities Act of 1933, as amended (the "Securities Act"). The Trust Fund will
be created and the Certificates will be issued pursuant to a pooling and
servicing agreement to be dated as of March 1, 1997 (the "Pooling and Servicing
Agreement"), among the Purchaser as depositor, the Seller as master servicer and
as special servicer, LaSalle National Bank as trustee (the "Trustee") and ABN
AMRO Bank N.V. as fiscal agent (the "Fiscal Agent"). Capitalized terms not
otherwise defined herein, including without limitation in the Exhibits hereto,
have the meanings assigned to them in the Pooling and Servicing Agreement.
The Purchaser intends to sell the Registered Certificates to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
& Co. Incorporated (the "Underwriter") pursuant to an underwriting agreement
dated the date hereof (the "Underwriting Agreement"), among the Purchaser and
the Underwriter. The Purchaser intends to sell the remaining Certificates (the
"Non-Registered Certificates") to the Underwriter pursuant to a certificate
purchase agreement dated the date hereof (the "Certificate Purchase Agreement"),
between the Purchaser and the Underwriter.
It is a condition to the Purchaser's acquisition of the Mortgage Loans
that, unless the Purchaser or the Underwriter agree otherwise, the Seller will
purchase from the Underwriter the classes of Non-Registered Certificates that
are designated as the Class H and Class J Certificates at the price set forth in
the trade ticket dated March 20, 1997, from the Underwriter to the Seller.
Now, therefore, in consideration of the premises and the mutual agreements
set forth herein, the parties agree as follows:
SECTION 1. AGREEMENT TO PURCHASE.
The Seller agrees to sell, assign, transfer and otherwise convey to the
Purchaser, and the Purchaser agrees to purchase, the Mortgage Loans. The
purchase and sale of the Mortgage Loans shall take place on March 26, 1997 or
such other date as shall be mutually acceptable to the parties hereto (the
"Closing Date"). As of the close of business on March 1, 1997 (the "Cut-off
Date"), the Mortgage Loans will have an aggregate principal balance (the
"Aggregate Cut-off Date Balance"), after application of all payments of
principal due thereon on or before such date, whether or not received, of
$223,431,545, subject to a variance of plus or minus 5%. The purchase price (the
"Aggregate Purchase Price") for the Mortgage Loans shall be the dollar amount
determined as described in that certain "Flow of Funds" dated as of March 20,
1997 and in conformity with the terms of that certain Letter of Understanding
dated February 6, 1997 (the "Letter of Understanding"), among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Mortgage Capital Inc., ContiFinancial and the Seller. The Aggregate Purchase
Price shall be paid to the Seller on the Closing Date by wire transfer of
immediately available funds in accordance with the written instructions given to
the Purchaser by the Seller at least two (2) business days prior to the Closing
Date.
SECTION 2. CONVEYANCE OF MORTGAGE LOANS.
a. Effective as of the Closing Date, subject only to receipt and acceptance
by the Seller on the Closing Date of the Aggregate Purchase Price for the
Mortgage Loans referred to in Section 1 hereof, the Seller does hereby sell,
transfer, assign, set over and otherwise convey to the Purchaser, without
recourse, all the right, title and interest of the Seller in and to the Mortgage
Loans identified on the Mortgage Loan Schedule as of such date, including all
interest and principal received or receivable by the Seller on or with respect
to the Mortgage Loans after the Cut-off Date, together with all of the Seller's
right, title and interest in and to the proceeds of any related title, hazard,
or other insurance policies and any escrow, reserve or other comparable accounts
related to the Mortgage Loans. The Purchaser shall be entitled to (and, to the
extent received by or on behalf of the Seller, the Seller shall deliver or cause
to be delivered to or at the direction of the Purchaser or any subsequent owner
of the related Mortgage Loan including without limitation the Trustee) all
scheduled payments of principal and interest due on the Mortgage Loans after the
Cut-off Date, and all other recoveries of principal and interest collected
thereon after the Cut-off Date; provided that all scheduled payments of
principal and interest due thereon on or before the Cut-off Date and collected
after the Cut-off Date shall belong to the Seller.
b. In connection with the Seller's assignment pursuant to subsection (a)
above, the Seller shall on or before the Closing Date deliver to and deposit
with, or cause to be delivered to and deposited with, the Trustee (with a copy
to the Master Servicer) the Mortgage File (as described on Exhibit B hereto) for
each Mortgage Loan so assigned. If the Seller cannot so deliver, or cause to be
delivered, as to any Mortgage Loan, the original or a copy of any of the
documents and/or instruments referred to in clauses (ii), (iv), (viii), (xi)(A)
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and (xii) of Exhibit B, with evidence of recording or filing, as the case may
be, thereon, solely because of a delay caused by the public recording or filing
office where such document or instrument has been delivered for recordation or
filing, the delivery requirements of this Section 2(b) shall be deemed to have
been satisfied as to such missing item, and such missing item shall be deemed to
have been included in the related Mortgage File, provided that the Seller has
delivered to the Trustee on or before the Closing Date a copy of such document
or instrument (without evidence of recording or filing thereon, but certified
(which certificate may relate to multiple documents and/or instruments) by the
Seller to be a true and complete copy of the original thereof submitted for
recording or filing, as the case may be), and the Seller shall deliver to or at
the direction of the Purchaser (or any subsequent owner of the affected Mortgage
Loan, including without limitation the Trustee), promptly following the receipt
thereof, the original of such missing document or instrument (or a copy thereof)
with evidence of recording or filing, as the case may be, thereon. If the Seller
cannot so deliver, or cause to be delivered, as to any Mortgage Loan, the
original or a copy of the related lender's title insurance policy referred to in
clause (ix) of Exhibit B solely because such policy has not yet been issued, the
delivery requirements of this Section 2(b) shall be deemed to be satisfied as to
such missing item, and such missing item shall be deemed to have been included
in the related Mortgage File, provided that the Seller has delivered to the
Trustee on or before the Closing Date a commitment for title insurance
"marked-up" at the closing of such Mortgage Loan, and the Seller shall deliver
to or at the direction of the Purchaser (or any subsequent owner of the affected
Mortgage Loan, including without limitation the Trustee), promptly following the
receipt thereof, the original related lender's title insurance policy (or a copy
thereof). In addition, notwithstanding anything to the contrary contained
herein, if there exists with respect to any group of related
cross-collateralized Mortgage Loans only one original of any document referred
to in Exhibit B covering all the Mortgage Loans in such group, then the
inclusion of the original of such document in the Mortgage File for any of the
Mortgage Loans in such group shall be deemed an inclusion of such original in
the Mortgage File for each such Mortgage Loan.
c. As to each Mortgage Loan, the Seller shall be responsible for all costs
associated with the recording or filing, as the case may be, of each assignment
referred to in clauses (iii) and (v) of Exhibit B and each UCC-2 and UCC-3, if
any, referred to in clause (xi)(B) of Exhibit B; provided that the Seller shall
not be responsible for actually recording or filing any such document or
instrument. If any such document or instrument is lost or returned unrecorded or
unfiled, as the case may be, because of a defect therein, the Seller shall
promptly prepare or cause the preparation of a substitute therefor or cure or
cause the curing of such defect, as the case may be, and shall thereafter
deliver the substitute or corrected document to or at the direction of the
Purchaser (or any subsequent owner of the affected Mortgage Loan, including
without limitation the Trustee) for recording or filing, as appropriate, at the
Seller's expense.
d. All documents and records in the Seller's possession (or under its
control) relating to the Mortgage Loans that are not required to be a part of a
Mortgage File in
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accordance with Exhibit B (all such other documents and records, as to any
Mortgage Loan, the "Servicing File"), together with all escrow payments, reserve
funds and other comparable funds in the possession of the Seller (or under its
control) with respect to the Mortgage Loans, shall (unless they are held by a
sub-servicer that will, as of the Closing Date, act on behalf of the Master
Servicer pursuant to a written agreement between such parties) be delivered by
the Seller (or its agent) to the Purchaser (or its designee) no later than the
Closing Date. If a sub-servicer will, as of the Closing Date, act on behalf of
the Master Servicer with respect to any Mortgage Loan pursuant to a written
agreement between such parties, the Seller shall deliver a copy of the related
Servicing File to the Master Servicer.
e. The Seller's records will reflect the transfer of the Mortgage Loans to
the Purchaser as a sale.
SECTION 3. EXAMINATION OF MORTGAGE LOAN FILES AND DUE DILIGENCE REVIEW.
The Seller shall reasonably cooperate with any examination of the Mortgage
Files and Servicing Files and any other due diligence with respect to the
Mortgage Loans that may be undertaken by or on behalf of the Purchaser. The fact
that the Purchaser has conducted or has failed to conduct any partial or
complete examination of the Mortgage Files and/or Servicing Files or any other
due diligence with respect to the Mortgage Loans shall not affect the right of
the Purchaser or any of its successors and assigns (including without limitation
the Trustee) to pursue any remedy available in equity or at law for a breach of
the Seller's representations, warranties and covenants set forth in or
contemplated by Section 4.
SECTION 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER.
a. The Seller hereby makes, as of the date hereof and as of the Closing
Date (or as of such other date specifically provided in the particular
representation or warranty), to and for the benefit of the Purchaser, and its
successors and assigns (including without limitation the Trustee and the holders
of the Certificates), each of the representations and warranties set forth in
Exhibit C, with such changes or modifications as may be permitted or required by
the Rating Agencies.
b. In addition, the Seller, as of the date hereof and as of the Closing
Date, hereby represents and warrants to, and covenants with, the Purchaser that:
i. The Seller is a corporation duly organized, validly existing and in
good standing under the laws of the State of California. The Seller has the
requisite power and authority and legal right to own the Mortgage Loans and
to transfer and convey the Mortgage Loans to the Purchaser and has the
requisite power and authority and legal right to execute and
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deliver, engage in the transactions contemplated by, and perform and
observe the terms and conditions of, this Agreement.
ii. This Agreement has been duly and validly authorized, executed and
delivered by the Seller, all requisite action by the Seller has been taken
in connection therewith, and (assuming the due authorization, execution and
delivery hereof by the Purchaser) this Agreement constitutes the valid,
legal and binding agreement of the Seller, enforceable against the Seller
in accordance with its terms, except as such enforcement may be limited by
(A) laws relating to bankruptcy, insolvency, reorganization, receivership
or moratorium, (B) other laws relating to or affecting the rights of
creditors generally, (C) general equity principles (regardless of whether
such enforcement is considered in a proceeding in equity or at law) or (D)
public policy considerations underlying the securities laws to the extent
that such public policy considerations limit the enforceability of the
provisions of this Agreement that purport to provide indemnification from
liabilities under applicable securities laws.
iii. No consent, approval, authorization or order of, registration or
filing with, or notice to, any governmental authority or court, is
required, under federal or state law, for the execution, delivery and
performance of or compliance by the Seller with this Agreement, or the
consummation by the Seller of any transaction contemplated hereby, other
than (1) the filing or recording of financing statements, instruments of
assignment and other similar documents necessary in connection with
Seller's sale of the Mortgage Loans to the Purchaser, (2) such consents,
approvals, authorizations, qualifications, registrations, filings or
notices as have been obtained or made and (3) where the lack of such
consent, approval, authorization, qualification, registration, filing or
notice would not have a material adverse effect on the performance by the
Seller under this Agreement.
iv. Neither the transfer of the Mortgage Loans to the Purchaser, nor
the execution, delivery or performance of this Agreement by the Seller,
conflicts or will conflict with, results or will result in a breach of, or
constitutes or will constitute a violation of or default under (A) any term
or provision of the Seller's organizational documents, (B) any term or
provision of any material agreement, contract, instrument or indenture, to
which the Seller is a party or which may be applicable to the Seller or any
of its assets, or (C) any law, rule, regulation, order, judgment, writ,
injunction or decree of any court or governmental authority having
jurisdiction over the Seller or its assets, which conflict, breach,
violation or default could materially and adversely affect the condition
(financial or otherwise) or the operation of the Seller or its assets or
could materially and adversely affect its ability to perform its
obligations and duties hereunder.
v. Any financial statements delivered by the Seller to the Purchaser
fairly present the pertinent results of operations and changes in financial
position for each of the periods covered thereby and the financial position
at the end of each such period of the
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Seller and have been prepared in accordance with generally accepted
accounting principles consistently applied throughout the periods involved,
except as set forth in the notes thereto.
vi. There has been no change in the business, operations, financial
condition, properties or assets of the Seller since the date of the
Seller's most recent financial statements delivered to the Purchaser that
could have a material and adverse effect on the ability of the Seller to
perform its obligations under this Agreement.
vii. There are no actions or proceedings against, or investigations
of, the Seller pending or, to the Seller's knowledge, threatened against
the Seller before any court, administrative agency or other tribunal, the
outcome of which could reasonably be expected to adversely affect the
transfer of the Mortgage Loans to the Purchaser or the execution or
delivery by, or enforceability against, the Seller of this Agreement or to
have an effect on the financial condition of the Seller that would
materially and adversely affect the ability of the Seller to perform its
obligations under this Agreement.
viii. The Seller has not dealt with any broker, investment banker,
agent or other person, except for the Purchaser, the Underwriter or any of
their respective affiliates, that may be entitled to any commission or
compensation in connection with the sale of the Mortgage Loans.
ix. The transfer of the Mortgage Loans to the Purchaser on the Closing
Date will be treated by the Seller for financial accounting and reporting
purposes as a sale of assets.
x. The transfer, assignment and conveyance of the Mortgage Loans by
the Seller pursuant to this Agreement are not subject to the bulk transfer
or any similar statutory provisions in effect in any relevant jurisdiction,
except such as may have been complied with.
xi. Insofar as it relates to the Mortgage Loans, the related Mortgaged
Properties and/or the related Mortgagors, the information set forth on the
Master Tape (as defined in Section 9) is true and correct in all material
respects.
xii. Insofar as it relates to the Mortgage Loans, the related
Mortgaged Properties, the related Mortgagors and/or the Seller, the
information set forth (A) in the Prospectus Supplement and the Memorandum
(each as defined in Section 9) under the headings "Summary--The Mortgage
Pool", "Risk Factors--The Mortgage Loans" and "Description of the Mortgage
Pool" and (B) on Appendix II to the Prospectus Supplement and, to the
extent consistent therewith, on the Diskette, does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided that no representation or warranty
is made as to the accuracy of any such information that represents
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an aggregation of, or the result of any calculations based upon, the
information set forth on the Master Tape. Insofar as it relates to other
mortgage loans owned or serviced by the Seller, the information set forth
in the Prospectus Supplement and the Memorandum under the headings
"Description of the Mortgage Pool--The Sellers--GMACCM" and "Servicing of
the Mortgage Loans--GMAC Commercial Mortgage Corporation", does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
xiii. The Seller does not believe, nor does it have any reason to
believe, that it cannot perform in all material respects each and every
covenant on its part in this Agreement.
c. Upon discovery by any of the parties hereto of a breach of any of the
representations and warranties made pursuant to and set forth in subsection (b)
above which materially and adversely affects the interests of the Purchaser or a
breach of any of the representations and warranties made pursuant to subsection
(a) above and set forth in Exhibit C which materially and adversely affects the
value of any Mortgage Loan or the interests therein of the Purchaser or its
successors and assigns (including without limitation the Trustee and the holders
of the Certificates), the party discovering such breach shall give prompt
written notice to the other party hereto.
SECTION 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER.
a. The Purchaser, as of the date hereof and as of the Closing Date, hereby
represents and warrants to, and covenants with, the Seller that:
i. The Purchaser is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware.
ii. The Purchaser has full power and authority to acquire the Mortgage
Loans, to execute and deliver this Agreement and to enter into and
consummate all transactions contemplated by this Agreement. The Purchaser
has duly authorized the execution, delivery and performance of this
Agreement and has duly executed and delivered this Agreement. This
Agreement, assuming due authorization, execution and delivery by the
Seller, constitutes the valid and binding obligation of the Purchaser,
enforceable against the Purchaser in accordance with its terms, except as
such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting the enforcement
of creditors' rights generally and by general principles of equity,
regardless of whether such enforcement is considered in a proceeding in
equity or at law.
iii. No consent, approval, authorization or order of, registration or
filing with, or notice to, any governmental authority or court, is
required, under federal or
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state law, for the execution, delivery and performance of or compliance by
the Purchaser with this Agreement, or the consummation by the Purchaser of
any transaction contemplated hereby, which has not been obtained or made by
the Purchaser.
iv. The execution, delivery and performance of this Agreement by the
Purchaser will not violate the Purchaser's articles of incorporation or
by-laws or constitute a default under, or result in a breach of, any
material agreement or instrument to which the Purchaser is a party or which
may be applicable to the Purchaser or its assets.
v. The Purchaser is not in violation of, and its execution and
delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, rule,
writ, injunction, or any order or decree of any court, or any order or
regulation of any federal, state or municipal government agency having
jurisdiction over the Purchaser or its assets, which violation could
materially and adversely affect the condition (financial or otherwise) or
the operation of the Purchaser or its assets or could materially and
adversely affect its ability to perform its obligations and duties
hereunder.
vi. There are no actions or proceedings against, or investigations of,
the Purchaser pending or, to the Purchaser's knowledge, threatened against
the Purchaser before any court, administrative agency or other tribunal,
the outcome of which could reasonably be expected to adversely affect the
transfer of the Mortgage Loans, the issuance of the Certificates, or the
execution, delivery or enforceability of this Agreement or to have an
effect on the financial condition of the Purchaser that would materially
and adversely affect the ability of the Purchaser to perform its obligation
under this Agreement.
vii. The Purchaser does not believe, nor does it have any reason to
believe, that it cannot perform in all material respects each and every
covenant on its part in this Agreement.
b. Upon discovery by any of the parties hereto of a breach of any of the
representations and warranties set forth above which materially and adversely
affects the interests of the Seller, the party discovering such breach shall
give prompt written notice to the other party hereto.
SECTION 6. REMEDIES FOR BREACH OF REPRESENTATION
a. The Seller acknowledges that the Purchaser will make for
the benefit of the holders of the Certificates, whether directly or by way of
assignment of its rights hereunder to the Trustee, the representations and
warranties set forth on Exhibit C hereto.
b. If any document required to be delivered to the Trustee pursuant to
Section 2 is not delivered as and when required, contains information that does
not conform to
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the corresponding information in the Mortgage Loan Schedule, is not properly
executed or is defective on its face (any such omission, nonconformity or other
defect, a "Document Defect"), or if there is a breach of any of the
representations and warranties required to be made by the Seller regarding the
characteristics of the Mortgage Loans and/or the related Mortgaged Properties as
set forth in Exhibit C hereto, and in either case such Document Defect or breach
materially and adversely affects the interests of the holders of the
Certificates (a "Material Document Defect" and a "Material Breach",
respectively), the party discovering such Material Document Defect or Material
Breach shall (or is required by the terms of the Pooling and Servicing Agreement
to) promptly notify the other parties, and the Seller shall be required to cure
such Material Document Defect or Material Breach in all material respects within
the applicable Permitted Cure Period. If any such Material Document Defect or
Material Breach cannot be corrected or cured in all material respects within the
applicable Permitted Cure Period, the Seller shall, not later than the last day
of such Permitted Cure Period, (i) repurchase the affected Mortgage Loan from
the Purchaser or its assignee at the applicable Purchase Price (as defined in
the Pooling and Servicing Agreement), or (ii) if within the three-month period
commencing on the Closing Date (or within the two-year period commencing on the
Closing Date if the related Mortgage Loan is a "defective obligation" within the
meaning of Section 860(a)(4)(B) (ii) of the Internal Revenue Code of 1986 (the
"Code") and Treasury Regulation Section 1.860G-2(f), at its option, replace such
Mortgage Loan with a Qualifying Substitute Mortgage Loan (as defined in the
Pooling and Servicing Agreement) and pay any corresponding Substitution
Shortfall Amount (also as defined in the Pooling and Servicing Agreement). The
Seller agrees that any such repurchase or substitution shall be completed in
accordance with and subject to the terms and conditions of the Pooling and
Servicing Agreement.
In addition, if any Mortgage Loan is secured by a Mortgage that does not
constitute a valid first lien upon the related Mortgaged Property, including all
buildings located thereon and all fixtures attached thereto, such lien being
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, (C) exceptions and exclusions
specifically referred to in the lender's title insurance policy issued or, as
evidenced by a "marked-up" commitment, to be issued in respect of such Mortgage
Loan and (D) other matters to which like properties are commonly subject (the
exceptions set forth in the foregoing clauses (A), (B), (C) and (D)
collectively, "Permitted Encumbrances"), or if the insurer that issued the Title
Policy referred to in clause (vi) of Exhibit C hereto in respect of any Mortgage
Loan was not qualified to do business in the state in which the related
Mortgaged Property is located, and in either case such failure materially and
adversely affects the interests of holders of Certificates (any such failure
that materially and adversely affects the interests of holders of Certificates,
also a "Material Breach"), the Seller shall be required to cure such Material
Breach in all material respects within the applicable Permitted Cure Period. If
any such Material Breach cannot be corrected or cured in all material respects
within the applicable Permitted Cure Period, the Seller shall, not later than
the last day of such Permitted Cure Period, (i) repurchase the affected Mortgage
Loan from the Purchaser or its
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assignee at the applicable Purchase Price or (ii) if within the three-month
period commencing on the Closing Date (or within the two-year period commencing
on the Closing Date if the related Mortgage Loan is a "defective obligation"
within the meaning of Section 860(a)(4)(B)(ii) of the Code and Treasury
Regulation Section 1.860G-2(f), at its option, replace such Mortgage Loan with a
Qualifying Substitute Mortgage Loan and pay any corresponding Substitution
Shortfall Amount. The Seller agrees that any such repurchase or substitution
shall be completed in accordance with and subject to the terms and conditions of
the Pooling and Servicing Agreement.
For purposes of the foregoing, and subject to the following paragraph, the
"Permitted Cure Period" applicable to any Material Document Defect or Material
Breach in respect of any Mortgage Loan shall be the 90-day period immediately
following the earlier of the discovery by the Seller or receipt by the Seller of
notice of such Material Document Defect or Material Breach, as the case may be;
provided that if such Material Document Defect or Material Breach, as the case
may be, cannot be corrected or cured in all material respects within such 90-day
period, but it is reasonably likely that such Material Document Defect or
Material Breach, as the case may be, could be corrected or cured within 180 days
of the earlier of discovery by the Seller and receipt by the Seller of notice of
such Material Document Defect or Material Breach, as the case may be, and the
Seller is diligently attempting to effect such correction or cure, then the
applicable Permitted Cure Period shall, with the consent of the Purchaser or its
assignee (which consent shall not be unreasonably withheld), be extended for an
additional 90 days.
Notwithstanding the preceding provisions of this Section 6(b), if any
Material Document Defect or Material Breach would cause any Mortgage Loan to be
other than a "qualified mortgage" within the meaning of Section 860G(a)(3) of
the Code, then any cure of such Material Document Defect or Material Breach, as
the case may be, as contemplated above must be completed within 90 days of the
Closing Date, and any repurchase or substitution of such Mortgage Loan as
contemplated above must occur within 90 days of the initial discovery of such
Material Document Defect or Material Breach, as the case may be, by any of the
Seller, the Purchaser, the Trustee, the Master Servicer, the Special Servicer or
the Fiscal Agent.
The obligations of the Seller set forth in this Section 6(b) to cure a
Material Document Defect or a Material Breach or repurchase or replace a
defective Mortgage Loan constitute the sole remedies of the Purchaser or its
assignees with respect to a Material Document Defect or Material Breach;
provided, that this limitation shall not in any way limit the Purchaser's rights
or remedies upon breach of any other representation, warranty or covenant by the
Seller set forth in this Agreement (other than those set forth in Exhibit C).
c. The Purchaser shall cause the Pooling and Servicing Agreement to provide
that the Trustee (or the Master Servicer or the Special Servicer on its behalf)
shall give
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prompt notice to the Seller of its discovery of any Material Document Defect or
Material Breach .
d. If the Seller repurchases or replaces any Mortgage Loan pursuant to this
Section 6, the Purchaser or its assignee, following receipt by the Trustee of
the Purchase Price therefor (or, in the case of a substitution, following
receipt by the Trustee of the Mortgage File for the Qualifying Substitute
Mortgage Loan and any corresponding Substitution Shortfall Amount), promptly
shall deliver or cause to be delivered to the Seller all Mortgage Loan documents
with respect to the Mortgage Loan that is being repurchased or replaced, and
each document that constitutes a part of the Mortgage File that was endorsed or
assigned to the Trustee shall be endorsed and assigned to the Seller in the same
manner.
SECTION 7. CLOSING.
The closing of the sale of the Mortgage Loans (the "Closing") shall be held
at the offices of Sidley & Austin, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at
10:00 a.m., New York City time, on the Closing Date.
The Closing shall be subject to each of the following conditions:
i. All of the representations and warranties of the Seller and the
Purchaser specified herein shall be true and correct as of the
Closing Date, and the Aggregate Cut-off Date Balance shall be
within the range permitted by Section 1 of this Agreement;
ii. All documents specified in Section 8 of this Agreement (the
"Closing Documents"), in such forms as are agreed upon and
acceptable to the Purchaser, shall be duly executed and delivered
by all signatories as required pursuant to the respective terms
thereof;
iii. The Seller shall have delivered and released to the Trustee, the
Purchaser or the Purchaser's designee, as the case may be, all
documents and funds required to be so delivered pursuant to Section
2 hereof;
iv. The result of any examination of the Mortgage Files and Servicing
Files performed by or on behalf of the Purchaser pursuant to
Section 3 hereof shall be satisfactory to the Purchaser in its sole
determination;
v. The Aggregate Purchase Price shall have been paid as provided in
Section 2;
vi. All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been
complied
- 12 -
with, and the Seller shall have the ability to comply with all
terms and conditions and perform all duties and obligations
required to be complied with or performed after the Closing Date;
vii. The Seller shall have paid or agreed to pay all fees, costs and
expenses payable by it to the Purchaser pursuant to this Agreement;
viii. Unless the Purchaser or the Underwriter agrees otherwise, the
Seller shall have purchased from the Underwriter the Non-Registered
Certificates that are designated as the Class H and Class J
Certificates at the price set forth in the trade ticket dated March
20, 1997, from the Underwriter to the Seller; and
ix. Neither the Underwriting Agreement nor the Certificate Purchase
Agreement shall have been terminated in accordance with its terms.
Both parties agree to use their best efforts to perform their respective
obligations hereunder in a manner that will enable the Purchaser to purchase the
Mortgage Loans on the Closing Date.
SECTION 8. CLOSING DOCUMENTS.
The Closing Documents shall consist of the following:
i. This Agreement duly executed and delivered by the Purchaser and the
Seller;
ii. An Officer's Certificate substantially in the form of Exhibit D-1
hereto, executed by the Secretary or an assistant secretary of the
Seller, and dated the Closing Date, and upon which the Purchaser
and the Underwriter may rely, attaching thereto as exhibits the
organizational documents of the Seller and a resolution from the
Seller's board of directors authorizing the transactions
contemplated hereby;
iii. A certificate of good standing regarding the Seller from the
Secretary of State for the State of California, dated not earlier
than 30 days prior to the Closing Date;
iv. A certificate of the Seller substantially in the form of Exhibit
D-2 hereto, executed by an executive officer or authorized
signatory of the Seller and dated the Closing Date, and upon which
the Purchaser and the Underwriter may rely;
- 13 -
v. Written opinions of counsel for the Seller, substantially in the
form of Exhibits D-3A and D-3B hereto and subject to such
reasonable assumptions and qualifications as may be requested by
counsel for the Seller and acceptable to counsel for the Purchaser,
each dated the Closing Date and addressed to the Purchaser and the
Underwriter;
vi. Any other opinions of counsel for the Seller required by the Rating
Agencies in connection with the issuance of the Certificates, each
of which shall include the Purchaser and the Underwriter as an
addressee; and
vii. A letter or letters obtained by the Purchaser and the Seller, among
others, from Deloitte & Touche, L.L.P., certified public
accountants, dated the dates of the Prospectus Supplement and the
Memorandum (each as defined in Section 9), to the effect that they
have performed certain specified procedures as a result of which
they have determined that certain information of an accounting,
financial or statistical nature set forth in the Prospectus
Supplement and the Memorandum under the captions "Summary-- The
Mortgage Pool," "Description of the Mortgage Pool" and "Risk
Factors-- The Mortgage Loans" agrees with the records of the
Seller;
viii. A confidentiality agreement executed by the Seller and the
Purchaser relating to the Seller's purchase of certain of the
Non-Registered Certificates, substantially in the form of Exhibit E
hereto; and
ix. Such further certificates, opinions and documents as the Purchaser
may reasonably request.
SECTION 9. INDEMNIFICATION.
a. The Seller shall indemnify and hold harmless the Purchaser, its
respective officers and directors, and each person, if any, who controls the
Purchaser within the meaning of either Section 15 of the Securities Act or
Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), against any and all losses, claims, damages or liabilities, joint or
several, to which they or any of them may become subject under the Securities
Act, the Exchange Act or other federal or state statutory law or regulation, at
common law or otherwise (including without limitation as a result of the
Purchaser's indemnification of the Underwriter), insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) (i) arise out of or are
based upon any untrue statement or alleged untrue statement of a material fact
contained in (A) the Prospectus Supplement, the Memorandum, the Diskette or,
insofar as they are required to be filed as part of the Registration Statement
pursuant to the No-Action Letters, any Computational Materials or
- 14 -
ABS Term Sheets with respect to the Registered Certificates, or in any revision
or amendment of or supplement to any of the foregoing or (B) any items similar
to Computational Materials and ABS Term Sheets forwarded to prospective
investors in the Non-Registered Certificates, or (ii) arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; but only if and
to the extent that (I) any such untrue statement or alleged untrue statement or
omission or alleged omission arises out of or is based upon an untrue statement
or omission with respect to the Mortgage Loans, the related Mortgagors and/or
the related Mortgaged Properties contained in the Master Tape (it being herein
acknowledged that the Master Tape was used to prepare the Prospectus Supplement
including without limitation Appendix I and Appendix II thereto, the Memorandum,
the Diskette, the Computational Materials and ABS Term Sheets with respect to
the Registered Certificates and any items similar to Computational Materials and
ABS Term Sheets forwarded to prospective investors in the Non-Registered
Certificates), (II) any such untrue statement or alleged untrue statement or
omission or alleged omission is with respect to, or arises out of or is based
upon an untrue statement or omission with respect to, the information regarding
the Mortgage Loans, the related Mortgagors, the related Mortgaged Properties
and/or the Seller set forth (X) in the Prospectus Supplement and the Memorandum
under the headings "Summary--The Mortgage Pool", "Risk Factors--The Mortgage
Loans" and "Description of the Mortgage Pool" and (Y) on Appendix II to the
Prospectus Supplement and, to the extent consistent therewith, on the Diskette,
(III) any such untrue statement or alleged untrue statement or omission or
alleged omission is with respect to, or arises out of or is based upon an untrue
statement or omission with respect to, the information regarding other mortgage
loans owned or serviced by the Seller set forth in the Prospectus Supplement and
the Memorandum under the headings "Description of the Mortgage Pool--The
Sellers--GMACCM" and "Servicing of the Mortgage Loans--GMAC Commercial Mortgage
Corporation", or (iv) any such untrue statement or alleged untrue statement or
omission or alleged omission arises out of or is based upon a breach of the
representations and warranties of the Seller set forth in or made pursuant to
Section 4; provided that the indemnification provided by this Section 9 shall
not apply to the extent that such untrue statement or omission was made as a
result of an error in the manipulation of, or in any calculations based upon, or
in any aggregation of the information regarding the Mortgage Loans, the related
Mortgagors and/or the related Mortgaged Properties set forth in Appendix II to
the Prospectus Supplement. This indemnity agreement will be in addition to any
liability which the Seller may otherwise have.
For purposes of this Agreement, "Registration Statement" shall mean the
registration statement No. 46723 filed by the Purchaser on Form S-3, including
without limitation exhibits thereto and information incorporated therein by
reference; "Prospectus" shall mean the prospectus dated March 20, 1997, as
supplemented by the prospectus supplement dated March 20, 1997 (the "Prospectus
Supplement"), relating to the Registered Certificates; "Memorandum" shall mean
the private placement memorandum dated March 20, 1997, relating to the
Non-Registered Certificates; "Computational Materials" shall have
- 15 -
the meaning assigned thereto in the no-action letter dated May 20, 1994 issued
by the Division of Corporation Finance of the Securities and Exchange Commission
(the "Commission") to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I, ▇▇▇▇▇▇, Peabody
& Co. Incorporated, and ▇▇▇▇▇▇ Structured Asset Corporation and the no-action
letter dated May 27, 1994 issued by the Division of Corporation Finance of the
Commission to the Public Securities Association (together, the "▇▇▇▇▇▇
Letters"); "ABS Term Sheets" shall have the meaning assigned thereto in the
no-action letter dated February 17, 1995 issued by the Division of Corporation
Finance of the Commission to the Public Securities Association (the "PSA Letter"
and, together with the ▇▇▇▇▇▇ Letters, the "No-Action Letters"); "Diskette"
shall mean the diskette attached to each of the Prospectus and the Memorandum;
and "Master Tape" shall mean the compilation of information and data regarding
the Mortgage Loans and the Other Loans covered by the Agreed Upon Procedures
Letter dated March 20, 1997 and rendered by Deloitte & Touche, L.L.P. (a "hard
copy" of which Master Tape was initialed on behalf of the Seller and the
Purchaser).
b. In case any proceeding (including any governmental investigation) shall
be instituted involving any person that may seek indemnity pursuant to Section 9
(a) above, such person (the "indemnified party") shall notify the Seller as the
person against whom such indemnity may be sought (the "indemnifying party") in
writing and the indemnifying party, upon request of the indemnified party, shall
retain counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in such
proceeding and shall pay the reasonable fees and disbursements of such counsel
related to such proceeding. The indemnifying party may, at its option, at any
time upon written notice to the indemnified party, assume the defense of any
proceeding and may designate counsel satisfactory to the indemnified party in
connection therewith provided that the counsel so designated would have no
actual or potential conflict of interest in connection with such representation.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the reasonable fees and expenses of such counsel shall be at
the expense of such indemnified party unless (i) the indemnifying party and the
indemnified party shall have mutually agreed to the retention of such counsel,
(ii) the named parties to any such proceeding (including any impleaded parties)
include both the indemnifying party and the indemnified party and representation
of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them or (iii) the indemnifying party shall
have failed to designate within a reasonable period of time counsel reasonably
satisfactory to the indemnified party. It is understood that the indemnifying
party shall not, in connection with any proceeding or related proceedings in the
same jurisdiction, be liable for the reasonable fees and expenses of more than
one separate firm (in addition to any local counsel) for all such indemnified
parties. Unless it shall assume the defense of any proceeding, the indemnifying
party shall not be liable for any settlement of any proceeding effected without
its written consent (which consent shall not be unreasonably withheld), but if
settled with such consent or if there shall be a final judgment for the
plaintiff, the indemnifying party agrees to indemnify the indemnified party from
and against any loss or liability by reason of such settlement or judgment. If
the indemnifying party assumes the
- 16 -
defense of any proceeding, it shall be entitled to settle such proceeding with
the consent of the indemnified party or, if such settlement provides for release
of the indemnified party in connection with all matters relating to the
proceeding which have been asserted against the indemnified party in such
proceeding by the other parties to such settlement, without the consent of the
indemnified party.
c. If the indemnification provided for in this Section 9 is unavailable or
insufficient to hold harmless an indemnified party in respect of any losses,
claims, damages, liabilities or expenses (or actions in respect thereof)
referred to in Section 9(a), then the indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages,
liabilities or expenses (or actions in respect thereof) in such proportion as is
appropriate to reflect not only the relative benefits received by the Seller on
the one hand and the Purchaser on the other from the transactions contemplated
hereby, but also the relative fault of the Seller on the one hand and the
Purchaser on the other in connection with the statements or omissions that
resulted in such losses, claims, damages, liabilities or expenses (or actions in
respect thereof), as well as any other relevant equitable considerations. The
relative fault of the Seller on the one hand and of the Purchaser on the other
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Seller or by the
Purchaser, and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.
d. The parties hereto agree that it would not be just and equitable if
contribution were determined by pro rata allocation or by any other method or
allocation that does not take account of the equitable considerations referred
to in subsection (c) above. The amount paid or payable by an indemnified party
as a result of the losses, claims, damages, liabilities or expenses (or actions
in respect thereof) referred to above shall be deemed to include any legal fees
and disbursements or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such claim, except where
the indemnified party is required to bear such expenses, which expenses the
indemnifying party shall pay as and when incurred, at the request of the
indemnified party, to the extent that the indemnified party will ultimately be
obligated to pay such expenses. In the event that any expenses so paid by the
indemnifying party are subsequently determined to not be required to be borne by
the indemnifying party hereunder, the party which received such payment shall
promptly refund the amount so paid to the party which made such payment. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The remedies provided
for in this Section 9 are not exclusive and shall not limit any rights or
remedies that may otherwise be available to any indemnified party at law or in
equity.
- 17 -
e. The indemnity and contribution agreements contained in this Section 9
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by the Purchaser, any
of its directors or officers, or any person controlling the Purchaser, and (iii)
acceptances of and payment for any of the Mortgage Loans.
SECTION 10. COSTS.
Costs relating to the transactions contemplated hereby shall be borne by
the parties hereto or their respective affiliates in accordance with the Letter
of Understanding.
SECTION 11. NOTICES.
All demands, notices and communications hereunder shall be in writing and
shall be deemed to have been duly given if personally delivered to or mailed, by
registered mail, postage prepaid, by overnight mail or courier service, or
transmitted by facsimile and confirmed by a similar mailed writing, if to the
Purchaser, addressed to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇, with a copy
to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, Attention:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq., facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇, or to such other address or
facsimile number as may hereafter be furnished to the Seller in writing by the
Purchaser; and if to the Seller, addressed to GMAC Commercial Mortgage
Corporation, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇,
Attention: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇ (with a copy to GMAC
Mortgage Corporation, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇, facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇), or to such other address
or facsimile number as the Seller may designate in writing to the Purchaser.
SECTION 12. THIRD PARTY BENEFICIARIES.
Each of the officers, directors and controlling persons referred to in
Section 9 hereof is an intended third party beneficiary of the covenants and
indemnities of the Seller set forth in Section 9 of this Agreement. It is
acknowledged and agreed that such representations, warranties, covenants and
indemnities may be enforced by or on behalf of any such person or entity against
the Seller to the same extent as if it was a party hereto.
SECTION 13. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY.
All representations, warranties and agreements contained in this Agreement,
incorporated herein by reference or contained in the certificates of officers of
the Seller submitted pursuant hereto, shall remain operative and in full force
and effect and shall survive delivery of the Mortgage Loans by the Seller to the
Purchaser or its designee.
- 18 -
SECTION 14. SEVERABILITY OF PROVISIONS.
Any part, provision, representation, warranty or covenant of this Agreement
that is prohibited or which is held to be void or unenforceable shall be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
unenforceable or is held to be void or unenforceable in any particular
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. To the extent permitted by applicable law,
the parties hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.
SECTION 15. COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
one and the same instrument.
SECTION 16. GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF
THE PARTIES HERETO SHALL BE GOVERNED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF THE STATE OF NEW YORK. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY
TO THIS AGREEMENT.
SECTION 17. FURTHER ASSURANCES.
The Seller and the Purchaser agree to execute and deliver such instruments
and take such further actions as the other party may, from time to time,
reasonably request in order to effectuate the purposes and to carry out the
terms of this Agreement.
SECTION 18. SUCCESSORS AND ASSIGNS.
The rights and obligations of the Seller under this Agreement shall not be
assigned by the Seller without the prior written consent of the Purchaser,
except that any person into which the Seller may be merged or consolidated, or
any corporation or other entity resulting from any merger, conversion or
consolidation to which the Seller is a party, or any person succeeding to all or
substantially all of the business of the Seller, shall be the successor to the
Seller hereunder. The Purchaser has the right to assign its interest under this
- 19 -
Agreement, in whole or in part, as may be required to effect the purposes of the
Pooling and Servicing Agreement, and the assignee shall, to the extent of such
assignment, succeed to the rights and obligations hereunder of the Purchaser. In
addition, any person into which the Purchaser may be merged or consolidated, or
any corporation or other entity resulting from any merger, conversion or
consolidation to which the Purchaser is a party, or any person succeeding to all
or substantially all of the business of the Purchaser, shall be the successor to
the Purchaser hereunder. Subject to the foregoing, this Agreement shall bind and
inure to the benefit of and be enforceable by the Seller and the Purchaser, and
their permitted successors and assigns, and the indemnified parties referred to
in Section 9.
SECTION 19. AMENDMENTS.
No term or provision of this Agreement may be amended, waived, modified or
in any way altered, unless such amendment, waiver, modification or alteration is
in writing and signed by a duly authorized officer of the party against whom
such amendment, waiver, modification or alteration is sought to be enforced.
SECTION 20. WAIVER OF TRIAL BY JURY.
THE PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW,
THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN
CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.
[signatures on next page]
- 20 -
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names to
be signed hereto by their respective duly authorized officers and/or
representatives as of the date first above written.
GMAC COMMERCIAL MORTGAGE CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CAPITAL I INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
- 21 -
EXHIBIT A
MORTGAGE LOAN SCHEDULE
The Mortgage Loan Schedule shall set forth, among other things, the
following information with respect to each Mortgage Loan:
(i) the loan number;
(ii) the street address (including city, state and zip code) of the
related Mortgaged Property;
(iii) the date of the Mortgage Note;
(iv) the Mortgage Rate in effect as of the Cut-off Date and whether such
Mortgage Loan has an adjustable Mortgage Rate;
(v) the original principal balance;
(vi) the Cut-off Date Balance;
(vii) the (A) remaining term to stated maturity and (B) Stated Maturity
Date; and
(viii) the Due Date;
(ix) the amount of the Monthly Payment due on the first Due Date
following the Cut-off Date;
(x) if such Mortgage Loan has an adjustable Mortgage Rate, the (A)
Index, (B) Gross Margin, (C) first Mortgage Rate adjustment date
following the Cut-off Date and the frequency of Mortgage Rate
adjustments, (D) limitations, if any, on periodic adjustments to
the Mortgage Rate, (E) maximum and minimum lifetime Mortgage Rate,
if any, and (F) the first Monthly Payment adjustment date following
the Cut-off Date and the frequency of Monthly Payment adjustments;
and
(xi) the Master Servicing Fee Rate.
The Mortgage Loan Schedule shall also set forth the Aggregate Cut-off Date
Balance for all of the Mortgage Loans. Such list may be in the form of more than
one list, collectively setting forth all of the information required.
A-1
MORTGAGE LOAN SCHEDULE
GMAC COMMERCIAL MORTGAGE CORPORATION
Zip
Property Name Loan Number Street Address City State Code
------------------------------------------------------------------------------------------------------------------------------------
St. ▇▇▇▇ Gardens ▇▇-▇▇▇▇▇▇▇ ▇▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇-▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Chauncy Street ▇▇-▇▇▇▇▇▇▇ ▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Auburn/▇▇▇▇▇▇ ▇▇-▇▇▇▇▇▇▇ ▇▇-▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇ ▇▇-▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Sunset Industrial Park ▇▇-▇▇▇▇▇▇▇ 4-40A 19th.4-52B20th. ▇▇-▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Centerpoint Plaza ▇▇-▇▇▇▇▇▇▇ 640,660,680,690,& ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇ Springs Crossing Shopping Center ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Hampton Court ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ Terrace ▇▇-▇▇▇▇▇▇▇ ▇-▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ Terrace ▇▇-▇▇▇▇▇▇▇ ▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Hilton Village Shopping Center ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Liberty Central Warehouse ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Tower 801 Apt 01-1015235 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Southpointe Plaza ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Plantation Plaza ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Mountain View Plaza ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Trident Pool I Roll Up of Five Properties ▇▇-▇▇▇▇▇▇▇ Various Various CA Various
▇▇▇▇▇▇ Place Apartments ▇▇-▇▇▇▇▇▇▇ 6900 and ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Comfort Inn/Shady Grove Professional Bldg ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Trident Pool II-Rollup Of Six Properties ▇▇-▇▇▇▇▇▇▇ Various Various CA Various
TridentPool III-Roll Up of Five Properties ▇▇-▇▇▇▇▇▇▇ Various Various CA Various
▇▇▇▇▇▇▇ ▇▇▇▇▇ Corporation ▇▇-▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇ Plaza Shopping Center ▇▇-▇▇▇▇▇▇▇ ▇▇▇-▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Promenade Shopping Center ▇▇-▇▇▇▇▇▇▇ SWC ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
Ashley Court ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Maple Hill Apartments ▇▇-▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇. ▇▇ ▇▇▇▇▇
The ▇▇▇▇▇' Plaza ▇▇-▇▇▇▇▇▇▇ 2173-2359 ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ (▇▇ ▇▇) ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Sportmart Sporting Goods Store ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Desert Gardens ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ Del Lago ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Creekside Apartments ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Applied Materials ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Madison & Manzanita ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Sundance Apartments ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Sherwood Village Apartments ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Lincoln Plaza ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
Parkway III & IV ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. 1997-C1
Fixed Cut-off First
Note or Original Date Rem. Maturity Payment
Date Rate Adjustable Balance Balance Term Date Due Date
-------------------------------------------------------------------------------
12/24/96 8.350% Fixed 6,043,000 6,035,423.01 118 1/1/07 2/1/97
12/24/96 8.350% Fixed 5,787,000 5,779,744.00 118 1/1/07 2/1/97
12/24/96 8.350% Fixed 2,525,000 2,521,834.04 118 1/1/07 2/1/97
11/27/96 8.875% Fixed 12,000,000 11,966,971.79 117 12/1/06 1/1/97
7/24/96 9.125% Fixed 11,500,000 11,456,171.07 77 8/1/03 9/1/96
10/15/96 8.920% Fixed 11,460,000 11,434,255.32 80 11/1/03 12/1/96
12/24/96 8.500% Fixed 4,956,000 4,949,974,03 118 1/1/07 2/1/97
12/24/96 8.350% Fixed 2,640,000 2,636,689.84 118 1/1/07 2/1/97
12/24/96 8.350% Fixed 2,270,000 2,267,153.77 118 1/1/07 2/1/97
12/6/96 8.500% Fixed 9,000,000 8,989,056.96 118 1/1/07 2/1/97
7/23/96 9.375% Fixed 8,500,000 8,448,971.32 77 8/1/03 9/1/96
9/5/96 8.410% Fixed 8,200,000 8,174,341.38 79 10/1/03 11/1/96
12/6/96 8.190% Fixed 2,810,000 2,806,359.76 118 1/1/07 2/1/97
12/6/96 8.190% Fixed 2,400,000 2,396,890.89 118 1/1/07 2/1/97
12/6/96 8.190% Fixed 2,450,000 2,446,826.13 118 1/1/07 2/1/97
11/25/96 8.510% Fixed 7,472,000 7,450,161.86 117 12/1/06 1/1/97
10/3/96 8.940% Fixed 7,200,000 7,173,762.24 80 11/1/03 12/1/96
8/9/96 9.750% Fixed 7,100,000 7,065,812.52 114 9/1/06 10/1/96
11/25/96 8.450% Fixed 7,070,000 7,049,132.91 117 12/1/06 1/1/97
11/25/96 8.450% Fixed 7,038,000 7,017,227.34 117 12/1/06 1/1/97
12/17/96 9.000% Fixed 6,900,000 6,887,644.74 118 1/1/07 2/1/97
1/10/97 9.000% Fixed 6,750,000 6,745,300.53 119 2/1/07 3/1/97
8/14/96 8.750% Fixed 5,000,000 4,982,422.17 114 9/1/06 10/1/96
5/30/96 8.750% Fixed 5,000,000 4,956,919.06 111 5/30/06 7/1/96
12/12/96 8.500% Fixed 4,950,000 4,942,755.93 118 1/1/07 2/1/97
12/31/96 8.700% Fixed 4,200,000 4,192,096.51 118 1/1/07 2/1/97
10/21/96 9.050% Fixed 4,177,000 4,162,052.69 80 11/1/03 12/1/96
4/1/96 8.850% Fixed 4,200,000 4,160,291.52 110 5/1/06 6/1/96
7/10/96 9.375% Fixed 4,000,000 3,985,524.46 113 8/1/06 9/1/96
3/1/96 8.250% Fixed 3,225,000 3,199,367.47 108 3/1/06 4/1/96
11/11/96 8.875% Fixed 3,000,000 2,994,917.04 81 12/1/03 1/1/97
9/30/96 9.410% Fixed 3,000,000 2,987,310.24 115 10/1/06 11/1/96
10/9/96 8.750% Fixed 3,000,000 2,985,848.57 112 7/1/06 11/1/96
11/27/96 8.370% Fixed 2,900,000 2,891,328.06 81 12/1/03 1/1/97
12/24/96 8.940% Fixed 2,800,000 2,794,936.09 118 1/1/07 2/1/97
10/30/96 9.350% Fixed 2,760,000 2,750,603.41 80 11/1/03 12/1/96
Page 1
MORTGAGE LOAN SCHEDULE
GMAC COMMERCIAL MORTGAGE CORPORATION
Zip
Property Name Loan Number Street Address City State Code
------------------------------------------------------------------------------------------------------------------------------------
Woodcrest Pavilion ▇▇-▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
Park Village Apartments ▇▇-▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
Pine Park Apartments 07-1000005 ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
The Registry ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Washington Woodworking ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ Apartments ▇▇-▇▇▇▇▇▇▇ 4470 and ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Four Seasons Estates ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Valley View Apartments ▇▇-▇▇▇▇▇▇▇ 507 - ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
University Avenue Retail ▇▇-▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Oakland Terrace Apartments ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Capri/ ▇▇▇▇▇▇ House/▇▇▇▇ ▇▇▇▇ Apartments ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇-▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Royal Garden Apartments ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
Lincoln Court Apartments ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Kutztown Garden Apartments ▇▇-▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ Products ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Springview Garden Apartments ▇▇-▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Greystone Court Apartments ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Fort ▇▇▇▇ Storage Park ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Montana Avenue Retail ▇▇-▇▇▇▇▇▇▇ 1129 - ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Northview Terrace Apartments ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. 1997-C1
Fixed Cut-off First
Note or Original Date Rem. Maturity Payment
Date Rate Adjustable Balance Balance Term Date Due Date
-------------------------------------------------------------------------------
11/8/96 9.125% Fixed 2,400,000 2,396,139.22 117 12/1/06 1/1/97
10/14/96 8.790% Fixed 2,380,000 2,373,357.58 80 11/1/03 2/1/96
11/20/95 8.375% Fixed 2,075,000 2,042,665.75 105 12/1/05 1/1/96
6/3/96 9.600% Fixed 1,984,620 1,975,737.33 111 6/1/06 7/1/96
10/23/96 9.170% Fixed 1,900,000 1,893,334.75 116 11/1/06 12/1/96
7/17/96 9.140% Fixed 1,900,000 1,888,142.52 113 8/1/06 9/1/96
11/22/96 8.350% Fixed 1,655,000 1,650,034.85 117 12/1/06 1/1/97
9/6/96 9.190% Fixed 1,450,000 1,443,638.43 115 10/1/06 11/1/96
11/25/96 8.450% Fixed 1,435,000 1,430,764.70 117 12/1/06 1/1/97
9/13/96 8.840% Fixed 1,350,000 1,343,725.18 115 10/1/06 11/1/96
8/19/96 8.980% Fixed 1,350,000 1,337,611.62 234 9/1/96 10/1/96
7/31/96 8.980% Fixed 1,300,000 1,291,670.97 113 8/1/06 9/1/96
8/12/96 9.125% Fixed 1,268,000 1,263,873.51 78 9/1/03 10/1/96
12/12/96 8.500% Fixed 1,170,000 1,168,287.78 118 1/1/07 2/1/97
12/13/96 8.680% Fixed 1,100,000 1,097,923.21 118 1/1/07 2/1/97
11/22/96 8.550% Fixed 1,000,000 998,188.36 117 12/1/06 1/1/97
9/13/96 8.800% Fixed 1,000,000 995,321.40 79 0/1/03 11/1/96
11/20/96 8.850% Fixed 1,000,000 995,388.10 117 12/1/06 1/1/97
11/25/96 8.450% Fixed 629,000 627,143.57 117 12/1/06 1/1/97
7/8/96 7.938% Adjustable 1,540,000 1,532,518.17 113 8/1/06 9/1/96
--------------
223,431,545.67
==============
Page 2
MORTGAGE LOAN SCHEDULE
GMAC COMMERCIAL MORTGAGE CORPORATION
Monthly First Mortgage Frequency of Limitations
Payment Gross Rate Adjustment Mortgage Rate on Periodic
Property Name Loan Number Due 4/1/97 Index Margin Date Post Cut-off Adjustments Adjustments
-----------------------------------------------------------------------------------------------------------------------------------
St. ▇▇▇▇ Gardens ▇▇-▇▇▇▇▇▇▇ 45,824.57 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇-▇▇▇▇▇▇▇ 43,883.30 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
Aubum/▇▇▇▇▇▇ ▇▇-▇▇▇▇▇▇▇ 19,147.28 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇-▇▇▇▇▇▇▇ 99,678.38 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇-▇▇▇▇▇▇▇ 93,567.80 N/A N/A N/A N/A N/A
▇▇▇▇▇ Springs Crossing Shopping Center ▇▇-▇▇▇▇▇▇▇ 91,550.85 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇-▇▇▇▇▇▇▇ 38,107.35 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇-▇▇▇▇▇▇▇ 20,019.34 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
▇▇▇▇▇▇▇ Terrace ▇▇-▇▇▇▇▇▇▇ 17,213.60 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Shopping Center ▇▇-▇▇▇▇▇▇▇ 69,202.21 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Warehouse ▇▇-▇▇▇▇▇▇▇ 73,526.98 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
Tower 801 Apt ▇▇-▇▇▇▇▇▇▇ 62,528.63 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇-▇▇▇▇▇▇▇ 20,992.18 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇-▇▇▇▇▇▇▇ 17,929.27 N/A N/A ▇/▇ ▇/▇ ▇/▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇-▇▇▇▇▇▇▇ 18,302.79 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
Trident Pool I Roll Up of Five Properties ▇▇-▇▇▇▇▇▇▇ 60,216.93 N/A N/A N/A N/A N/A
▇▇▇▇▇▇ Place Apartments ▇▇-▇▇▇▇▇▇▇ 60,126.59 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
▇▇▇▇▇▇▇ ▇▇▇/▇▇▇▇▇ ▇▇▇▇▇ Professional Bldg. ▇▇-▇▇▇▇▇▇▇ 63,270.76 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
Trident Pool II-Rollup Of Six Properties ▇▇-▇▇▇▇▇▇▇ 56,691.53 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
Trident Pool III-Roll Up of Five Propenies ▇▇-▇▇▇▇▇▇▇ 56,434.94 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ Corporation ▇▇-▇▇▇▇▇▇▇ 57,904.55 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
▇▇▇▇▇ ▇▇▇▇▇ Shopping Center ▇▇-▇▇▇▇▇▇▇ 55,324.47 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
Promenade Shopping Center ▇▇-▇▇▇▇▇▇▇ 39,335.02 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
Ashley Court ▇▇-▇▇▇▇▇▇▇ 41,107.18 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
▇▇▇▇▇ ▇▇▇▇ Apartments ▇▇-▇▇▇▇▇▇▇ 38,671.75 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
The ▇▇▇▇▇' Plaza ▇▇-▇▇▇▇▇▇▇ 34,387.47 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
Sportmart Sporting Goods Store ▇▇-▇▇▇▇▇▇▇ 35,196.36 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
Desert Gardens ▇▇-▇▇▇▇▇▇▇ 34,815.84 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇-▇▇▇▇▇▇▇ 33,269.97 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
Creekside Apartments ▇▇-▇▇▇▇▇▇▇ 24,228.35 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
Applied Materials ▇▇-▇▇▇▇▇▇▇ 23,869.35 N/A N/A N/A N/A N/A
Madison & Manzanita ▇▇-▇▇▇▇▇▇▇ 24,664.31 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
Sundance Apartments ▇▇-▇▇▇▇▇▇▇ 26,023.46 N/A N/A N/A N/A N/A
Sherwood Village Apartments ▇▇-▇▇▇▇▇▇▇ 23,098.08 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇-▇▇▇▇▇▇▇ 23,382.56 N/A N/A N/A N/A N/A
Parkway III & IV ▇▇-▇▇▇▇▇▇▇ 23,826.87 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇-▇▇
Maximum Minimum First Monthly Frequency of Master
Lifetime Lifetime Payment Adjustment Payment Servicing
Mortgage Rate Mortgage Rate Date Post Cut-off Adjustments Fee Rate (bps)
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N/A N/A N/A N/A 13.6
N/A N/A N/A N/A 13.6
N/A N/A N/A N/A 13.6
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N/A N/A N/A N/A 13.6
N/A N/A ▇/▇ ▇/▇ ▇▇.▇
▇/▇ ▇/▇ ▇/▇ ▇/▇ 13.6
Page 3
MORTGAGE LOAN SCHEDULE
GMAC COMMERCIAL MORTGAGE CORPORATION
Monthly First Mortgage Frequency of Limitations
Payment Gross Rate Adjustment Mortgage Rate on Periodic
Property Name Loan Number Due 4/1/97 Index Margin Date Post Cut-off Adjustments Adjustments
-----------------------------------------------------------------------------------------------------------------------------------
Woodcrest Pavilion ▇▇-▇▇▇▇▇▇▇ 19,527.19 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
▇▇▇▇ ▇▇▇▇▇▇▇ Apartments ▇▇-▇▇▇▇▇▇▇ 19.075.97 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
▇▇▇▇ ▇▇▇▇ Apartments 07-1000005 16,534.03 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
The Registry ▇▇-▇▇▇▇▇▇▇ 16,832 ▇▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
▇▇▇▇▇▇▇▇▇▇ Woodworking ▇▇-▇▇▇▇▇▇▇ 16,166 ▇▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
▇▇▇▇▇ ▇▇▇▇▇ Apartments ▇▇-▇▇▇▇▇▇▇ 16,127.28 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇-▇▇▇▇▇▇▇ 13,159.63 N/A N/A N/A N/A N/A
Valley View Apartments ▇▇-▇▇▇▇▇▇▇ 12,357.56 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Retail ▇▇-▇▇▇▇▇▇▇ 11,506.70 N/A N/A N/A N/A N/A
Oakland Terrace Apartments ▇▇-▇▇▇▇▇▇▇ 11,181.61 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
Capri/ ▇▇▇▇▇▇ House/▇▇▇▇ ▇▇▇▇ Apartments ▇▇-▇▇▇▇▇▇▇ 12,128.94 N/A N/A N/A N/A N/A
Royal Garden Apartments ▇▇-▇▇▇▇▇▇▇ 10,891.75 N/A N/A N/A N/A N/A
Lincoln Court Apartments ▇▇-▇▇▇▇▇▇▇ 10,316.87 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
Kutztown Garden Apartments ▇▇-▇▇▇▇▇▇▇ 9,140.59 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
▇▇▇▇▇▇ Products ▇▇-▇▇▇▇▇▇▇ 8,991.32 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
Springview Garden Apartments ▇▇-▇▇▇▇▇▇▇ 7,724.60 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
Greystone Court Apartments ▇▇-▇▇▇▇▇▇▇ 8,255.43 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
▇▇▇▇ ▇▇▇▇ Storage Park ▇▇-▇▇▇▇▇▇▇ 8,901.02 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Retail ▇▇-▇▇▇▇▇▇▇ 5,043.70 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Apartments ▇▇-▇▇▇▇▇▇▇ 11,232.88 Libor-lmo. 2.500 3/28/97 Monthly None
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc. 1997-C1
Maximum Minimum First Monthly Frequency of Master
Lifetime Lifetime Payment Adjustment Payment Servicing
Mortgage Rate Mortgage Rate Date Post Cut-off Adjustments Fee Rate (bps)
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N/A N/A N/A N/A 13.6
N/A N/A N/A N/A 13.6
N/A N/A N/A N/A 13.6
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N/A N/A ▇/▇ ▇/▇ ▇▇.▇
▇/▇ ▇/▇ ▇/▇ ▇/▇ 13.6
10.375 5.750 4/1/97 Monthly 13.6
Page 4
EXHIBIT B
THE MORTGAGE FILE
The "Mortgage File" for any Mortgage Loan shall, subject to Section 2(b),
collectively consist of the following documents:
(i) the original Mortgage Note, endorsed by the most recent endorsee
prior to the Trustee or, if none, by the originator, without
recourse, either in blank or to the order of the Trustee in the
following form: "Pay to the order of LaSalle National Bank, as
trustee for the registered holders of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series 1997 -
C1, without recourse";
(ii) the original or a copy of the related Mortgage and, if applicable,
the originals or copies of any intervening assignments of such
Mortgage showing a complete chain of assignment from the originator
of the Mortgage Loan to the most recent assignee of record thereof
prior to the Trustee, if any, in each case with evidence of
recording indicated thereon;
(iii) an original assignment of the related Mortgage, in recordable form,
executed by the most recent assignee of record thereof prior to the
Trustee or, if none, by the originator, either in blank or in favor
of the Trustee (in such capacity);
(iv) the original or a copy of the related Assignment of Leases (if such
item is a document separate from the Mortgage) and, if applicable,
the originals or copies of any intervening assignments of such
Assignment of Leases showing a complete chain of assignment from
the originator of the Mortgage Loan to the most recent assignee of
record thereof prior to the Trustee, if any, in each case with
evidence of recording thereon;
(v) an original assignment of any related Assignment of Leases (if such
item is a document separate from the Mortgage), in recordable form,
executed by the most recent assignee of record thereof prior to the
Trustee or, if none, by the originator, either in blank or in favor
of the Trustee (in such capacity), which assignment may be included
as part of the corresponding assignment of Mortgage referred to in
clause (iii) above;
(vi) an original or copy of any related security agreement (if such item
is a document separate from the Mortgage) and, if applicable, the
originals
B-2
or copies of any intervening assignments of such security agreement
showing a complete chain of assignment from the originator of the
Mortgage Loan to the most recent assignee thereof prior to the
Trustee, if any;
(vii) an original assignment of any related security agreement (if such
item is a document separate from the Mortgage) executed by the most
recent assignee thereof prior to the Trustee or, if none, by the
originator, either in blank or in favor of the Trustee (in such
capacity), which assignment may be included as part of the
corresponding assignment of Mortgage referred to in clause (iii)
above;
(viii) originals or copies of all assumption, modification, written
assurance and substitution agreements, with evidence of recording
thereon (if appropriate), in those instances where the terms or
provisions of the Mortgage, Mortgage Note or any related security
document have been modified or the Mortgage Loan has been assumed;
(ix) the original or a copy of the lender's title insurance policy
issued in connection with the origination of the Mortgage Loan,
together with all endorsements or riders (or copies thereof) that
were issued with or subsequent to the issuance of such policy,
insuring the priority of the Mortgage as a first lien on the
Mortgaged Property;
(x) the original or a copy of any guaranty of the obligations of the
Mortgagor under the Mortgage Loan, together with (A) if applicable,
the originals or copies of any intervening assignments of such
guaranty showing a complete chain of assignment from the originator
of the Mortgage Loan to the most recent assignee thereof prior to
the Trustee, if any, and (B) an original assignment of such
guaranty executed by the most recent assignee thereof prior to the
Trustee or, if none, by the originator;
(xi) (A) file or certified copies of any UCC financing statements and
continuation statements which were filed in order to perfect (and
maintain the perfection of) any security interest held by the
originator of the Mortgage Loan (and each assignee of record 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 which were in the possession of the Seller (or its agent) at
the time the Mortgage Files were delivered to the Trustee and (B)
if any such security interest is perfected and the earlier UCC
financing statements and continuation statements were in the
possession of the Seller, a UCC financing statement executed
B-3
by the most recent assignee of record prior to the Trustee or, if
none, by the originator, evidencing the transfer of such security
interest, either in blank or in favor of the Trustee;
(xii) the original or a copy of the power of attorney (with evidence of
recording thereon, if appropriate) granted by the Mortgagor if the
Mortgage, Mortgage Note or other document or instrument referred to
above was signed on behalf of the Mortgagor; and
(xiii) if the Mortgagor has a leasehold interest in the related Mortgaged
Property, the original ground lease or a copy thereof;
provided that whenever the term "Mortgage File" is used to refer to documents
actually received by the Purchaser or the Trustee, such term shall not be deemed
to include such documents and instruments required to be included therein unless
they are actually so received.
B-4
EXHIBIT C
REPRESENTATIONS AND WARRANTIES OF THE SELLER
REGARDING THE INDIVIDUAL MORTGAGE LOANS
With respect to each Mortgage Loan, the Seller hereby represents and
warrants, as of the date hereinbelow specified or, if no such date is specified,
as of the Closing Date, that:
(i) Ownership of Mortgage Loans. Immediately prior to the transfer
thereof to the Purchaser, the Seller had good and marketable title to, and
was the sole owner and holder of, such Mortgage Loan, free and clear of any
and all liens, encumbrances and other interests on, in or to such Mortgage
Loan (other than, in certain cases, the right of a subservicer to directly
service such Mortgage Loan). Such transfer validly assigns ownership of
such Mortgage Loan to the Purchaser free and clear of any pledge, lien,
encumbrance or security interest.
(ii) Authority to Transfer Mortgage Loans. The Seller has full right
and authority to sell, assign and transfer such Mortgage Loan. No provision
of the Mortgage Note, Mortgage or other loan document relating to such
Mortgage Loan prohibits or restricts the Seller's right to assign or
transfer such Mortgage Loan.
(iii) Mortgage Loan Schedule. The information pertaining to such
Mortgage Loan set forth in the Mortgage Loan Schedule was true and correct
in all material respects as of the Cut- off Date.
(iv) Payment Record. Such Mortgage Loan was not as of the Cut-off
Date, and has not been during the twelve-month period prior thereto, 30
days or more delinquent in respect of any debt service payment required
thereunder, without giving effect to any applicable grace period.
(v) Lien Priority. The Permitted Encumbrances (as defined in the
Mortgage Loan Purchase Agreement of which this Exhibit C forms a part) do
not materially interfere with the security intended to be provided by the
related Mortgage, the current use or operation of the related Mortgaged
Property or the current ability of the Mortgaged Property to generate net
operating income sufficient to service the Mortgage Loan. If the Mortgaged
Property is operated as a nursing facility, a hospitality property or a
multifamily property, the Mortgage, together with any separate security
agreement, similar agreement and UCC financing statement, if any,
establishes and creates a first priority, perfected security interest, to
the extent such security interest can be perfected by the recordation of a
Mortgage and the filing of a UCC financing statement, in all personal
property owned by the Mortgagor that is used in, and is reasonably
necessary to, the operation of the related Mortgaged Property.
(vi) Title Insurance. The lien of the related Mortgage is insured by
an ALTA lender's title insurance policy ("Title Policy"), or its equivalent
as adopted in the applicable jurisdiction, issued by a nationally
recognized title insurance company, insuring the originator of such
Mortgage Loan, its successors and assigns, as to the first priority lien of
the Mortgage in the original principal amount of the Mortgage Loan after
all advances of principal, subject only to Permitted Encumbrances (or, if a
title insurance policy has not yet been issued in respect of the Mortgage
Loan, a policy meeting the foregoing description is evidenced by a
commitment for title insurance "marked-up" at the closing of such loan).
Each Title Policy (or, if it has yet to be issued, the coverage to be
provided thereby) is in full force and effect, all premiums thereon have
been paid and, to the Seller's knowledge, no material claims have been made
thereunder and no claims have been paid thereunder. No holder of the
related Mortgage has done, by act or omission, anything that would
materially impair the coverage under such Title Policy. Immediately
following the transfer and assignment of the related Mortgage Loan to the
Trustee, such Title Policy (or, if it has yet to be issued, the coverage to
be provided thereby) will inure to the benefit of the Trustee without the
consent of or notice to the insurer.
(vii) No Waivers by Seller of Material Defaults. The Seller has not
waived any material default, breach, violation or event of acceleration
existing under the related Mortgage or Mortgage Note.
(viii) No Offsets, Defenses or Counterclaims. There is no valid
offset, defense or counterclaim to such Mortgage Loan.
(ix) Condition of Property; Condemnation. Except as set forth in any
engineering report prepared in connection with the origination of (or
obtained in connection with or otherwise following the Seller's acquisition
of) such Mortgage Loan, the related Mortgaged Property is, to the Seller's
knowledge, free and clear of any damage that would materially and adversely
affect its value as security for such Mortgage Loan. The Seller has no
actual notice of the commencement of a proceeding for the condemnation of
all or any material portion of the related Mortgaged Property.
(x) Compliance with Usury Laws. Such Mortgage Loan complied with all
applicable usury laws in effect at its date of origination.
(xi) Full Disbursement of Mortgage Loan Proceeds. The proceeds of such
Mortgage Loan have been fully disbursed and there is no requirement for
future advances thereunder.
(xii) Enforceability. The related Mortgage Note and Mortgage and all
other documents and instruments evidencing, guaranteeing, insuring or
otherwise securing such Mortgage Loan have been duly and properly executed
by the parties thereto, and each is the legal, valid and binding obligation
of the maker thereof (subject to any non-recourse provisions contained in
any of the foregoing agreements and any applicable state anti-deficiency
legislation),
C-2
enforceable in accordance with its terms, except as such enforcement may be
limited by bankruptcy, insolvency, reorganization, receivership, moratorium
or other laws relating to or affecting the rights of creditors generally
and by general principles of equity (regardless of whether such enforcement
is considered in a proceeding in equity or at law).
(xiii) Insurance. All improvements upon the related Mortgaged Property
are insured against loss by hazards of extended coverage in an amount
(subject to a customary deductible) at least equal to the lesser of the
outstanding principal balance of such Mortgage Loan and 100% of the full
insurable replacement cost of the improvements located on such Mortgaged
Property and the related hazard insurance policy contains appropriate
endorsements to avoid the application of co-insurance and does not permit
reduction in insurance proceeds for depreciation. If any portion of the
related Mortgaged Property was, at the time of the origination of such
Mortgage Loan, in an area identified in the Federal Register by the Flood
Emergency Management Agency as having special flood hazards, and flood
insurance was available, a flood insurance policy meeting any requirements
of the then current guidelines of the Federal Insurance Administration is
in effect with a generally acceptable insurance carrier, in an amount
representing coverage not less than the least of (1) the outstanding
principal balance of such Mortgage Loan, (2) the full insurable value of
such Mortgaged Property, (3) the maximum amount of insurance available
under the National Flood Insurance Act of 1968, as amended, and (4) 100% of
the replacement cost of the improvements located on such Mortgaged
Property. In addition, the Mortgage requires the Mortgagor to maintain in
respect of the Mortgaged Property comprehensive general liability insurance
in amounts generally required by commercial mortgage lenders, and at least
six months rental or business interruption insurance, and all such
insurance required by the Mortgage to be maintained is in full force and
effect. Each such insurance policy requires prior notice to the holder of
the Mortgage of termination or cancellation, and no such notice has been
received, including any notice of nonpayment of premiums, that has not been
cured.
(xiv) Environmental Condition. The related Mortgaged Property was
subject to one or more environmental site assessments (or an update of a
previously conducted assessment), which was (were) performed on behalf of
the Seller, or as to which the related report was delivered to the Seller
in connection with its origination or acquisition of such Mortgage Loan;
and the Seller, having made no independent inquiry other than reviewing the
resulting report(s) and/or employing an environmental consultant to perform
the assessment(s) referenced herein, has no knowledge of any material and
adverse environmental conditions or circumstance affecting such Mortgaged
Property that was not disclosed in the related report(s). The Seller has
not taken any action with respect to such Mortgage Loan or the related
Mortgaged Property that could subject the Purchaser, or its successors and
assigns in respect of the Mortgage Loan, to any liability under the
Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended ("CERCLA") or any other applicable federal, state or local
environmental law, and the Seller has not received any actual notice of a
material violation of CERCLA or any applicable federal, state or local
environmental law with respect to the related Mortgaged Property that was
not disclosed in the related report. The related Mortgage requires the
Mortgagor to comply with all applicable federal, state and local
environmental laws and regulations.
C-3
(xv) No Cross-Collateralization with Other Mortgage Loans. Such
Mortgage Loan is not cross-collateralized with any mortgage loan that will
not be included in the Trust Fund.
(xvi) Waivers and Modifications. The terms of the related Mortgage and
the Mortgage Note have not been impaired, waived, altered or modified in
any material respect, except as specifically set forth in the related
Mortgage File.
(xvii) Taxes and Assessments. There are no delinquent taxes, ground
rents, water charges, sewer rents, assessments or other similar outstanding
charges affecting the related Mortgaged Property which are or may become a
lien of priority equal to or higher than the lien of the related Mortgage.
For purposes of this representation and warranty, real property taxes and
assessments shall not be considered unpaid until the date on which interest
and/or penalties would be payable thereon.
(xviii) Mortgagor's Interest in Mortgaged Property. Except in the case
of two Mortgage Loans (the Mortgage Loans secured by Center Point Plaza
(Mortgage Loan No. 01- 1015227) and Hilton Village Shopping Center
(Mortgage Loan No. ▇▇-▇▇▇▇▇▇▇)) as to which the interest of the related
Mortgagor in the related Mortgaged Property is in whole or in part a
leasehold estate, the interest of the related Mortgagor in the related
Mortgaged Property consists of a fee simple estate in real property.
(xix) Whole Loan. Each Mortgage Loan is a whole loan and not a
participation interest.
(xx) Valid Assignment. The assignment of the related Mortgage referred
to in clause (iii) of Exhibit B constitutes the legal, valid and binding
assignment of such Mortgage from the relevant assignor to the assignee, and
the assignment of the related Assignment of Leases, if any, referred to in
clause (v) of Exhibit B constitutes the legal, valid and binding assignment
thereof from the relevant assignor to the Trustee.
(xxi) Escrows. All escrow deposits relating to such Mortgage Loan that
are, as of the Closing Date, required to be deposited with the mortgagee or
its agent have been so deposited.
(xxii) No Mechanics' or Materialmen's Liens. As of the date of
origination of such Mortgage Loan and, to the actual knowledge of the
Seller, as of the Closing Date, the related Mortgaged Property was and is
free and clear of any mechanics' and materialmen's liens or liens in the
nature thereof which create a lien prior to that created by the related
Mortgage.
(xxiii) No Material Encroachments. To the Seller's knowledge (based on
surveys and/or title insurance obtained in connection with the origination
of such Mortgage Loan), as of the date of such origination, no improvement
that was included for the purpose of determining the appraised value of the
related Mortgaged Property at the time of origination of such Mortgage
C-4
Loan lay outside the boundaries and building restriction lines of such
property to any material extent (unless affirmatively covered by the title
insurance referred to in paragraph (vi) above), and no improvements on
adjoining properties encroached upon such Mortgaged Property to any
material extent. To the Seller's knowledge, based upon opinions of counsel
and/or other due diligence customarily performed by commercial mortgage
lenders, the improvements located on or forming part of such Mortgaged
Property comply in all material respects with applicable zoning laws and
ordinances (except to the extent that they may constitute legal
non-conforming uses).
(xxiv) Originator Authorized. To the extent required under applicable
law as of the Closing Date, the originator of such Mortgage Loan was
authorized to do business in the jurisdiction in which the related
Mortgaged Property is located at all times when it held the Mortgage Loan
to the extent necessary to ensure the enforceability of such Mortgage Loan.
(xxv) No Material Default. To the Seller's knowledge, there exists (A)
no material default, breach or event of acceleration under the related
Mortgage or Mortgage Note, and (B) no event (other than payments due but
not yet delinquent) that, with the passage of time or with notice and the
expiration of any grace or cure period, would constitute such a material
default, breach or event of acceleration; provided, however, that this
representation and warranty does not cover any default, breach or event of
acceleration that specifically pertains to any matter otherwise covered or
addressed by any other representation and warranty made by the Seller
therein.
(xxvi) Adjustable Mortgage Rate. If the Mortgage Loan has an
adjustable Mortgage Rate, all of the terms of the related Mortgage Note
pertaining to interest rate adjustments, payment adjustments and
adjustments of the principal balance are enforceable such adjustments will
not affect the priority of the lien of the related Mortgage, and all such
adjustments and all calculations made before the Cut-off Date were made
correctly and in full compliance with the terms of the related Mortgage and
Mortgage Note.
(xxvii) No Equity Participation or Contingent Interest. The Mortgage
Loan contains no equity participation by the lender, and does not provide
for any contingent or additional interest in the form of participation in
the cash flow of the related Mortgaged Property, or for negative
amortization.
(xxviii) No Advances of Funds. No holder of the Mortgage Loan has, to
the Seller's knowledge, advanced funds or induced, solicited or knowingly
received any advance of funds from a party other than the owner of the
related Mortgaged Property, directly or indirectly, for the payment of any
amount required by the Mortgage Loan.
(xxix) Licenses, Permits, Etc. To the Seller's knowledge, based on due
diligence customarily performed in the origination of comparable mortgage
loans by the Seller, as of the date of origination of the Mortgage Loan,
the related Mortgagor was in possession of all material licenses, permits
and authorizations required by applicable laws for the ownership and
operation of the related Mortgaged Property as it was then operated.
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(xxx) Servicing. The servicing and collection practices used with
respect to the Mortgage Loan have complied with applicable law in all
material respects and are consistent with the servicing standard set forth
in Section 8.1 of the Pooling and Servicing Agreement.
(xxxi) Customary Remedies. The related Mortgage or Mortgage Note,
together with applicable state law, contains customary and enforceable
provisions (subject to the exceptions set forth in paragraph (xii)) such as
to render the rights and remedies of the holders thereof adequate for the
practical realization against the related Mortgaged Property of the
principal benefits of the security intended to be provided thereby.
(xxxii) Insurance and Condemnation Proceeds. The related Mortgage
provides that insurance proceeds and condemnation proceeds will be applied
either to restore or repair the Mortgaged Property, or to repay the
principal of the Mortgage Loan or otherwise at the option of the holder of
the Mortgage.
(xxxiii) LTV. The gross proceeds of each Mortgage Loan to the related
Mortgagor at origination did not exceed the non-contingent principal amount
of the Mortgage Loan and either: (A) such Mortgage Loan is secured by an
interest in real property having a fair market value (1) at the date the
Mortgage Loan was originated at least equal to 80 percent of the original
principal balance of the Mortgage Loan or (2) at the Closing Date at least
equal to 80 percent of the principal balance of the Mortgage Loan on such
date; provided that for purposes hereof, the fair market value of the real
property interest must first be reduced by (X) the amount of any lien on
the real property interest that is senior to the Mortgage Loan and (Y) a
proportionate amount of any lien that is in parity with the Mortgage Loan
(unless such other lien secures a Mortgage Loan that is
cross-collateralized with such Mortgage Loan, in which event the
computation described in clauses (1) and (2) of this paragraph (xxx) shall
be made on a pro rata basis in accordance with the fair market values of
the Mortgaged Properties securing such cross-collateralized Mortgage Loans;
or (B) substantially all the proceeds of such Mortgage Loan were used to
acquire, improve or protect the real property which served as the only
security for such Mortgage Loan (other than a recourse feature or other
third party credit enhancement within the meaning of Treasury Regulations
Section 1.860G-2(a)(1)(ii)).
(xxxiv) LTV and Significant Modifications. If the Mortgage Loan was
"significantly modified" prior to the Closing Date so as to result in a
taxable exchange under Section 1001 of the Code, it either (A) was modified
as a result of the default or reasonably foreseeable default of such
Mortgage Loan or (B) satisfies the provisions of either clause (A)(1) of
paragraph (xxxiii) (substituting the date of the last such modification for
the date the Mortgage Loan was originated) or clause (A)(2) of paragraph
(xxxiii), including the proviso thereto.
(xxxv) [Intentionally Omitted.]
(xxxvi) Litigation. To the Seller's actual knowledge, there are no
pending actions, suits or proceedings by or before any court or
governmental authority against or affecting the
C-6
related Mortgagor or the related Mortgaged Property that, if determined
adversely to such Mortgagor or Mortgaged Property, would materially and
adversely affect the value of the Mortgaged Property or the ability of the
Mortgagor to pay principal, interest or any other amounts due under such
Mortgage Loan.
(xxxvii) Leasehold Estate. Each Mortgaged Property consists of the
related Mortgagor's fee simple estate in real estate or, if the related
Mortgage Loan is secured in whole or in part by the interest of a Mortgagor
as a lessee under a ground lease of a Mortgaged Property (a "Ground
Lease"), by the related Mortgagor's interest in the Ground Lease but not by
the related fee interest in such Mortgaged Property (the "Fee Interest"):
(i) To the actual knowledge of the Seller, such Ground Lease or a
memorandum thereof has been or will be duly recorded; such
Ground Lease (or the related estoppel letter or lender
protection agreement between the Seller and related lessor)
permits the interest of the lessee thereunder to be
encumbered by the related Mortgage; and there has been no
material change in the payment terms of such Ground Lease
since the origination of the related Mortgage Loan, with the
exception of material changes reflected in written
instruments that are a part of the related Mortgage File;
(ii) The lessee's interest in such Ground Lease is not subject to
any liens or encumbrances superior to, or of equal priority
with, the related Mortgage, other than Permitted
Encumbrances;
(iii) The Mortgagor's interest in such Ground Lease is assignable
to the Purchaser and its successors and assigns upon notice
to, but without the consent of, the lessor thereunder (or, if
such consent is required, it has been obtained prior to the
Closing Date) and, in the event that it is so assigned, is
further assignable by the Purchaser and its successors and
assigns upon notice to, but without the need to obtain the
consent of, such lessor;
(iv) Such Ground Lease is in full force and effect, and the Seller
has received no notice that an event of default has occurred
thereunder, and, to the Seller's actual knowledge, there
exists no condition that, but for the passage of time or the
giving of notice, or both, would result in an event of
default under the terms of such Ground Lease;
(v) Such Ground Lease, or an estoppel letter or other agreement,
requires the lessor under such Ground Lease to give notice of
any default by the lessee to the mortgagee, provided that the
mortgagee has provided the lessor with notice of its lien in
accordance with the provisions of such Ground Lease, and such
Ground Lease, or an estoppel letter or other agreement,
further provides that no notice of termination given under
such Ground Lease is
C-7
effective against the mortgagee unless a copy has been
delivered to the mortgagee;
(vi) A mortgagee is permitted a reasonable opportunity (including,
where necessary, sufficient time to gain possession of the
interest of the lessee under such Ground Lease) to cure any
default under such Ground Lease, which is curable after the
receipt of notice of any such default, before the lessor
thereunder may terminate such Ground Lease;
(vii) Such Ground Lease has an original term (including any
extension options set forth therein) which extends not less
than ten years beyond the Stated Maturity Date of the related
Mortgage Loan;
(viii) Under the terms of such Ground Lease and the related
Mortgage, taken together, any related insurance proceeds
other than in respect of a total or substantially total loss
or taking, 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 such proceeds as the repair or
restoration progresses (except in such cases where a
provision entitling another party to hold and disburse such
proceeds would not be viewed as commercially unreasonable by
a prudent commercial mortgage lender), or to the payment of
the outstanding principal balance of the Mortgage Loan
together with any accrued interest thereon; and
(ix) Such Ground Lease does not impose any restrictions on
subletting which would be viewed, as of the date of
origination of the related Mortgage Loan, as commercially
unreasonable by the Seller; and such Ground Lease 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 subtenant of the lessee,
or in any manner, which would adversely affect the security
provided by the related Mortgage
(xxxviii) Deed of Trust. If the related Mortgage is a deed of trust, a
trustee, duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage.
(xxxix) Lien Releases. Except in cases where either (a) a release of a
portion of the Mortgaged Property was contemplated at origination of the
Mortgage Loan and such portion was not considered material for purposes of
underwriting the Mortgage Loan or (b) release is conditioned upon the
satisfaction of certain underwriting and legal requirements and the payment
of a release price, the related Mortgage Note or Mortgage does not require
the holder thereof to
C-8
release all or any portion of the Mortgaged Property from the lien of the
related Mortgage except upon payment in full of all amounts due under such
Mortgage Loan.
(xl) Junior Liens. The Mortgage Loan does not permit the related
Mortgaged Property to be encumbered by any lien junior to or of equal
priority with the lien of the related Mortgage without the prior written
consent of the holder thereof or the satisfaction of debt service coverage
or similar conditions specified therein.
(xli) Mortgagor Bankruptcy. To the Seller's knowledge, the Mortgagor
is not a debtor in any state or federal bankruptcy or insolvency
proceeding.
It is understood and agreed that the representations and warranties set
forth in this Exhibit C shall survive delivery of the respective Mortgage Files
to the Purchaser and/or the Trustee and shall inure to the benefit of the
Purchaser, and its successors and assigns (including without limitation the
Trustee and the holders of the Certificates), notwithstanding any restrictive or
qualified endorsement or assignment.
▇-▇
▇▇▇▇▇▇▇ ▇-▇
FORM OF CERTIFICATE OF AN OFFICER OF
THE SELLER
CERTIFICATE OF OFFICER OF SELLER
I, ▇▇▇▇ ▇. ▇▇▇▇▇▇, a Secretary of GMAC Commercial Mortgage Corporation (the
"Seller"), hereby certify as follows:
The Seller is a corporation duly organized, validly existing and in good
standing under the laws of the State of California.
Attached hereto as Exhibit I are true, correct and complete copies of the
Certificate of Incorporation and By-Laws of the Seller, which Certificate of
Incorporation and By-Laws are on the date hereof, and have been at all times, in
full force and effect.
Attached hereto as Exhibit II is a true, correct and complete copy of the
resolutions adopted by the board of directors of the Seller on __________, 1997,
authorizing the transactions contemplated by that certain Mortgage Loan Purchase
Agreement, dated as of March 20, 1997, (the "Purchase Agreement"), between the
Seller and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc., and such resolutions have not been
rescinded, annulled or amended since the date of their adoption.
To the best of my knowledge, no proceedings looking toward liquidation or
dissolution of the Seller are pending or contemplated.
Each person listed below is and has been the duly elected or appointed, as
the case may be, and qualified officer, representative or authorized signatory
of the Seller and his genuine signature is set forth opposite his name:
NAME OFFICE SIGNATURE
_________________ __________________ __________________
_________________ __________________ __________________
Each person listed above who signed, either manually or by facsimile
signature, the Purchase Agreement and any other document or certificate
delivered by or on behalf of the Seller on or before the date hereof in
connection with the transactions contemplated by the Purchase Agreement, was, at
the respective times of such signing and delivery, duly authorized or appointed
to execute such documents in such capacity, and the signatures of such persons
or facsimiles thereof appearing on such documents are their genuine signatures.
D1-1
Capitalized terms not otherwise defined herein have the meanings
assigned to them in the Purchase Agreement.
IN WITNESS WHEREOF, the undersigned has executed this certificate as of
March __________, 1997.
By:_____________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Secretary
I, [name], [title], hereby certify that ________________ is a duly elected
or appointed, as the case may be, qualified and acting ______________ of the
Seller and that the signature appearing above is his/her genuine signature.
IN WITNESS WHEREOF, the undersigned has executed this certificate as of
March __________, 1997.
By:_____________________________
Name:
Title:
D1-2
EXHIBIT D-2
FORM OF CERTIFICATE OF THE SELLER
CERTIFICATE OF SELLER
In connection with the execution and delivery by GMAC Commercial Mortgage
Corporation (the "Seller") of, and the consummation of the transaction
contemplated by, that certain Mortgage Loan Purchase Agreement, dated as of
March 20, 1997 (the "Purchase Agreement"), between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital I Inc.
and the Seller, the Seller hereby certifies that (i) the representations and
warranties of the Seller in the Purchase Agreement are true and correct in all
material respects at and as of the date hereof with the same effect as if made
on the date hereof, and (ii) the Seller has, in all material respects, complied
with all the agreements and satisfied all the conditions on its part to be
performed or satisfied at or prior to the date hereof. Capitalized terms not
otherwise defined herein have the meanings assigned to them in the Purchase
Agreement.
Certified this ___ day of March, 1997.
GMAC COMMERCIAL MORTGAGE CORPORATION
By:_____________________________
Name:
Title:
D2-1
EXHIBIT D-3A
FORM OF OPINION I OF COUNSEL TO THE SELLER
D3-1
EXHIBIT D-3B
FORM OF OPINION II OF COUNSEL TO THE SELLER
D3-2
EXHIBIT E
FORM OF CONFIDENTIALITY AGREEMENT
E-1
