<PAGE> 1
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-19591
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JUNE 15, 1997
$422,474,000
(APPROXIMATE)
AMRESCO COMMERCIAL MORTGAGE FUNDING I CORPORATION DEPOSITOR
AMRESCO SERVICES
AS MASTER SERVICER
MIDLAND LOAN SERVICES, L.P.
AS SPECIAL SERVICER
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-C1
---------------------
The Series 1997-C1 Mortgage Pass-Through Certificates (the "Certificates")
will include the following classes of Certificates, designated as the Class A1,
Class A2, Class A3, Class B, Class C, Class D, Class E and Class F Certificates
(the "Offered Certificates"). In addition to the Offered Certificates, the
Certificates will also include the Class X, Class G, Class H, Class J, Class K,
Class L, Class R-I, Class R-II and Class R-III Certificates. Only the Offered
Certificates are offered hereby.
---------------------(cover continued on next page)
THE YIELD TO MATURITY ON THE OFFERED CERTIFICATES WILL DEPEND ON THE RATE AND
TIMING OF PRINCIPAL PAYMENTS (INCLUDING PREPAYMENTS, DEFAULTS AND LIQUIDATIONS)
ON THE MORTGAGE LOANS. THE YIELD TO MATURITY ON EACH CLASS OF OFFERED
CERTIFICATES WILL BE SENSITIVE TO LOSSES DUE TO DEFAULTS ON THE MORTGAGE LOANS
(AND THE TIMING THEREOF), TO THE EXTENT THAT SUCH LOSSES ARE NOT COVERED BY ANY
CLASS OF CERTIFICATES HAVING A LOWER PAYMENT PRIORITY, AS DESCRIBED HEREIN. THE
RATES OF PREPAYMENT, DEFAULTS AND LIQUIDATIONS ON THE MORTGAGE LOANS MAY
FLUCTUATE SIGNIFICANTLY OVER TIME. SEE "SUMMARY -- SPECIAL PRINCIPAL PAYMENT
CONSIDERATIONS" AND "-- SPECIAL YIELD CONSIDERATIONS", AND "CERTAIN PREPAYMENT,
MATURITY AND YIELD CONSIDERATIONS" HEREIN AND "YIELD CONSIDERATIONS" IN THE
PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Prospective investors should review the information appearing under the
caption "Risk Factors" beginning on page S-15 herein and page 14 in the
Prospectus before purchasing any Offered Certificates.
---------------------
<TABLE>
<CAPTION>
PASS- RATED FINAL
INITIAL CLASS THROUGH RATINGS DISTRIBUTION
BALANCE(1) RATE S&P/FITCH DATE(3)
------------- ------- ---------- -------------
<S> <C> <C> <C> <C>
Class A1.................................................... $147,300,000 6.73% AAA/AAA June 17, 2029
Class A2.................................................... $ 40,000,000 7.18% AAA/AAA June 17, 2029
Class A3.................................................... $141,558,000 7.19% AAA/AAA June 17, 2029
Class B..................................................... $ 24,004,000 7.24%(2) AA/AA+ June 17, 2029
Class C..................................................... $ 12,002,000 7.27%(2) A+/AA June 17, 2029
Class D..................................................... $ 21,604,000 7.32%(2) A/A June 17, 2029
Class E..................................................... $ 26,405,000 7.44%(2) BBB/BBB June 17, 2029
Class F..................................................... $ 9,601,000 7.64%(2) BBB-/BBB- June 17, 2029
</TABLE>
- ---------------
(1) Subject to a permitted variance of plus or minus 5.00%.
(2) Subject to a cap equal to the weighted average of the Remittance Rates (as
defined herein) in effect from time to time on the Mortgage Loans.
(3) The Rated Final Distribution Date is the Distribution Date following the
second anniversary after the date on which all the Mortgage Loans have zero
balances, assuming no prepayments and that the Mortgage Loans which are
Balloon Mortgage Loans fully amortize according to their amortization
schedule and no Balloon Payment is made.
The Underwriter has proposed to offer the Offered Certificates from time to
time for sale in negotiated transactions, or otherwise, at varying prices to be
determined at the time of each sale. The Underwriter has agreed to purchase the
Offered Certificates from the Depositor at 100.45% of their principal amount
($424,372,892 aggregate proceeds to the Depositor, before deducting expenses
payable by the Depositor estimated at $2,460,000), plus accrued interest from
June 9, 1997, subject to the terms and conditions set forth in the Underwriting
Agreement.
The Offered Certificates will be offered by Goldman, Sachs & Co. (the
"Underwriter") when, as and if issued by the Trust Fund, delivered to and
accepted by the Underwriter and subject to its right to reject orders in whole
or in part. It is expected that the Offered Certificates will be delivered in
book-entry form through the Same-Day Funds Settlement System of DTC on or about
July 8, 1997 (the "Delivery Date"), against payment therefor in immediately
available funds.
GOLDMAN, SACHS & CO.
The date of this Prospectus Supplement is June 30, 1997
<PAGE> 2
The Certificates will represent in the aggregate the entire beneficial
interest in a trust fund (the "Trust Fund") to be established by AMRESCO
Commercial Mortgage Funding I Corporation (the "Depositor"). The Trust Fund will
consist primarily of a pool (the "Mortgage Pool") of fixed rate mortgage loans
with original terms to maturity of not more than 360 months (such mortgage loans
are referred to collectively herein as the "Mortgage Loans"), secured by first
liens on fee simple or leasehold interests in multifamily, retail, hotel,
office, industrial, and other commercial properties. Security for a material
concentration of the Mortgage Loans in the Trust Fund, based on principal
balance at the time the Trust Fund is formed, will be represented by each of:
(a) multifamily properties consisting of five or more rental or cooperatively
owned dwellings, (b) retail properties and (c) office properties. The Mortgage
Loans were originated by several institutions identified herein (collectively,
the "Originators"). The Mortgage Loans (other than the Central Park Loans) were
acquired by an affiliate of the Depositor and will be sold to the Depositor on
or prior to the date of initial issuance of the Certificates.
Distributions on the Certificates will be made, to the extent of available
funds, on the 17th day of each month or, if any such day is not a business day,
on the next succeeding business day, beginning in July, 1997 (each, a
"Distribution Date"). As more fully described herein, distributions allocable to
interest, if any, on the Offered Certificates on each Distribution Date will be
based on the then applicable pass-through rate (the "Pass-Through Rate") and the
aggregate principal balance (the "Class Balance") of such class outstanding
immediately prior to such Distribution Date. The Pass-Through Rates applicable
to the Class A1, Class A2 and Class A3 Certificates will be as set forth above.
The Pass-Through Rates for the Class B, Class C, Class D, Class E, and Class F
Certificates will be as set forth above, subject to a cap in each case equal to
the weighted average of the Remittance Rates in effect from time to time on the
Mortgage Loans. Distributions in respect of principal, if any, of the
Certificates will be made as described herein under "Description of the
Certificates -- Distributions" and "-- Priority of Distributions".
The Class A1, Class A2 and Class A3 Certificates will evidence
approximately an initial 68.50% undivided interest in the Trust Fund. The Class
B Certificates will evidence approximately an initial 5.00% undivided interest
in the Trust Fund. The Class C Certificates will evidence approximately an
initial 2.50% undivided interest in the Trust Fund. The Class D Certificates
will evidence approximately an initial 4.50% undivided interest in the Trust
Fund. The Class E Certificates will evidence approximately an initial 5.50%
undivided interest in the Trust Fund. The Class F Certificates will evidence
approximately an initial 2.00% undivided interest in the Trust Fund.
It is a condition of the issuance of the Class A1, Class A2 and Class A3
Certificates that they be rated "AAA" by Standard & Poor's Rating Services, a
division of The McGraw-Hill Companies, Inc. ("S&P") and Fitch Investors Service,
L.P. ("Fitch"). It is a condition of the issuance of the Class B Certificates
that they be rated not lower than "AA" by S&P and "AA+" by Fitch. It is a
condition of the issuance of the Class C Certificates that they be rated not
lower than "A+" by S&P and "AA" by Fitch. It is a condition of the issuance of
the Class D Certificates that they be rated not lower than "A" by S&P and Fitch.
It is a condition of the issuance of the Class E Certificates that they be rated
not lower than "BBB" by S&P and Fitch. It is a condition of the issuance of the
Class F Certificates that they be rated not lower than "BBB-" by S&P and Fitch.
See "Rating" herein.
AMRESCO Services, a division of AMRESCO Management, Inc. will act as master
servicer (in such capacity, the "Master Servicer") and Midland Loan Services,
L.P. will act as special servicer (in such capacity, the "Special Servicer") of
the Mortgage Loans. The obligations of the Master Servicer and the Special
Servicer with respect to the Certificates will be limited to their contractual
servicing obligations and the obligation of the Master Servicer under certain
circumstances to make P&I Advances (as defined herein) to the
Certificateholders. The Master Servicer will publicly release certain
information on the Mortgage Loans via Internet Access or other electronic
source. It is possible that the Special Servicer or one or more of its
affiliates may in the future purchase a portion of the Certificates. See
"Servicing" herein.
(continued on following page)
ii
<PAGE> 3
(continued from previous page)
As described herein, three separate "real estate mortgage investment
conduit" ("REMIC") elections will be made in connection with the Trust Fund for
federal income tax purposes. The Certificates, other than the Class R-I, Class
R-II and Class R-III Certificates will constitute one or more "regular
interests" in REMIC III and the Class R-I, Class R-II and Class R-III
Certificates will constitute the sole class of "residual interests" in the
related REMIC. See "Federal Income Tax Consequences" herein and in the
Prospectus.
The Offered Certificates initially will be represented by certificates
registered in the name of Cede & Co., as nominee of The Depository Trust Company
("DTC"), as further described herein. The interests of beneficial owners of the
Offered Certificates will be represented by book entries on the records of
participating members of DTC. Definitive certificates will be available for the
Offered Certificates only under the limited circumstances described herein. See
"Description of the Certificates -- Book-Entry Registration of the Offered
Certificates" herein.
PROCEEDS OF THE ASSETS IN THE TRUST FUND ARE THE SOLE SOURCE OF PAYMENTS ON
THE OFFERED CERTIFICATES. THE OFFERED CERTIFICATES DO NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER,
AMRESCO, INC., THE TRUSTEE, THE UNDERWRITER OR ANY OF THEIR AFFILIATES. NEITHER
THE OFFERED CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY THE DEPOSITOR,
THE MASTER SERVICER, THE SPECIAL SERVICER, AMRESCO, INC., THE TRUSTEE, THE
UNDERWRITER OR ANY OF THEIR AFFILIATES.
See "Index of Principal Definitions" in the Prospectus for the location of
meanings of capitalized terms used but not defined herein. See "Index of
Principal Definitions" herein for location of meanings of other capitalized
terms used herein.
There is currently no secondary market for the Offered Certificates. The
Underwriter currently expects to make a secondary market in the Offered
Certificates, but has no obligation to do so. There can be no assurance that
such a market will develop or, if it does develop, that it will continue. See
"Method of Distribution" herein.
THIS PROSPECTUS SUPPLEMENT DOES NOT CONTAIN COMPLETE INFORMATION ABOUT THE
OFFERING OF THE OFFERED CERTIFICATES. ADDITIONAL INFORMATION IS CONTAINED IN THE
PROSPECTUS, DATED JUNE 15, 1997 AND ATTACHED HERETO. PURCHASERS ARE URGED TO
READ BOTH THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS IN FULL. SALES OF THE
CERTIFICATES OFFERED HEREBY MAY NOT BE CONSUMMATED UNLESS THE PURCHASER HAS
RECEIVED BOTH THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED
THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
iii
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SUMMARY OF PROSPECTUS SUPPLEMENT............................ S-2
RISK FACTORS................................................ S-15
DESCRIPTION OF THE MORTGAGE POOL............................ S-24
General................................................ S-24
Mortgage Loans Secured by Multifamily Rental
Properties............................................ S-25
Mortgage Loans Secured by Retail Properties............ S-26
Mortgage Loans Secured by Office Properties............ S-26
Representations and Warranties......................... S-27
Certain Characteristics of the Mortgage Loans.......... S-36
Additional Mortgage Loan Information................... S-37
Largest Loans, Significant Related Borrowers and Other
Issues................................................ S-52
Escrows................................................ S-57
Underwriting Guidelines................................ S-58
Additional Information................................. S-62
DESCRIPTION OF THE CERTIFICATES............................. S-62
General................................................ S-62
Book-Entry Registration of the Offered Certificates.... S-63
Distributions.......................................... S-64
Priority of Distributions.............................. S-67
Other Certificates..................................... S-68
Subordination.......................................... S-68
Advances............................................... S-70
CERTAIN PREPAYMENT, MATURITY AND YIELD CONSIDERATIONS....... S-71
General................................................ S-71
Weighted Average Life of the Offered Certificates...... S-71
Class B, Class C, Class D, Class E and Class F Yield
Considerations........................................ S-77
SERVICING................................................... S-78
The Master Servicer.................................... S-78
The Special Servicer................................... S-79
Responsibilities of Master Servicer.................... S-79
Responsibilities of Special Servicer................... S-80
Modifications, Waivers and Amendments.................. S-81
The Controlling Class Representative................... S-82
Servicing and Other Compensation and Payment of
Expenses.............................................. S-82
Conflicts of Interest.................................. S-83
DESCRIPTION OF THE POOLING AND SERVICING AGREEMENT.......... S-83
General................................................ S-83
Assignment of the Mortgage Loans....................... S-84
</TABLE>
Trustee................................................ S-84
Fiscal Agent........................................... S-84
Resignation and Removal of the Trustee and Fiscal
Agent................................................. S-85
Collection Accounts and Certificate Account............ S-85
Reports to Certificateholders.......................... S-86
Voting Rights.......................................... S-86
Termination............................................ S-86
USE OF PROCEEDS............................................. S-87
FEDERAL INCOME TAX CONSEQUENCES............................. S-87
iv
<PAGE> 5
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
STATE TAX CONSIDERATIONS.................................... S-88
ERISA CONSIDERATIONS........................................ S-88
LEGAL INVESTMENT............................................ S-90
METHOD OF DISTRIBUTION...................................... S-90
LEGAL MATTERS............................................... S-92
RATING...................................................... S-92
</TABLE>
v
<PAGE> 6
<TABLE>
<CAPTION>
CERTIFICATE SUMMARY
- -------------------------------------------------------------------------------------------------------------------------------
APPROXIMATE APPROXIMATE
PERCENT OF CREDIT INITIAL CLASS RATINGS
TOTAL SUPPORT CLASS BALANCE (S&P/FITCH)
- -------------------------------------------------------------------------------------------------------------------------------
<C> <C> <S> <C> <C> <C> <C>
CLASS A1 CLASS A2 CLASS A3
$147,300,000 $40,000,000 $141,558,000
68.5% 31.5% -- AAA/AAA AAA/AAA AAA/AAA
- --------------------------------------------------------------------------------------------------------------
5.0 26.5 CLASS B $24,004,000 AA/AA+
- --------------------------------------------------------------------------------------------------------------
2.5 24.0 CLASS C $12,002,000 A+/AA
- --------------------------------------------------------------------------------------------------------------
4.5 19.5 CLASS D $21,604,000 A/A
- --------------------------------------------------------------------------------------------------------------
5.5 14.0 CLASS E $26,405,000 BBB/BBB
- --------------------------------------------------------------------------------------------------------------
2.0 12.0 CLASS F $ 9,601,000 BBB-/BBB-
- --------------------------------------------------------------------------------------------------------------
6.5 5.5 CLASS G $31,206,000 BB/BB
- --------------------------------------------------------------------------------------------------------------
1.0 4.5 CLASS H $ 4,801,000 BB-/BB-
- --------------------------------------------------------------------------------------------------------------
1.5 3.0 CLASS J $ 7,201,000 B/B
- --------------------------------------------------------------------------------------------------------------
0.5 2.5 CLASS K $ 2,400,000 B-/B-
- --------------------------------------------------------------------------------------------------------------
2.5 0.0 CLASS L $12,003,034 NR/NR
- -------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
CERTIFICATE SUMMARY
- --------------
APPROXIMATE
PERCENT OF
TOTAL
- -------------- ----------------------
<S> <C>
68.5%
- --------------
5.0
- --------------
2.5
- --------------
4.5 CLASS X
- --------------
5.5 $480,085,034
- --------------
2.0 NR/AAA
- --------------
6.5
- --------------
1.0
- --------------
1.5
- --------------
0.5
- --------------
2.5
- --------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
INITIAL PASS-
AGGREGATE THROUGH WEIGHTED
CLASS BALANCE OR APPROXIMATE RATE AS OF AVG.
RATINGS NOTIONAL CREDIT CUT-OFF LIFE(2) PRINCIPAL
CLASS S&P/FITCH AMOUNT SUPPORT DESCRIPTION DATE (YRS.) WINDOW(2)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Offered Certificates
- ------------------------------------------------------------------------------------------------------------------
A1 AAA/AAA $ 147,300,000 31.5% Fixed Rate 6.73% 4.96 07/97-07/04
- ------------------------------------------------------------------------------------------------------------------
A2 AAA/AAA $ 40,000,000 31.5 Fixed Rate 7.18 8.60 07/04-09/06
- ------------------------------------------------------------------------------------------------------------------
A3 AAA/AAA $ 141,558,000 31.5 Fixed Rate 7.19 9.42 09/06-02/07
- ------------------------------------------------------------------------------------------------------------------
B AA/AA+ $ 24,004,000 26.5 Fixed Rate(1) 7.24 9.68 02/07-03/07
- ------------------------------------------------------------------------------------------------------------------
C A+/AA $ 12,002,000 24.0 Fixed Rate(1) 7.27 9.69 03/07-03/07
- ------------------------------------------------------------------------------------------------------------------
D A/A $ 21,604,000 19.5 Fixed Rate(1) 7.32 9.75 03/07-04/07
- ------------------------------------------------------------------------------------------------------------------
E BBB/BBB $ 26,405,000 14.0 Fixed Rate(1) 7.44 9.78 04/07-04/07
- ------------------------------------------------------------------------------------------------------------------
F BBB-/BBB- $ 9,601,000 12.0 Fixed Rate(1) 7.64 9.85 04/07-05/07
- ------------------------------------------------------------------------------------------------------------------
Certificates Not Offered Hereby
- ------------------------------------------------------------------------------------------------------------------
X Not Rated/AAA $480,085,034(3) N/A (4) (4) N/A N/A
- ------------------------------------------------------------------------------------------------------------------
G BB/BB $ 31,206,000 5.5% Fixed Rate 7.00% 9.86 05/07-05/07
- ------------------------------------------------------------------------------------------------------------------
H BB-/BB- $ 4,801,000 4.5 Fixed Rate 7.00 9.91 05/07-06/07
- ------------------------------------------------------------------------------------------------------------------
J B/B $ 7,201,000 3.0 Fixed Rate 7.00 9.94 06/07-06/07
- ------------------------------------------------------------------------------------------------------------------
K B-/B- $ 2,400,000 2.5 Fixed Rate 7.00 9.94 06/07-06/07
- ------------------------------------------------------------------------------------------------------------------
L NR/NR $ 12,003,034 0.0 Fixed Rate 7.00 14.92 06/07-04/17
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Subject to a cap equal to the weighted average of the Remittance Rates (as
defined herein) in effect from time to time on the Mortgage Loans.
(2) Assuming a 0% CPR.
(3) Notional Amount.
(4) The Class X Certificates will be entitled to interest on any Distribution
Date equal to the excess of (a) an amount equal to the product of (i) the
weighted average of the Remittance Rates on the Mortgage Loans for the month
immediately preceding the month in which such Distribution Date occurs (but
without regard to any modifications made subsequent to the Cut-Off Date)
times (ii) the aggregate Scheduled Principal Balance of the Mortgage Loans
immediately prior to the Due Date preceding such Distribution Date, over (b)
an amount equal to the sum of the products of the Pass-Through Rates of the
Certificates (other than the Class X Certificates) with respect to such
Distribution Date, multiplied in each case by the Class Balances of the
related Certificates immediately prior to such Distribution Date, calculated
on the basis of a 360-day year consisting of twelve 30-day months. The Class
X Certificates will not be entitled to distributions of principal in respect
of the Mortgage Loans.
S-1
<PAGE> 7
SUMMARY OF PROSPECTUS SUPPLEMENT
The following summary is qualified in its entirety by reference to the
detailed information appearing elsewhere in this Prospectus Supplement and in
the accompanying Prospectus. Certain capitalized terms used in this Summary are
defined elsewhere in this Prospectus Supplement or in the Prospectus. See "Index
of Principal Definitions" herein and in the Prospectus.
Title of Certificates...... Mortgage Pass-Through Certificates, Series 1997-C1
(the "Certificates").
Depositor.................. AMRESCO Commercial Mortgage Funding I Corporation,
a Delaware corporation (the "Depositor"), an
indirect wholly-owned limited purpose finance
subsidiary of AMRESCO, INC. See "The Depositor" in
the Prospectus.
Sellers.................... AMRESCO CAPITAL CORPORATION, a Texas corporation
("ACC"), and Goldman Sachs Mortgage Company, a New
York limited partnership ("GSMC").
Originators................ 75 Mortgage Loans, 16 Mortgage Loans, four Mortgage
Loans and two Mortgage Loans, representing 68.80%,
21.08%, 5.06% and 5.07% of the Mortgage Loans by
outstanding principal balance as of the Cut-Off
Date (as defined herein), were originated,
respectively, by: ACC; SouthTrust Bank, NA, a
national banking association; Central Park Capital,
LLC, a Delaware limited liability company; and two
other originators.
Master Servicer............ AMRESCO Services, a division of AMRESCO Management,
Inc., a Texas corporation ("AMRESCO Services"). See
"Servicing -- The Master Servicer" and
"Servicing -- Responsibilities of Master Servicer"
herein.
Special Servicer........... Midland Loan Services, L.P., a Missouri limited
partnership.
Trustee.................... LaSalle National Bank, a national banking
corporation.
Fiscal Agent............... ABN AMRO Bank N.V., a Netherlands banking
corporation and an affiliate of the Trustee.
Cut-Off Date............... June 1, 1997.
Delivery Date.............. On or about July 8, 1997.
Record Date................ With respect to the first Distribution Date, July
8, 1997, and with respect to each Distribution Date
thereafter, the last business day of the month
preceding the month of such Distribution Date.
Determination Date......... The 12th day of each month or, if such 12th day is
not a business day, the immediately preceding
business day, beginning in July 1997.
Distribution Dates......... Distributions on the Certificates will be made by
the Trustee, to the extent of available funds, on
the 17th day of each month or, if any such 17th day
is not a business day, on the next succeeding
business day, beginning in July 1997 (each, a
"Distribution Date"), to the Holders of record as
of the close of business on the preceding Record
Date. Notwithstanding the above, the final
distribution on any Certificate will be made after
due notice by the Trustee of the pendency of such
distribution and only upon
S-2
<PAGE> 8
presentation and surrender of such Certificates at
the location to be specified in such notice.
Prepayment Period.......... With respect to any Distribution Date, the period
beginning the day after the Determination Date in
the month immediately preceding the month in which
such Distribution Date occurs (or on the Cut-Off
Date, in the case of the first Distribution Date)
through and including the Determination Date
immediately preceding such Distribution Date.
Rated Final Distribution
Date....................... June 17, 2029, which is the Distribution Date
following the second anniversary after the date on
which all the Mortgage Loans have zero balances,
assuming no prepayments and that the Mortgage Loans
which are Balloon Mortgage Loans fully amortize
according to their amortization schedule and no
Balloon Payment is made.
Registration of the Offered
Certificates............. The Offered Certificates (the "DTC Registered
Certificates") will be represented by one or more
global certificates registered in the name of Cede
& Co., as nominee of The Depository Trust Company
("DTC"). See "Description of the
Certificates -- General" herein and "Description of
the Certificates -- Book-Entry Registration and
Definitive Certificates" in the Prospectus.
Denominations.............. The DTC Registered Certificates will be issuable on
the book-entry records of DTC and its Participants
in denominations of $10,000 and integral multiples
of $1.00 in excess thereof.
The Mortgage Pool.......... The Trust Fund will consist of a pool (the
"Mortgage Pool") of 97 fixed rate mortgage loans
(the "Mortgage Loans") secured by first liens on
fee simple or leasehold interests in multifamily,
retail, office, hotel, industrial, health
care-related and self-storage properties (the
"Mortgaged Properties") located in 28 states and
the District of Columbia. See "Risk
Factors -- Risks Associated with Certain of the
Mortgage Loans and Mortgaged Properties" herein.
The Mortgage Loans (other than the Central Park
Loans, the SouthTrust Loans, the Ordway Loan and
the Rustic Hills Loan) were originated for sale to
AMRESCO Commercial Mortgage Funding, L.P. ("ALP")
and were underwritten generally in conformity with
certain guidelines established by ACC and approved
by ALP. The Central Park Loans were originated in
accordance with such guidelines and purchased by
GSMC. The SouthTrust Loans, the Ordway Loan and the
Rustic Hills Loan were purchased by ACC and were
reunderwritten by ACC at the time of purchase as
described herein. See "Description of the Mortgage
Pool -- Underwriting Guidelines" herein. The
Mortgage Loans (other than the Central Park Loans)
will be acquired by ACC from ALP. The Depositor
will then acquire the Mortgage Loans from the
Sellers on or before the Delivery Date. The
Mortgage Loans provide for scheduled payments of
principal and/or interest ("Monthly Payments") to
be due on the first day of each month (the "Due
Date"). Certain Mortgage Loans as described below
provide for monthly payments of principal based on
an amortization schedule longer, and in some cases
significantly longer, than the remaining term of
such Mortgage Loan
S-3
<PAGE> 9
(each, a "Balloon Mortgage Loan"), thereby leaving
a substantial outstanding principal amount due and
payable (the "Balloon Payment") on its maturity
date, unless prepaid prior thereto.
<TABLE>
<CAPTION>
<S> <C>
GENERAL CHARACTERISTICS
Initial Pool Balance(1)..................................... $480,085,034
Number of Mortgage Loans.................................... 97
Number of Mortgaged Properties.............................. 108
Average Mortgage Loan Balance............................... $ 4,949,330
Weighted Average Mortgage Rate.............................. 8.738%
Weighted Average Loan-to-Value Ratio........................ 68.8
Weighted Average Remaining Term to Maturity (months)........ 109
Weighted Average DSCR(2).................................... 1.33x
Fully Amortized Loans....................................... 3
Balloon Loans............................................... 94
</TABLE>
- ---------------
(1) Subject to a permitted variance of plus or minus 5%.
(2) Debt Service Coverage Ratio ("DSCR") for any Mortgage Loan is equal to the
Net Cash Flow from the related Mortgaged Property divided by Annual Debt
Service for such Mortgaged Property (as such terms are defined under
"Description of the Mortgage Pool -- Additional Mortgage Loan Information"
herein).
LOAN-TO-VALUE RATIO
<TABLE>
<CAPTION>
% OF INITIAL NUMBER OF
RANGE OF LOAN TO VALUE RATIOS POOL BALANCE MORTGAGE LOANS
- ----------------------------- ------------ --------------
<S> <C> <C> <C>
30.0-49.9%..................................................... 6.11% 5
50.0-64.9...................................................... 20.71 26
65.0-74.9...................................................... 52.09 50
75.0-84.9...................................................... 21.10 16
</TABLE>
Except in certain limited circumstances, each
Mortgage Loan (other than the Ordway Loan) either
prohibits voluntary prepayments during a certain
number of years following the origination thereof
and/or allows the borrower thereunder (the
"Mortgagor") to prepay the principal balance
thereof in whole or in part during a certain number
of years following the origination if accompanied
by payment of a premium (the "Prepayment Premium")
or a yield maintenance charge (the "Yield
Maintenance Charge"). See Annex A hereto and the
table entitled "Prepayment Lock-out/Prepayment
Premium Analysis" under "Description of the
Mortgage Pool -- Certain Characteristics of the
Mortgage Loans" herein. Any Prepayment Premium or
Yield Maintenance Charge collected on a Mortgage
Loan will be distributed to the holders of the
Certificates as described herein. See "Special
Principal Payment Considerations" below, "Risk
Factors -- Special Prepayment Considerations",
"Description of the
Certificates -- Distributions -- Interest
Distributions on the Certificates" and "Certain
Prepayment, Maturity and Yield Considerations"
herein and "Yield Considerations" in the
Prospectus.
In connection with its acquisition of the Mortgage
Loans, the Depositor will obtain certain
representations from GSMC as to the
S-4
<PAGE> 10
Central Park Loans and from ACC as to all other
Mortgage Loans. GSMC and ACC will covenant with the
Depositor to cure any breach of such
representations and warranties or to repurchase any
Mortgage Loan sold by them, respectively, in
connection with which there has been a breach of a
representation or warranty which materially and
adversely affects the value of such Mortgage Loan
or the interest of the Certificateholders in such
Mortgage Loan. The Depositor will assign such
representations and warranties and covenants to the
Trustee under the Pooling and Servicing Agreement
(as defined below). The sole remedy available to
the Trustee or the Certificateholders is the
obligation of GSMC or ACC, as the case may be, to
cure any such breach or repurchase any such
Mortgage Loan. Annex A identifies the Seller with
respect to each Mortgage Loan.
For a further description of the Mortgage Loans,
see "Description of the Mortgage Pool" herein.
The Offered Certificates... The Certificates will be issued pursuant to a
pooling and servicing agreement, to be dated as of
the Cut-Off Date, among the Depositor, the Master
Servicer, the Special Servicer, the Fiscal Agent
and the Trustee (the "Pooling and Servicing
Agreement"). The
Offered Certificates will have the initial Class
Balances set forth on the cover hereof.
Pass-Through Rate on the
Offered Certificates..... The Pass-Through Rates on the Class A1, Class A2
and Class A3 Certificates are fixed and are set
forth on the cover hereof. The Pass-Through Rates
on the Class B, Class C, Class D, Class E, and
Class F Certificates will equal the rates set forth
on the cover hereof, subject to a cap equal to the
weighted average of the Remittance Rates in effect
from time to time on the Mortgage Loans. The
"Remittance Rate" in effect for any Mortgage Loan
as of any date of determination is equal to the
excess of the Mortgage Interest Rate thereon as set
forth in the related Mortgage Note (the "Mortgage
Interest Rate") (without giving effect to any
modification or reduction thereof following the
Cut-Off Date) over the sum of the related Servicing
Fee Rate (as defined herein), the fee payable to
the Trustee and the Retained Interest (as defined
herein), if any. The Mortgage Interest Rate for
each of the Mortgage Loans which provide for the
computation of interest other than on the basis of
a 360-day year consisting of twelve 30-day months
(a "30/360 basis") (that is, the basis on which
interest on the Certificates accrues) will be
adjusted to reflect that difference.
Interest Distributions on
the Certificates........... Subject to the distribution of the Principal
Distribution Amount to the Holders of classes of
Certificates of a higher priority as described
under "Priority of Distributions" below, Holders of
each class of Offered Certificates will be entitled
to receive on each Distribution Date in the order
described herein, to the extent of the Available
Distribution Amount (as defined herein) for such
Distribution Date, distributions allocable to
interest in an amount (the "Interest Distribution
Amount") equal to the interest accrued
S-5
<PAGE> 11
during the period from and including the first day
of the month preceding the month of the
Distribution Date (or from and including June 9,
1997, in the case of the initial Distribution Date)
to and including the last day of the month
preceding the month of the Distribution Date (or to
and including July 8, 1997, in the case of the
first Distribution Date)(based on a 360-day year
consisting of twelve 30-day months) on the related
Class Balance immediately prior to such
Distribution Date at the then-applicable Pass-
Through Rate (the "Interest Accrual Amount") less
such class's pro rata share, by Interest Accrual
Amount, of any interest shortfall not related to a
Mortgagor delinquency or default, such as
Prepayment Interest Shortfalls to the extent not
offset as described herein, and shortfalls
associated with exemptions provided by the Relief
Act (as defined in the Prospectus). If the
Available Distribution Amount for any Distribution
Date is less than the Interest Distribution Amount
for such Distribution Date, the shortfall will be
part of the Interest Distribution Amount
distributable to holders of Offered Certificates on
subsequent Distribution Dates, together with
interest on the amount of such shortfall at the
then-applicable Pass-Through Rate for such class of
Offered Certificates, to the extent of available
funds.
Any Prepayment Premiums or Yield Maintenance
Charges actually received as of a Determination
Date will be distributed to the Holders of the
Certificates on the related Distribution Date in
the amounts and with the priorities described under
"Description of the
Certificates -- Distributions -- Distribution of
Prepayment Premiums and Yield Maintenance Charges."
See "-- Special Yield Considerations" below and
herein.
The "Available Distribution Amount" for any
Distribution Date generally includes: (i) scheduled
payments on the Mortgage Loans due on or prior to
the related Due Date immediately preceding, and
collected as of, the related Determination Date and
unscheduled payments and other collections on the
Mortgage Loans collected during the related
Prepayment Period, net of any Retained Interest (as
defined herein) and of amounts payable or
reimbursable to the Master Servicer, the Trustee,
the Fiscal Agent or the Special Servicer therefrom
and (ii) any P&I Advances made by the Master
Servicer, the Trustee or the Fiscal Agent for the
related Distribution Date. See "Description of the
Certificates -- Distributions -- Interest
Distributions on the Certificates" herein.
S-6
<PAGE> 12
Principal Distributions on
the Certificates........... Holders of the Certificates will be entitled to
receive on each Distribution Date in reduction of
the related Class Balance in the order described
herein until the related Class Balance is reduced
to zero, to the extent of the balance of the
Available Distribution Amount remaining after the
payment of the Interest Distribution Amount for
such Distribution Date for the classes of
Certificates with the highest priority of payment
for interest payments (as described under "Priority
of Distributions" below) distributions in respect
of principal in an amount (the "Principal
Distribution Amount") equal to the aggregate of (i)
all scheduled payments of principal (other than
Balloon Payments) due on the Mortgage Loans on the
related Due Date whether or not received and all
scheduled Balloon Payments received, (ii) if the
scheduled Balloon Payment is not received, with
respect to any Balloon Mortgage Loans on and after
the Maturity Date thereof, the principal payment
that would need to be received in the related month
in order to fully amortize such Balloon Mortgage
Loan with level monthly payments by the end of the
term used to derive scheduled payments of principal
due prior to the related Maturity Date, and (iii)
to the extent not previously advanced, any
unscheduled principal recoveries received during
the related Prepayment Period in respect of the
Mortgage Loans, whether in the form of liquidation
proceeds, insurance proceeds, condemnation proceeds
or amounts received as a result of the purchase of
any Mortgage Loan out of the Trust Fund to the
extent not required to be otherwise applied
pursuant to the terms of the related Mortgage Loan.
See "Description of the
Certificates -- Distributions -- Principal
Distributions on the Offered Certificates" herein.
Priority of
Distributions.............. The Available Distribution Amount for any
Distribution Date will be applied (a) first, to
distributions of interest on the classes of
Certificates outstanding with highest priority for
interest payment (as described below), (b) second,
to distributions of the Principal Distribution
Amount to the classes of Certificates then entitled
to distributions of principal as described below,
and (c) third, to distributions of interest on each
class of Certificates other than the classes
described in clause (a) above, in the order of
priority described below; provided that on any
Distribution Date on which the Class Balance of a
class of Certificates is reduced to zero pursuant
to clause (b) above, interest distributions
pursuant to clause (a) above will be made to the
class of Certificates outstanding with the next
highest priority for interest payments prior to
making distributions of the Principal Distribution
Amount thereto pursuant to clause (b) above. The
priority for interest payments for purposes of
clauses (a) and (c), above, is: first to
distributions of interest on the Class A1, Class
A2, Class A3 and Class X Certificates, pro rata,
based on their respective Interest Accrual Amounts;
second, to the Class B Certificates; third, to the
Class C Certificates; fourth, to the Class D
Certificates; fifth, to the Class E Certificates;
sixth, to the Class F Certificates; and then to the
remaining classes of Certificates up to their
respective Interest Accrual Amounts, all as
described under "Interest Distributions on
S-7
<PAGE> 13
the Certificates" above. The Principal Distribution
Amount for such Distribution Date will be applied
to the payment of principal of the Class A1, Class
A2, Class A3, Class B, Class C, Class D, Class E
and Class F Certificates, in that order, and then
to the remaining classes of Certificates (other
than the Class X Certificates), until their
respective Class Balances have been reduced to
zero; provided, that on and after any Distribution
Date as of which the Class Balance of the Class B
Certificates has been reduced to zero, the
Principal Distribution Amount shall be applied to
payments of principal of the Class A1, Class A2 and
Class A3 Certificates, pro rata, based on their
respective Class Balances. Any Prepayment Premium
or Yield Maintenance Charge for any Distribution
Date will be applied to distributions on the
Certificates as described herein. In addition, to
the extent any amounts corresponding to a
Collateral Value Adjustment are recovered on a
Mortgage Loan, any interest accrued on any class of
Certificates and not paid as a result of such
Collateral Value Adjustment shall be allocated to
such classes as described herein. See "Description
of the Certificates -- Subordination" herein.
P&I Advances............... The Master Servicer is required to make advances
("P&I Advances") for delinquent Monthly Payments on
the Mortgage Loans, subject to the limitations
described herein. The Master Servicer will not be
required to advance the full amount of any Balloon
Payment not made by the related Mortgagor. To the
extent the Master Servicer is required to make a
P&I Advance on and after the Due Date for a Balloon
Payment, such P&I Advance shall not exceed the
Monthly Payment due thereon prior to the related
Maturity Date. As more fully described herein, the
Master Servicer will be entitled to reimbursement
thereof and interest thereon at the prime rate plus
0.50% determined in accordance with the Pooling and
Servicing Agreement to the extent provided therein.
In addition, the Master Servicer's obligation to
make P&I Advances will be reduced to reflect a
Collateral Value Adjustment (as defined herein).
See "Description of the Certificates -- Advances"
herein and "Description of the
Certificates -- Advances in Respect of
Delinquencies" in the Prospectus.
Collateral Value
Adjustment................. The "Collateral Value Adjustment" with respect to
any Mortgage Loan for which an appraisal has been
obtained as described herein will be an amount
equal to the excess of (a) the sum of (i) the
principal balance of such Mortgage Loan as of the
date of the occurrence given rise to the
requirement for an appraisal and (ii) the sum of
(A) all unpaid interest on such Mortgage Loan at a
per annum rate equal to the Mortgage Interest Rate,
(B) all unreimbursed advances for Property
Protection Expenses and interest thereon, (C) any
unpaid servicing and trustee fees and any unpaid
interest on any P&I Advances and (D) all currently
due and delinquent real estate taxes and
assessments, insurance premiums and, if applicable,
ground rents in respect of such Mortgaged Property
(net of any amount escrowed or otherwise available
for payment of the amount due on such Mortgage
Loan) over (b) 90% of the current appraised value
of the related
S-8
<PAGE> 14
Mortgaged Property as determined by an independent
MAI appraisal of such Mortgaged Property. A
Collateral Value Adjustment shall result in a
reduction of the Class Balance of any class of
Certificates solely for the purpose of determining
Voting Rights of Holders of various classes of
Certificates as described herein and shall not be a
permanent reduction of the Class Balance of any
class of Certificates prior to the occurrence of a
Realized Loss. In addition, a Collateral Value
Adjustment will limit the amount of P & I Advances
the Master Servicer is required to make to the
extent described herein.
Other Certificates......... The Class X, Class G, Class H, Class J, Class K,
Class L, Class R-I, Class R-II and Class R-III
Certificates are not offered hereby (the "Other
Certificates"). The Pass-Through Rates on the Class
G, Class H, Class J, Class K and Class L
Certificates will be fixed. The Class X
Certificates will be entitled to interest on any
Distribution Date equal to the excess of (a) an
amount equal to the product of (i) the weighted
average of the Remittance Rates on the Mortgage
Loans for the month immediately preceding the month
in which such Distribution Date occurs (but without
regard to any modifications made subsequent to the
Cut-Off Date) times (ii) the aggregate Scheduled
Principal Balance of the Mortgage Loans immediately
prior to the Due Date preceding such Distribution
Date, over (b) an amount equal to the sum of the
products of the Pass-Through Rates of the
Certificates (other than the Class X Certificates)
with respect to such Distribution Date multiplied
in each case by the Class Balances of the related
Certificates immediately prior to such Distribution
Date, calculated on the basis of a 360-day year
consisting of twelve 30-day months. The Class X
Certificates will not be entitled to distributions
of principal in respect of the Mortgage Loans. The
Class Balances on the Class G, Class H, Class J,
Class K and Class L Certificates will equal
$31,206,000, $4,801,000, $7,201,000, $2,400,000,
and $12,003,034 respectively, and approximately
$57,611,034, in the aggregate. The Class R-I, Class
R-II and Class R-III Certificates will not have a
Pass-Through Rate or a Class Balance.
Subordination.............. Neither the Offered Certificates nor the Mortgage
Loans are insured or guaranteed against losses
suffered on the Mortgage Loans by any government
agency or instrumentality or by the Depositor, the
Trustee, the Fiscal Agent, the Underwriter, the
Master Servicer, the Special Servicer or any
affiliate thereof.
Realized Losses (as defined herein) on the Mortgage
Loans will be allocated, first, to the Other
Certificates (other than the Class X Certificates)
in reverse alphabetical order of class designation,
second, to the Class F Certificates, third, to the
Class E Certificates, fourth, to the Class D
Certificates, fifth, to the Class C Certificates,
sixth, to the Class B Certificates, and thereafter,
to the Class A1, Class A2 and Class A3
Certificates, on a pro rata basis, based on Class
Balance, in each case until the related Class
Balance is reduced to zero. Any allocation of a
Realized Loss to a class of Certificates will
result in a reduction of the related Class Balance.
In addition, the Available Distribution
S-9
<PAGE> 15
Amount will be applied in the order set forth under
"Priority of Distributions" above.
In addition to Realized Losses, shortfalls may also
occur as a result of the Master Servicer's right to
receive payments of interest with respect to
unreimbursed advances, the Special Servicer's right
to compensation with respect to Mortgage Loans
which are or have been Specially Serviced Mortgage
Loans and as a result of other Trust Fund expenses.
Such shortfalls will be allocated to the classes of
Certificates with the lowest payment priority for
purposes of the application of the Available
Distribution Amount in the order described herein.
Optional Termination....... At its option, the Master Servicer, the Special
Servicer (if the Master Servicer has not exercised
its option), the Holders of an aggregate Percentage
Interest in excess of 50% of the Most Subordinate
Class of Certificates (as defined herein) (if
neither the Master Servicer nor the Special
Servicer has exercised its option), or any holder
of a Class R-I Certificate (if neither the Master
Servicer, the Special Servicer nor the Holders of
an aggregate Percentage Interest in excess of 50%
of the Most Subordinate Class of Certificates has
exercised its option) may purchase all of the
Mortgage Loans, at a price equal to the greater of
(1) the aggregate fair market value of all the
Mortgage Loans and REO Properties then included in
the Trust Fund, determined pursuant to the Pooling
and Servicing Agreement, and (2) the aggregate
Class Balance of all the Certificates plus accrued
and unpaid interest thereon. Such purchase will
effect the termination of the Trust Fund and early
retirement of the then outstanding Certificates,
and may occur on any Distribution Date on which the
aggregate Scheduled Principal Balance (as defined
herein) of the Mortgage Loans remaining in the
Trust Fund is less than 1.00% of the aggregate
Scheduled Principal Balance of the Mortgage Loans
as of the Cut-Off Date. See "Description of the
Pooling and Servicing Agreement -- Termination"
herein and "Description of the
Certificates -- Termination" in the Prospectus.
Special Principal Payment
Considerations........... The rate and timing of principal payments, if any,
on the Offered Certificates will depend, among
other things, on the rate and timing of principal
payments (including prepayments, defaults,
liquidations and purchases of Mortgage Loans due to
a breach of a representation and warranty) on the
Mortgage Loans. As described herein, each of the
Mortgage Loans (other than the Ordway Loan)
prohibits, and/or requires the payment of a
Prepayment Premium or Yield Maintenance Charge in
connection with, any voluntary prepayment during
certain specified times. See "The Mortgage Pool"
above and "Description of the Mortgage Pool"
herein.
All classes of Offered Certificates entitled to
payments of principal are subject to priorities for
payment of principal as described herein.
Distributions of principal on classes having an
earlier priority of payment will be directly
affected by the rates of prepayments of the
Mortgage Loans. The timing of commencement of
S-10
<PAGE> 16
principal distributions and the weighted average
lives of classes of Certificates with a later
priority of payment will be affected by the rates
of prepayments experienced both before and after
the commencement of principal distributions on such
classes.
Special Yield
Considerations............. The yield to maturity on each class of the Offered
Certificates will depend on, among other things,
the rate and timing of principal payments
(including prepayments, defaults, liquidations and
purchases of Mortgage Loans due to breaches of
representations and warranties) on the Mortgage
Loans and the allocation thereof to reduce the
Class Balance of such class. The yield to maturity
on each class of the Offered Certificates will also
depend on the Pass-Through Rate and the purchase
price for such Certificates. The yield to investors
on any class of Offered Certificates will be
adversely affected by any allocation thereto of
Prepayment Interest Shortfalls on the Mortgage
Loans, which may result from the distribution of
interest only to the date of a prepayment occurring
during any month following the related
Determination Date (rather than a full month's
interest). See "Description of the
Certificates -- Distributions -- Interest
Distributions on the Certificates" herein.
In general, if a class of Offered Certificates is
purchased at a premium and principal distributions
thereon occur at a rate faster than anticipated at
the time of purchase, the investor's actual yield
to maturity will be lower than that assumed at the
time of purchase. Conversely, if a class of Offered
Certificates is purchased at a discount and
principal distributions thereon occur at a rate
slower than that assumed at the time of purchase,
the investor's actual yield to maturity will be
lower than that assumed at the time of purchase.
The multiple class structure of the Offered
Certificates causes the yield of certain classes
that are entitled to early priority in allocations
of principal distributions to be particularly
sensitive to changes in the rates of principal
payments (including prepayments, defaults,
liquidations and purchases of Mortgage Loans due to
a breach of a representation and warranty) of the
Mortgage Loans and other factors.
The yield to investors on any of the Certificates
will be sensitive to losses due to defaults on the
Mortgage Loans (and the timing thereof), because
the amount of such losses will be allocable to such
class to the extent such losses are not covered by
a subordinate class of Certificates, as described
herein. Furthermore, as described herein, the
timing of receipt of principal and interest by any
such class of Certificates may be adversely
affected by losses even if such class does not
ultimately bear such loss.
The Master Servicer will be entitled to interest on
advances at the prime rate plus 0.50% determined in
accordance with the Pooling and Servicing Agreement
to the extent provided therein. Therefore losses
may be allocated to a class of Offered Certificates
with
S-11
<PAGE> 17
respect to any delinquent Monthly Payment and
certain other expenses advanced by the Master
Servicer.
The Special Servicer will be entitled to receive
compensation in the form of a percentage of
principal collections of any Mortgage Loan which is
being serviced or has been serviced by the Special
Servicer (a "Specially Serviced Mortgage Loan")
prior to the right of Certificateholders to receive
distributions on the Certificates. Such
compensation will result in shortfalls which will
be allocated to the classes of Certificates with
the lowest payment priority for purposes of
application of the Available Distribution Amount in
the order described herein. Consequently, it is
possible that losses will be allocated to the
Offered Certificates with respect to any Specially
Serviced Mortgage Loan notwithstanding the fact
that such Mortgage Loan has returned to a
performing status. See "Servicing -- Servicing and
Other Compensation and Payment of Expenses" herein.
See "Certain Prepayment, Maturity and Yield
Considerations," especially "-- Class B, Class C,
Class D, Class E and Class F Yield Considerations"
herein, and "Yield Considerations" in the
Prospectus.
Federal Income Tax
Consequences............. Three separate real estate mortgage investment
conduit ("REMIC") elections will be made with
respect to the Trust Fund for federal income tax
purposes. Upon the issuance of the Offered
Certificates, Andrews & Kurth L.L.P., counsel to
the Depositor, will deliver its opinion generally
to the effect that, assuming compliance with all
provisions of the Pooling and Servicing Agreement,
for federal income tax purposes, REMIC I, REMIC II
and REMIC III (each as defined in the Pooling and
Servicing Agreement) will each qualify as a REMIC
under Sections 860A through 860G of the Internal
Revenue Code of 1986 (the "Code").
For federal income tax purposes, the Class R-I
Certificates will be the sole class of "residual
interests" in REMIC I, the Class R-II Certificates
will be the sole class of "residual interests" in
REMIC II, and the Class R-III Certificates will be
the sole class of "residual interests" in REMIC
III. The Offered Certificates (other than the Class
X Certificates), each component of the Class X
Certificates and the Other Certificates will
constitute one or more "regular interests" of REMIC
III and will generally be treated as debt
instruments of REMIC III.
One or more classes of the Offered Certificates may
be treated as having been issued with original
issue discount for federal income tax purposes. For
purposes of computing the accrual of original issue
discount, market discount and premium, if any, for
federal income tax purposes it will be assumed that
there are no prepayments on the Mortgage Loans.
However, no representation is made that the
Mortgage Loans will not prepay at another rate.
For further information regarding the federal
income tax consequences of investing in the Offered
Certificates, see "Federal Income Tax Consequences"
herein and in the Prospectus.
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<PAGE> 18
ERISA Considerations....... A fiduciary of any employee benefit plan or other
retirement arrangement subject to the Employee
Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Code and any
entity whose underlying assets include assets of
such a plan by reason of any such plan's investment
in the entity (each, a "Plan") should review
carefully with its legal advisors whether the
purchase or holding of any class of Offered
Certificates could give rise to a transaction that
is prohibited or is not otherwise permitted either
under ERISA or Section 4975 of the Code or whether
there exists any statutory or administrative
exemption applicable to an investment therein. The
U.S. Department of Labor has issued an individual
exemption, Prohibited Transaction Exemption 89-88
(54 Fed. Reg. 42581 1989), to Goldman, Sachs & Co.
that generally exempts from the application of
certain of the prohibited transaction provisions of
Section 406 of ERISA, and the excise taxes imposed
on certain prohibited transactions by Sections
4975(a) and (b) of the Code and Section 502(i) of
ERISA, transactions relating to the purchase, sale
and holding of pass-through certificates
underwritten by Goldman, Sachs & Co., such as the
Class A1, Class A2 and Class A3 Certificates and
the servicing and operation of asset pools,
provided that certain conditions are satisfied.
Purchasers using insurance company general account
funds to effect such purchase should consider the
availability of Prohibited Transaction Class
Exemption 95-60 (60 Fed. Reg. 35925, July 12, 1995)
issued by the U.S. Department of Labor. The Class
B, Class C, Class D, Class E and Class F
Certificates may not be purchased with assets of a
Plan, unless such purchase is made pursuant to
Prohibited Transaction Class Exemption 95-60 or
another prohibited transaction exemption. See
"ERISA Considerations" herein and in the
Prospectus.
Rating..................... It is a condition to the issuance of each class of
Offered Certificates that they be rated as set
forth below by Standard & Poor's Rating Services, a
division of The McGraw-Hill Companies, Inc. ("S&P")
and Fitch Investors Service, L.P. ("Fitch"):
<TABLE>
<CAPTION>
S&P FITCH
---- -----
<S> <C> <C>
Class A1................................... AAA AAA
Class A2................................... AAA AAA
Class A3................................... AAA AAA
Class B.................................... AA AA+
Class C.................................... A+ AA
Class D.................................... A A
Class E.................................... BBB BBB
Class F.................................... BBB- BBB-
</TABLE>
A security rating is not a recommendation to buy,
sell or hold securities and may be subject to
revision or withdrawal at any time by the assigning
rating organization. A security rating does not
address the frequency or likelihood of prepayments
(whether voluntary or involuntary) of Mortgage
Loans, or the degree to which such prepayments
might differ from those originally anticipated, or
the likelihood of collection of Prepayment Premiums
or Yield Maintenance Charges, or the corresponding
effect on yield
S-13
<PAGE> 19
to investors. There can be no assurance as to
whether any rating agency not requested to rate the
Offered Certificates will nonetheless issue a
rating and, if so, what such rating would be. A
rating assigned to the Offered Certificates by a
rating agency that has not been requested by the
Depositor to do so may be lower than the rating
assigned by S&P or Fitch pursuant to the
Depositor's request. See "Certain Prepayment,
Maturity and Yield Considerations" herein, "Risk
Factors," and "Rating" herein and in the Prospectus
and "Yield Considerations" in the Prospectus.
Legal Investment........... The Offered Certificates will not be "mortgage
related securities" within the meaning of the
Secondary Mortgage Market Enhancement Act of 1984
("SMMEA"). The appropriate characterization of the
Offered Certificates under various legal investment
restrictions, and thus the ability of investors
subject to these restrictions to purchase any Class
of Offered Certificates, may be subject to
significant interpretative uncertainties.
In addition, institutions whose investment
activities are subject to review by certain
regulatory authorities may be or may become subject
to restrictions, which may be retroactively imposed
by such regulatory authorities, on the investment
by such institutions in certain forms of
mortgage-backed securities. Accordingly, investors
should consult their own legal advisors to
determine whether and to what extent the Offered
Certificates constitute legal investments for them.
See "Legal Investment" herein and in the
Prospectus.
S-14
<PAGE> 20
RISK FACTORS
Prospective purchasers of the Offered Certificates should consider, among
other things, the following risk factors (as well as the risk factors set forth
under "Risk Factors" in the Prospectus) in connection with an investment in the
Offered Certificates.
Special Prepayment Considerations. The rate and timing of principal
payments on the Offered Certificates will depend, among other things, on the
rate and timing of principal payments (including prepayments, defaults,
liquidations and purchases of Mortgage Loans due to a breach of representation
and warranty) on the Mortgage Loans. The rate at which principal payments occur
on the Mortgage Pool will be affected by a variety of factors, including,
without limitation, the terms of the Mortgage Loans, the level of prevailing
interest rates, the availability of mortgage credit and economic, demographic,
geographic, tax, legal and other factors. In general, however, if prevailing
interest rates fall significantly below the Mortgage Interest Rates on the
Mortgage Loans, such Mortgage Loans are likely to be the subject of higher
principal prepayments than if prevailing rates remain at or above the rates
borne by such Mortgage Loans. The rate of principal payments on the Offered
Certificates will correspond to the rate of principal payments on the Mortgage
Loans and is likely to be affected by the Lock-out Periods (as defined herein)
and Prepayment Premium provisions applicable to the Mortgage Loans and by the
extent to which a Servicer is able to enforce such provisions. Mortgage Loans
with a Lock-out Period or a Prepayment Premium or Yield Maintenance Charge
provision, to the extent enforceable, generally would be expected to experience
a lower rate of principal prepayments than otherwise identical mortgage loans
without such provisions with shorter Lock-out Periods or with lower Prepayment
Premiums or Yield Maintenance Charges. See "Description of the Mortgage Pool,"
"Description of the Certificates -- Distributions" and " -- Priority of
Distributions" and "Certain Prepayment, Maturity and Yield Considerations"
herein and "Yield Considerations" in the Prospectus.
Special Yield Considerations. The yield to maturity on each class of the
Offered Certificates will depend, among other things, on the purchase price, the
rate and timing of principal payments (including prepayments, defaults,
liquidations and purchases of Mortgage Loans due to a breach of representation
and warranty) on the Mortgage Pool, the receipt and allocation of Prepayment
Premiums and Yield Maintenance Charges and the allocation thereof to reduce the
Class Balance of such class. Mortgage Loans with higher Mortgage Interest Rates
will have higher Remittance Rates, and therefore, the yield on the Class B,
Class C, Class D, Class E and Class F Certificates could be adversely affected
if Mortgage Loans with higher Mortgage Interest Rates pay faster than the
Mortgage Loans with lower Mortgage Interest Rates. The yield to investors on the
Offered Certificates will be adversely affected by any allocation thereto of
interest shortfalls on the Mortgage Loans, such as Prepayment Interest
Shortfalls. Neither the Certificates nor the Mortgage Loans are guaranteed by
any governmental entity or instrumentality or any other entity.
In general, if a Certificate is purchased at a premium and principal
distributions thereon occur at a rate faster than anticipated at the time of
purchase, the investor's actual yield to maturity will be lower than that
assumed at the time of purchase. Conversely, if a Certificate is purchased at a
discount and principal distributions thereon occur at a rate slower than that
assumed at the time of purchase, the investor's actual yield to maturity will be
lower than assumed at the time of purchase. See "Certain Prepayment, Maturity
and Yield Considerations" herein and "Yield Considerations" in the Prospectus.
Risks Associated with Certain of the Mortgage Loans and Mortgaged
Properties. The Mortgage Loans are secured by a fee simple or leasehold interest
in multifamily, retail, office, hotel, industrial, health care-related and
self-storage properties. Commercial and multifamily lending is generally viewed
as exposing the lender to a greater risk of loss than one- to four-family
residential lending. Commercial and multifamily lending typically involves
larger loans to single borrowers or groups of related borrowers than residential
one-to four-family mortgage loans. Further, the repayment of loans secured by
income producing properties is typically dependent upon the successful operation
S-15
<PAGE> 21
of the related property. If the cash flow from the property is reduced (for
example, if leases are not obtained or renewed), the borrower's ability to repay
the loan may be impaired. Commercial and multifamily real estate can be affected
significantly by the supply and demand in the market for the type of property
securing the loan and, therefore, may be subject to adverse economic conditions.
Market values may vary as a result of economic events or governmental
regulations outside the control of the borrower or lender, such as rent control
laws in the case of multifamily mortgage loans, which impact the future cash
flow of the property. See "Nonrecourse Mortgage Loans" below.
The successful operation of a real estate project is also dependent on the
performance and viability of the property manager of such project. The property
manager is responsible for responding to changes in the local market, planning
and implementing the rental structure, including establishing appropriate rental
rates, and advising the borrowers so that maintenance and capital improvements
can be carried out in a timely fashion. There is no assurance regarding the
performance of any operators and/or managers or persons who may become operators
and/or managers upon the expiration or termination of leases or management
agreements or following any default or foreclosure under a Mortgage Loan.
An appraisal of each of the Mortgaged Properties was made not more than 25
months prior to the Cut-Off Date. It is possible that the market value of a
Mortgaged Property securing a Mortgage Loan has declined since the most recent
appraisal for such Mortgaged Property. Commercial and multifamily property
values and net operating income are subject to volatility. The net operating
income and value of the Mortgaged Properties may be adversely affected by a
number of factors, including but not limited to the national, regional and local
economic conditions (which may be adversely impacted by plant closings, industry
slowdowns and other factors); local real estate conditions (such as an
oversupply of multifamily housing; retail, office, industrial or self-storage
space; hotel rooms or nursing home beds); changes or continued weakness in
specific industry segments; perceptions by prospective tenants and, in the case
of retail properties, retailers and shoppers, of the safety, convenience,
services and attractiveness of the property; the willingness and ability of the
property's owner to provide capable management and adequate maintenance;
construction quality, age and design; demographic factors; retroactive changes
to building or similar codes; and increases in operating expenses (such as
energy costs). Historical operating results of the Mortgaged Properties may not
be comparable to future operating results. In addition, other factors may
adversely affect the Mortgaged Properties' value without affecting their current
net operating income, including changes in governmental regulations, zoning or
tax laws; potential environmental or other legal liabilities; the availability
of refinancing; and changes in interest rate levels.
Risks Particular to Multifamily Rental Properties. 46 Mortgage Loans,
representing 49.14% of the aggregate principal balance of the Mortgage Loans as
of the Cut-Off Date, are secured by multifamily rental properties. Adverse
economic conditions, either local or national, may limit the amount of rent that
can be charged for rental units, and may result in a reduction in timely rent
payments or a reduction in occupancy levels without a corresponding decrease in
expenses. Occupancy and rent levels may also be affected by construction of
additional housing units, local military base closings and national and local
politics, including, in the case of multifamily rental properties, current or
future rent stabilization and rent control laws and agreements. In addition, the
level of mortgage interest rates may encourage tenants in multifamily rental
properties to purchase single-family housing. Further, the cost of operating a
multifamily property may increase, including the cost of utilities and the costs
of required capital expenditures. Furthermore, the rent limitations imposed on
Mortgaged Properties eligible to receive low-income housing tax credits pursuant
to Section 42 of the Code ("Section 42 Properties") may adversely affect the
ability of the applicable borrowers to increase rents to maintain such Mortgaged
Properties in proper condition during periods of rapid inflation or declining
market value of such Mortgaged Properties. In addition, the income restrictions
on tenants imposed by Section 42 of the Code may reduce the number of eligible
S-16
<PAGE> 22
tenants in such Mortgaged Properties and result in a reduction in occupancy
rates applicable thereto. Furthermore, some eligible tenants may not find any
differences in rents between the Section 42 Properties and other multifamily
rental properties in the same area to be a sufficient economic incentive to
reside at a Section 42 Property, which may have fewer amenities or otherwise be
less attractive as a residence. Additionally, the characteristics of a
neighborhood may change over time or in relation to newer developments. All of
these conditions and events may increase the possibility that a borrower may be
unable to meet its obligations under its Mortgage Loan.
Risks Particular to Retail Properties. 24 Mortgage Loans, representing
24.59% of the aggregate principal balance of the Mortgage Loans as of the
Cut-Off Date, are secured by retail properties. In addition to risks generally
associated with real estate, Mortgage Loans secured by retail properties are
also affected significantly by adverse changes in consumer spending patterns,
local competitive conditions (such as the supply of retail space or the
existence or construction of new competitive shopping centers or shopping
malls), alternative forms of retailing (such as direct mail, video shopping
networks and selling through the Internet which reduce the need for retail space
by retail companies), the quality and management philosophy of management, the
attractiveness of the properties and the surrounding neighborhood to tenants and
their customers, the public perception of the safety of customers at shopping
malls and shopping centers, and the need to make major repairs or improvements
to satisfy the needs of major tenants.
Retail properties may be adversely affected if a significant tenant ceases
operations at such locations (which may occur on account of a voluntary decision
not to renew a lease, bankruptcy or insolvency of such tenant, such tenant's
general cessation of business activities or for other reasons). Significant
tenants at a retail property play an important part in generating customer
traffic and making a retail property a desirable location for other tenants at
such property. In addition, certain tenants at retail properties may be entitled
to terminate their leases if an anchor tenant ceases operations at such
property. In such cases, there can be no assurance that any such anchor tenants
will continue to occupy space in the related shopping centers.
Risks Particular to Office Properties. 11 Mortgage Loans, representing
13.16% of the aggregate principal balance of the Mortgage Loans as of the
Cut-Off Date, are secured by office properties. In addition to risks generally
associated with real estate, Mortgage Loans secured by office properties are
also affected significantly by adverse changes in population, patterns of
telecommuting and sharing of office space, and employment growth (which create
demand for office space), local competitive conditions (such as the supply of
office space or the existence or construction of new competitive office
buildings), the quality and management philosophy of management, the
attractiveness of the properties to tenants and their customers or clients, the
attractiveness of the surrounding neighborhood and the need to make major
repairs or improvements to satisfy the needs of major tenants. In addition,
office properties may be adversely affected by an economic decline in the
business operated by their tenants. Such decline may result in one or more
significant tenants ceasing operations at such locations (which may occur on
account of a voluntary decision not to renew a lease, bankruptcy or insolvency
of such tenants, such tenants' general cessation of business activities or for
other reasons). If office properties have a single tenant or if there is a
significant concentration of tenants in a particular business or industry, the
risk of such an economic decline increases.
Risks Particular to Hotel Properties. 5 of the Mortgage Loans representing
4.52% of the aggregate principal balance of the Mortgage Loans as of the Cut-Off
Date are secured by hotel properties. Like any income producing property, the
income generated by a hotel property is subject to several factors such as
local, regional and national economic conditions and competition. However,
because such income is primarily generated by room occupancy and such occupancy
is usually for short periods of time, the level of such income may respond more
quickly to conditions such as those described above. This daily exposure to
market conditions increases sensitivity of economic performance to economic
cycles. Moreover, as a result of relatively high operating costs, relatively
small decreases in revenue can cause significant stress on a property's cash
flow. Also,
S-17
<PAGE> 23
sensitivity to competition may require more frequent improvements and
renovations than other properties. To the extent a hotel is affiliated to, or
associated with, a regional, national or international chain, changes in the
public perception of such chain may have an impact on the income generated by
the related property. Finally, operation of certain hotels may be seasonal. This
will result in fluctuation in the income generated by hotel properties.
Risks Particular to Industrial Properties. 6 Mortgage Loans, representing
3.76% of the aggregate principal balance of the Mortgage Loans as of the Cut-Off
Date, are secured by industrial properties. Industrial properties may be
adversely affected by reduced demand for industrial space occasioned by a
decline in a particular industry segment, and an industrial property that suited
the particular needs of its original tenant may be difficult to relet to another
tenant or may become functionally obsolete relative to newer properties.
Furthermore, industrial properties may be adversely affected by the availability
of labor sources or a change in the proximity of supply sources and may be more
likely to suffer damage from environmental hazards.
Risks Particular to Health Care-Related Properties. 3 Mortgage Loans,
representing 3.50% of the aggregate principal balance of the Mortgage Loans as
of the Cut-Off Date, are secured by health care-related facilities. Certain
types of health care-related facilities (including nursing homes) typically
receive a substantial portion of their revenues from government reimbursement
programs, primarily Medicaid and Medicare. Medicaid and Medicare are subject to
statutory and regulatory changes, retroactive rate adjustments, administrative
rulings, policy interpretations, delays by fiscal intermediaries and government
funding restrictions, all of which can adversely affect revenues from operation.
Moreover, governmental payors have employed cost-containment measures that limit
payments to health care providers and there are currently under consideration
various proposals for national health care relief that could further limit these
payments. In addition, providers of long-term nursing care and other medical
services are highly regulated by federal, state and local law and are subject
to, among other things, federal and state licensing requirements, facility
inspections, rate setting, reimbursement policies, and laws relating to the
adequacy of medical care, distribution of pharmaceuticals, equipment, personnel
operating policies and maintenance of and additions to facilities and services,
any or all of which factors can increase the cost of operation, limit growth and
in extreme cases, require or result in suspension or cessation of operations.
Under applicable federal and state laws and regulations, Medicare and
Medicaid reimbursements are generally not permitted to be made to any person
other than the provider who actually furnished the related medical goods and
services. Accordingly, in the event of foreclosure on a Mortgaged Property that
is operated as a health care-related facility, none of the Trustee, the Special
Servicer or a subsequent lessee or operator of the Mortgaged Property would
generally be entitled to obtain from federal or state governments any
outstanding reimbursement payments relating to services furnished at the
respective Mortgaged Properties prior to such foreclosure. Furthermore, in the
event of foreclosure, there can be no assurance that the Trustee (or Special
Servicer) or purchaser in a foreclosure sale would be entitled to the rights
under any required licenses and regulatory approvals and such party may have to
apply in its own right for such licenses and approvals. There can be no
assurance that a new license could be obtained or that a new approval would be
granted. In addition, health care-related facilities are generally "special
purpose" properties that could not be readily converted to general residential,
retail or office use, and transfers of health care-related facilities are
subject to regulatory approvals under state, and in some cases federal, law not
required for transfers of other types of commercial operations and other types
of real estate, all of which may adversely affect the liquidation value.
Risks Particular to Self-Storage Facilities. One Mortgage Loan,
representing 0.52% of the aggregate principal balance of the Mortgage Loans as
of the Cut-Off Date, is secured by a self-storage property. Self-storage
properties are considered vulnerable to competition because both acquisition
costs and break-even occupancy are relatively low. The conversion of
self-storage facilities to alternative uses would generally require substantial
capital expenditures. Thus, if the operation of any of the self-storage
Mortgaged Properties becomes unprofitable due to decreased
S-18
<PAGE> 24
demand, competition, age of improvements or other factors such that the borrower
becomes unable to meet its obligation on the related Mortgage Loan, the
liquidation value of that self-storage Mortgaged Property may be substantially
less, relative to the amount owing on the Mortgage Loan, than would be the case
if the self-storage Mortgaged Property were readily adaptable to other uses.
Tenant privacy, anonymity and restricted access may heighten environmental
risks. The environmental assessments discussed herein did not include an
inspection of the contents of the self-storage units included in the
self-storage Mortgaged Properties and there is no assurance that all of the
units included in the self-storage Mortgaged Properties are free from hazardous
substances or other pollutants or contaminants or will remain so in the future;
however, substantially all of the lease agreements used in connection with such
Mortgaged Properties prohibit the storage of hazardous substances, pollutants or
contaminants.
Nonrecourse Mortgage Loans. Subject to certain exceptions for liability in
connection with breaches of Mortgage Loan terms, each Mortgage Loan is a
nonrecourse loan as to which, in the event of a default under such Mortgage
Loan, recourse generally may be had only against the related Mortgaged Property.
Consequently, payment of each such Mortgage Loan prior to maturity is dependent
primarily on the sufficiency of the net operating income of the related
Mortgaged Property, and at maturity (whether at scheduled maturity or in the
event of a default upon the acceleration of such maturity after default), upon
the then market value of the related Mortgaged Property, or the ability to
refinance such Mortgage Loan.
Concentration of Mortgage Loans. A mortgage pool consisting of fewer loans
each having a relatively higher outstanding principal balance may result in
losses that are more severe, relative to the size of the pool, than would be the
case if the pool consisted of a greater number of mortgage loans each having a
relatively smaller outstanding principal balance. In addition, the concentration
of any mortgage pool in one or more loans that have outstanding principal
balances that are substantially larger than the other mortgage loans in such
pool can result in losses that are substantially more severe, relative to the
size of the pool, than would be the case if the aggregate balance of the pool
were more evenly distributed among the loans in such pool.
<TABLE>
<CAPTION>
AGGREGATE CUT-OFF PERCENT OF MORTGAGE
DATE PRINCIPAL POOL AS OF CUT-OFF
BALANCE DATE
----------------- -------------------
<S> <C> <C>
Largest Single Mortgage Loan.................... $ 22,419,415 4.67%
Largest 5 Mortgage Loans(1)..................... $ 124,630,495 25.96%
Largest 10 Mortgage Loans(1).................... $ 200,437,119 41.75%
Largest Related-Borrower Concentration.......... $ 33,573,433 6.99%
Next Largest Related-Borrower Concentration..... $ 25,251,663 5.26%
</TABLE>
- ---------------
(1) Includes cross-collateralized Mortgage Loans.
The Mortgage Loan secured by the Princess Anne Plaza represents 4.67% of
the aggregate principal balance of the Mortgage Loans. No other Mortgage Loan
represents more than 3.80% of the aggregate principal balance as of the Cut-Off
Date of the Mortgage Loans. Mortgage Loans with related Mortgagors represent in
the aggregate 33.26% of the aggregate principal balance as of the Cut-Off Date
of the Mortgage Loans but no single group of related Mortgagors represents in
excess of 7.0% of the aggregate principal balance of the Mortgage Loans. See
"Description of the Mortgage Pool -- Certain Characteristics of the Mortgage
Loans -- Largest Loans, Significant Related Borrowers and Other Issues" herein.
Risks of Different Timing of Mortgage Loan Amortization. If and as
principal payments, property releases, or prepayments are made on a Mortgage
Loan, the remaining Mortgage Pool may be subject to more concentrated risk with
respect to the diversity of properties, types of properties and property
characteristics and with respect to the number of borrowers. See the table
entitled "Year of Scheduled Maturity" under "Description of the Mortgage
Pool -- Additional Mortgage Loan Information" for a description of the
respective maturity dates of the Mortgage Loans. Because principal
S-19
<PAGE> 25
on the Offered Certificates is payable in sequential order, and no class
receives principal until the Class Balance of the preceding class or classes has
been reduced to zero, classes that have a lower sequential priority are more
likely to be exposed to the risk of concentration discussed under
"-- Concentration of Mortgage Loans" above than classes with a higher sequential
priority.
Geographic Concentration. 21, 8, 6, 8 and 5 of the Mortgaged Properties,
representing approximately 19.24%, 11.77%, 9.87%, 7.95% and 7.11%, respectively,
of the aggregate principal balance of the Mortgage Loans as of the Cut-Off Date,
are located in Texas, Florida, Oklahoma, Georgia and California, respectively.
Except as indicated in the immediately preceding sentence, no more than 7.08% of
the Mortgage Loans, by aggregate principal balance of the Mortgage Loans as of
the Cut-off Date are secured by Mortgaged Properties in any one state.
Repayments by borrowers and the market value of the Mortgaged Properties could
be affected by economic conditions generally or in regions where the borrowers
and the Mortgaged Properties are located, conditions in the real estate market
where the Mortgaged Properties are located, changes in governmental rules and
fiscal policies, acts of nature, including earthquakes (which may result in
uninsured losses), and other factors which are beyond the control of the
borrowers.
Environmental Risks. Under various federal, state and local environmental
laws, ordinances and regulations, a current or previous owner or operator of
real property may be liable for the costs of removal and remediation of
hazardous or toxic substances on, under, adjacent to or in such property. Such
laws often impose liability whether or not the owner or operator knew of, or was
responsible for, the presence of such hazardous or toxic substances. The cost of
any required remediation and the owner's liability therefor as to any property
is generally not limited under such enactments and could exceed the value of the
property and/or the aggregate assets of the owner. In addition, the presence of
hazardous or toxic substances, or the failure to properly remediate such
property, may adversely affect the owner's or operator's ability to borrow using
such property as collateral. Persons who arrange for the disposal or treatment
of hazardous or toxic substances may also be liable for the costs of removal or
remediation of such substances at the disposal or treatment facility. Certain
laws impose liability for release of asbestos into the air and third parties may
seek recovery from owners or operators of real properties for personal injury
associated with exposure to asbestos.
Under some environmental laws, such as the federal Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended
("CERCLA"), as well as certain state laws, a secured lender (such as the Trust
Fund) may be liable as an "owner" or "operator", for the costs of responding to
a release or threat of a release of hazardous substances on or from a borrower's
property, if agents or employees of a lender are deemed to have participated in
the management of the borrower's property, regardless of whether a previous
owner caused the environmental damage. The Trust Fund's potential exposure to
liability for cleanup costs pursuant to CERCLA may increase if the Trust Fund
actually takes possession of a borrower's property, or control of its day-to-day
operations, as for example through the appointment of a receiver.
Until recent legislation was adopted, it was uncertain what actions could
be taken by a secured lender in the event of a loan default without it incurring
exposure under CERCLA in the event the property was environmentally
contaminated. The Asset Conservation, Lender Liability and Deposit Insurance Act
of 1996 (the "1996 Lender Liability Act") provides for a "safe harbor" for
secured lenders from CERCLA liability even though the lender forecloses and
sells the real estate securing the loan, provided the secured lender sells "at
the earliest practicable, commercially reasonable time, at commercially
reasonable terms, taking into account market conditions and legal and regulatory
requirements." Although the 1996 Lender Liability Act provides significant
protection to secured lenders, it has not been construed by the courts and there
are circumstances in which actions taken could expose a secured lender to CERCLA
liability. In addition, the transferee from the secured lender is not entitled
to the protections enjoyed by a secured lender. Hence, notwithstanding passage
of the 1996 Lender Liability Act, the marketability of any contaminated real
estate may
S-20
<PAGE> 26
be materially and adversely affected by environmental contamination. See
"Certain Legal Aspects of the Mortgage Loans and the Leases -- Environmental
Legislation" in the Prospectus.
An environmental site assessment ("ESA") of each of the Mortgaged
Properties was performed (or prior assessments were updated) not more than 25
months prior to the Cut-Off Date. In certain cases, environmental testing in
addition to the ESA was performed.
The following information is based on the ESAs and has not been
independently verified by the Depositor, the Servicers, the Trustee, the
Underwriter, or by any of their respective affiliates. With respect to a number
of the Mortgaged Properties, the ESAs revealed the existence of
asbestos-containing materials, possible radon gas and other environmental
matters at the related Mortgaged Properties, none of which constituted a
material violation of any environmental law in the judgment of the assessor. In
these cases, the Mortgagors agreed to establish and maintain operations and
maintenance programs or had other remediation agreements or escrows in place.
With respect to several Mortgaged Properties, the ESAs identified the presence
of above-ground or underground storage tanks and the related Mortgagors have
agreed to make periodic visual inspections or other testing for any petroleum
releases.
It is possible that the ESAs did not reveal all environmental liabilities,
that there are material environmental liabilities of which neither ACC nor the
Depositor are aware and that the environmental condition of the Mortgaged
Properties in the future could be affected by tenants and occupants or by third
parties unrelated to the Mortgagors.
Each Mortgagor has represented that, except as described in the
environmental reports referred to above, each Mortgaged Property either was, or
to the best of its knowledge was, in compliance with applicable environmental
laws and regulations on the date of the origination of the related Mortgage
Loan; that, except as described in the environmental reports referred to above,
no actions, suits or proceedings have been commenced or are pending or, to the
best knowledge of the Mortgagor, are threatened with respect to any applicable
environmental laws and that such Mortgagor has not received notice of any
violation of a legal requirement relating to the use and occupancy of any
Mortgaged Property. The principal security for the obligations under each
Mortgage Loan consists of the Mortgaged Property and, accordingly, if any such
representations are breached, there can be no assurance that any other assets of
the Mortgagor would be available in connection with any exercise of remedies in
respect of such breach. Moreover, most Mortgagors are structured as single asset
entities and therefore have no assets other than the related Mortgaged Property.
The Pooling and Servicing Agreement provides that the Special Servicer,
acting on behalf of the Trust Fund, may not acquire, through foreclosure or deed
in lieu thereof, title to a Mortgaged Property or take over its operation unless
the Special Servicer has previously determined, based on a report prepared by a
qualified person who regularly conducts environmental audits, that (i) the
Mortgaged Property is in compliance with applicable environmental laws or that
taking the actions necessary to comply with such laws is reasonably likely to
produce a greater recovery on a present value basis than not taking such actions
and (ii) there are no circumstances known to the Special Servicer relating to
the use of hazardous substances or petroleum-based materials which require
investigation or remediation, or that if such circumstances exist, making such
investigation or taking such remedial actions is reasonably likely to produce a
greater recovery on a present value basis than not taking such actions. See
"Description of the Agreements -- Collection and Other Servicing
Procedures -- Special Servicer" in the Prospectus.
Litigation. There may be legal proceedings pending and, from time to time,
threatened against the Mortgagors and the managers of the Mortgaged Properties
and their respective affiliates arising out of the ordinary business of the
Mortgagor, the managers and such affiliates. There can be no assurance that such
litigation may not have a material adverse effect on distributions to
Certificateholders.
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<PAGE> 27
Other Financings. The Mortgage Loans generally prohibit incurring any
additional debt that is secured by the related Mortgaged Property without the
consent of the lender. The Mortgage Loans do, however, generally permit the
related borrower to incur unsecured indebtedness for normal trade accounts
payable and for the purchase of certain items used in the ordinary course of
business. In the case of one loan representing 2.12% of the Mortgage Pool, a
limited amount of secured debt is permitted for other purposes. In the case of
three loans representing 2.24% of the Mortgage Pool, a limited amount of secured
debt (but not debt secured by the Mortgaged Property) or unsecured debt is
permitted for other purposes, but two of such loans representing .99% of the
Mortgage Pool subject the related Mortgagors to a subordination and standstill
agreement limiting the rights of the holder of such indebtedness, including
limitations on its right to commence any enforcement or foreclosure proceeding.
In cases where one or more junior liens are imposed on a Mortgaged Property
or the Mortgagor incurs other indebtedness, the Trust Fund is subjected to
additional risks, including, without limitation, the risks that the Mortgagor
may have greater incentives to repay the junior or unsecured indebtedness first
and that it may be more difficult for the Mortgagor to refinance the Mortgage
Loan or to sell the Mortgaged Property for purposes of making the Balloon
Payment upon the maturity of the Mortgage Loan. In addition to the subordinated
indebtedness described above, affiliates of certain of the borrowing entities
have obtained loans ("Mezzanine Debt") secured by their equity interests in such
borrowers, as set forth in the following table:
MEZZANINE DEBT
<TABLE>
<CAPTION>
SECURED BY
RELATED MORTGAGE MEZZANINE
MORTGAGED LOAN DEBT COMBINED
MORTGAGE LOANS PROPERTIES BALANCE(1) BALANCE(2) LTV(3)
-------------- ---------- ----------- ----------- --------
<S> <C> <C> <C> <C>
Piercey Loans.................. No $25,251,663 $10,000,000(4) 111%
Worthing Loans................. No 10,243,791 675,000 84
Home Resources Building........ No 3,535,000 532,500 80
Whispering Oaks Apartments..... No 1,369,000 100,000 84
</TABLE>
- ---------------
(1) As of the Cut-Off Date.
(2) Initial principal balance.
(3) "Combined LTV" means "LTV" as defined herein, but adding the original
principal balance of the Mezzanine Debt to the numerator.
(4) Secured by multiple properties in addition to equity in the Piercey
borrowing entities.
Effect of Mortgagor Delinquencies and Defaults. The aggregate amount of
distributions on the Offered Certificates, the yield to maturity of the Offered
Certificates, the rate of principal payments on the Offered Certificates and the
weighted average lives of the Offered Certificates will be affected by the rate
and the timing of delinquencies and defaults on the Mortgage Loans. If a
purchaser of a class of Offered Certificates calculates its anticipated yield
based on an assumed rate of default and amount of losses on the Mortgage Loans
that is lower than the default rate and amount of losses actually experienced
and such additional losses are allocable to such class of Certificates, such
purchaser's actual yield to maturity will be lower than that so calculated and
could, under certain extreme scenarios, be negative. The timing of any loss on a
liquidated Mortgage Loan will also affect the actual yield to maturity of the
class of Offered Certificates to which a portion of such loss is allocable, even
if the rate of defaults and severity of losses are consistent with an investor's
expectations. In general, the earlier a loss borne by an investor occurs, the
greater is the effect on such investor's yield to maturity.
As and to the extent described herein, the Master Servicer will be entitled
to receive interest on unreimbursed P&I Advances and unreimbursed advances of
servicing expenses until such advances (i) are recovered out of amounts received
on the Mortgage Loan as to which such advances were made pursuant to the Pooling
and Servicing Agreement, which amounts are in the form of late payments,
liquidation proceeds, insurance proceeds, condemnation proceeds or amounts paid
in
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<PAGE> 28
connection with the purchase of such Mortgage Loan out of the Trust Fund or (ii)
are otherwise recovered following a determination that such advance is a
nonrecoverable advance. The Master Servicer's right to receive such payments of
interest is prior to the rights of Certificateholders to receive distributions
on the Certificates and, consequently, is likely to result in losses being
allocated to the Offered Certificates that would not otherwise have resulted
absent the accrual of such interest.
The Special Servicer will be entitled to receive (among other
compensation), with respect to each Mortgage Loan which is or was at some time a
Specially Serviced Mortgage Loan, compensation in the form of a percentage of
the principal component of each payment of any such Specially Serviced Mortgage
Loan prior to the right of Certificateholders to receive distributions on the
Certificates. In addition, the Special Servicer will be entitled to receive the
Special Servicing Fee, based upon the outstanding principal balance of each
Specially Serviced Mortgage Loan. Consequently, it is possible that shortfalls
will be allocated to the Offered Certificates with respect to any Mortgage Loan
which was at some time a Specially Serviced Mortgage Loan notwithstanding the
fact that such Mortgage Loan has returned to a performing status. See
"Servicing -- Servicing and Other Compensation and Payment of Expenses" herein.
Regardless of whether losses ultimately result, delinquencies and defaults
on the Mortgage Loans may significantly delay the receipt of payments by the
holder of a class of Offered Certificates, to the extent that P&I Advances or
the subordination of another class of Certificates does not fully offset the
effects of any such delinquency or default. The Special Servicer has the ability
to extend and modify Mortgage Loans that are in default or as to which a payment
default is imminent, including the ability to extend the date on which a Balloon
Payment is due, subject to certain conditions described in the Pooling and
Servicing Agreement. The Master Servicer's obligation to make P&I Advances in
respect of a Mortgage Loan that is delinquent as to its Balloon Payment is
limited, however, to the extent described under "Description of the
Certificates -- Advances." Until such time as any Mortgage Loan delinquent in
respect of its Balloon Payment is liquidated, the entitlement of the holders of
any class of Offered Certificates on each Distribution Date in respect of
principal of such Mortgage Loan will be limited to any payment made by the
related Mortgagor and any related P&I Advance made by the Master Servicer.
Consequently, any delay in the receipt of a Balloon Payment that is payable, in
whole or in part, to holders of the Offered Certificates will extend the
weighted average life of the Offered Certificates.
Balloon Payments. 94 Mortgage Loans, representing 93.95% of the aggregate
principal balance of the Mortgage Loans as of the Cut-Off Date, are Balloon
Mortgage Loans. Balloon Mortgage Loans involve a greater degree of risk because
the ability of a Mortgagor to make a Balloon Payment typically depends on his
ability either to refinance the loan or to sell the related Mortgaged Property.
See "Risk Factors -- Balloon Payments" in the Prospectus.
Ground Leases and Other Leasehold Interests. 3 Mortgage Loans, representing
5.7% of the aggregate principal balance of the Mortgage Loans as of the Cut-Off
Date, are secured in part by leasehold interests. Pursuant to Section 365(h) of
the Bankruptcy Code, ground lessees are currently afforded rights not to treat a
ground lease as terminated and to remain in possession of their leased premises
upon the bankruptcy of their ground lessor and the rejection of the ground lease
by the representative of such ground lessor's bankruptcy estate. The leasehold
mortgages provide that the Mortgagor may not elect to treat the ground lease as
terminated on account of any such bankruptcy of, and rejection by, the ground
lessor without the prior approval of the holder of the Mortgage Note. In the
event of a bankruptcy of a ground lessee/borrower, the ground lessee/ borrower
under the protection of the Bankruptcy Code has the right to assume (continue)
or reject (terminate) any or all of its ground leases. In the event of
concurrent bankruptcy proceedings involving the ground lessor and the ground
lessee/Mortgagor, the Trustee may be unable to enforce the bankrupt ground
lessee/Mortgagor's obligation to refuse to treat a ground lease rejected by a
bankrupt ground lessor as terminated. In such circumstances, a ground lease
could be terminated notwithstanding lender protection provisions contained
therein or in the mortgage.
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Attornment Considerations. Some of the tenant leases, including the anchor
tenant leases, contain certain provisions that require the tenant to attorn to
(that is, recognize as landlord under the lease) a successor owner of the
property following foreclosure. Some of the leases, including the anchor tenant
leases, may be either subordinate to the liens created by the Mortgage Loans or
else contain a provision that requires the tenant to subordinate the lease if
the mortgagee agrees to enter into a non-disturbance agreement. In some states,
if tenant leases are subordinate to the liens created by the Mortgage Loans and
such leases do not contain attornment provisions, such leases may terminate upon
the transfer of the property to a foreclosing lender or purchaser at
foreclosure. Accordingly, in the case of the foreclosure of a Mortgaged Property
located in such a state and leased to one or more desirable tenants under leases
that do not contain attornment provisions, such Mortgaged Property could
experience a further decline in value if such tenants' leases were terminated
(e.g., if such tenants were paying above-market rents). If a Mortgage is
subordinate to a lease, the lender will not (unless it has otherwise agreed with
the tenant) possess the right to dispossess the tenant upon foreclosure of the
property, and if the lease contains provisions inconsistent with the Mortgage
(e.g., provisions relating to application of insurance proceeds or condemnation
awards), the provisions of the lease will take precedence over the provisions of
the Mortgage.
Liquor License Considerations. 5 Mortgage Loans, representing 4.52% of the
aggregate principal balance of the Mortgage Loans as of the Cut-Off Date are
secured by hotel properties. The liquor licenses for some of such properties may
be held by the property manager rather than by the related Mortgagor. The
applicable laws and regulations relating to such licenses generally prohibit the
transfer of such licenses to any person. In the event of a foreclosure of a
hotel property it is unlikely that the Trustee (or Special Servicer) or
purchaser in any such sale would be entitled to the rights under the liquor
license for such hotel property and such party would be required to apply in its
own right for such license.
Special Servicer Actions. In connection with the servicing of Specially
Serviced Mortgage Loans, the Special Servicer may take actions with respect to
such Mortgage Loans that could adversely affect the holders of some or all of
the classes of Offered Certificates. As described herein under
"Servicing -- Responsibilities of Special Servicer," the actions of the Special
Servicer will be subject to review and may be rejected by a representative of
the Monitoring Certificateholders (as defined herein), who may have interests in
conflict with those of the holders of the other classes of Certificates. As a
result, it is possible that such representative may cause the Special Servicer
to take actions which conflict with the interests of certain classes of
Certificates.
Servicer May Purchase Certificates. The Special Servicer may in the future
purchase, either directly or through an affiliate, a portion of the
Certificates. Such a purchase by the Special Servicer could cause a conflict
between the Special Servicer's duties pursuant to the Pooling and Servicing
Agreement and the Special Servicer's interest as a holder of a Certificate. The
Pooling and Servicing Agreement provides that each Servicer shall administer the
Mortgage Loans in accordance with the servicing standard set forth therein
without regard to ownership of any Certificate by such Servicer or any affiliate
of such Servicer.
DESCRIPTION OF THE MORTGAGE POOL
GENERAL
The Trust Fund will consist primarily of a pool of fixed rate Mortgage
Loans with an aggregate principal balance as of the Cut-Off Date, after
deducting payments of principal due on such date, of approximately $480,085,034.
Each Mortgage Loan is evidenced by a promissory note (a "Mortgage Note") and
secured by a mortgage, deed of trust or other similar security instrument (a
"Mortgage") creating a first lien on a fee simple or leasehold interest in a
multifamily, retail, office, hotel, industrial, health-care related or
self-storage property (a "Mortgaged Property"). All of the
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Mortgage Loans are nonrecourse loans. Therefore, in the event of a Mortgagor
default, recourse may be had only against the specific property and such limited
other assets as have been pledged to secure a Mortgage Loan, and not against the
Mortgagor's other assets. Except as otherwise indicated all percentages of the
Mortgage Loans described herein are approximate percentages by aggregate
principal balance as of the Cut-Off Date.
Of the Mortgage Loans to be included in the Trust Fund, 68.80% were
originated by ACC, 21.08% by SouthTrust (the "SouthTrust Loans"), 5.06% by
Central Park Capital, LLC (the "Central Park Loans"), 1.43% by Bank of America,
NT & SA, and 3.64% by Chase Manhattan Mortgage and Realty Trust for sale to
General Electric Pension Trust, such percentages based on the principal balance
of the Mortgage Loans as of the Cut-Off Date. The originators of the Mortgage
Loans are referred to herein as the "Originators". The Mortgage Loans originated
by ACC were originated for sale to ALP. The Central Park Loans were originated
by Central Park Capital, LLC for sale to GSMC. The other Mortgage Loans were
purchased by ACC. All the Mortgage Loans originated by ACC were underwritten
generally in conformity with certain guidelines provided by ACC and approved by
ALP. The SouthTrust Loans, the Ordway Loan and the Rustic Hills Loan were
purchased by ACC and were reunderwritten by ACC at the time of purchase as
described herein. See "-- Underwriting Guidelines" below. ALP purchased the
Mortgage Loans to be included in the Mortgage Pool (other than the Central Park
Loans) prior to the Delivery Date from each Originator pursuant to a mortgage
loan purchase agreement. ACC will acquire the Mortgage Loans (other than the
Central Park Loans) to be included in the Mortgage Pool from ALP. The Depositor
will then acquire the Mortgage Loans from the Sellers on or before the Delivery
Date. The Depositor will cause the Mortgage Loans in the Mortgage Pool to be
assigned to the Trustee pursuant to the Pooling and Servicing Agreement. AMRESCO
Services will be the Master Servicer and Midland Loan Services, L.P. will be the
Special Servicer with respect to all the Mortgage Loans. The Master Servicer and
the Special Servicer will service the Mortgage Loans pursuant to the Pooling and
Servicing Agreement.
Following is a general discussion of property types representing
significant concentrations in the Mortgage Pool.
MORTGAGE LOANS SECURED BY MULTIFAMILY RENTAL PROPERTIES
Significant factors determining the value and successful operation of a
multifamily property are the location of the property, the number of competing
residential developments in the local market (such as apartment buildings,
manufactured housing communities and site-built single family homes), the
physical attributes of the multifamily apartment building (such as its age and
appearance) and state and local regulations affecting such property. In
addition, the successful operation of an apartment building will depend upon
other factors such as its reputation, the ability of management to provide
adequate maintenance and insurance, and the types of services it provides.
Certain states regulate the relationship of an owner and its tenants.
Commonly, these laws require a written lease, good cause for eviction,
disclosure of fees, and notification to residents of changed land use, while
prohibiting unreasonable rules, retaliatory evictions, and restrictions on a
resident's choice of unit vendors. Apartment building owners have been the
subject of suits under state "Unfair and Deceptive Practices Acts" and other
general consumer protection statutes for coercive, abusive or unconscionable
leasing and sales practices. A few states offer more significant protection. For
example, there are provisions that limit the basis on which a landlord may
terminate a tenancy or increase its rent or prohibit a landlord from terminating
a tenancy solely by reason of the sale of the owner's building.
In addition to state regulation of the landlord-tenant relationship,
numerous counties and municipalities impose rent control on apartment buildings.
These ordinances may limit rent increases to fixed percentages, to percentages
of increases in the consumer price index, to increases set or approved by a
governmental agency, or to increases determined through mediation or binding
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arbitration. In many cases, the rent control laws do not permit vacancy
decontrol. Local authority to impose rent control is pre-empted by state law in
certain states, and rent control is not imposed at the state level in those
states. In some states, however, local rent control ordinances are not pre-
empted for tenants having short-term or month-to-month leases, and properties
there may be subject to various forms of rent control with respect to those
tenants. Any limitations on a borrower's ability to raise property rents may
impair such borrower's ability to repay its Mortgage Loan from its net operating
income or the proceeds of a sale or refinancing of the related Mortgaged
Property.
Adverse economic conditions, either local or national, may limit the amount
of rent that can be charged and may result in a reduction in timely rent
payments or a reduction in occupancy levels. Occupancy and rent levels may also
be affected by construction of additional housing units, local military base
closings and national and local politics, including current or future rent
stabilization and rent control laws and agreements. In addition, the level of
mortgage interest rates may encourage tenants to purchase single-family housing.
The location and construction quality of a particular building may affect the
occupancy level as well as the rents that may be charged for individual units.
The characteristics of a neighborhood may change over time or in relation to
newer developments.
MORTGAGE LOANS SECURED BY RETAIL PROPERTIES
Retail properties generally derive all or a substantial percentage of their
income from lease payments from commercial tenants. Income from and the market
value of retail properties is dependent on various factors including, but not
limited to, the ability to lease space in such properties, the ability of
tenants to meet their lease obligations, the possibility of a significant tenant
becoming a debtor in a bankruptcy case under the Bankruptcy Code, as well as
fundamental aspects of real estate such as location and market demographics.
The correlation between the success of tenant businesses and property value
is more direct with respect to retail properties than other types of commercial
property because a significant component of the total rent paid by retail
tenants is often tied to a percentage of gross sales. Declines in sales of
tenants of retail properties will likely cause a corresponding decline in
percentage rents and such tenants may become unable to pay their rent or other
occupancy costs. The default by a tenant under its lease could result in delays
and costs in enforcing the lessor's rights. Repayment of the related mortgage
loans will be affected by the expiration of space leases and the ability of the
respective borrowers to renew or relet the space on comparable terms. Even if
vacated space is successfully relet, the costs associated with reletting,
including tenant improvements, leasing commissions and free rent, could be
substantial and could reduce cash flow from the retail properties.
Whether a retail property is "anchored" or "unanchored" is also a relevant
factor. Generally, retail properties that are anchored are perceived to be less
risky. A retail anchor tenant is normally understood to be proportionately large
in size and vital in attracting customers to the property. Furthermore, the
correlation between the success of tenant businesses and property value is
increased when the property is a single tenant property.
Unlike office or hotel properties, retail properties also face competition
from sources outside a given real estate market. Catalogue retailers, home
shopping networks, telemarketing, selling through the Internet, and outlet
centers all compete with more traditional retail properties for consumer
dollars. Continued growth of these alternative retail outlets (which are often
characterized by lower operating costs) could adversely affect the rents
collectible at retail properties.
MORTGAGE LOANS SECURED BY OFFICE PROPERTIES
Significant factors affecting the value of office properties include,
without limitation, the quality of the tenants in the building, the physical
attributes of the building in relation to competing buildings, the location of
the building with respect to the central business district or population
centers,
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demographic trends within the metropolitan area to move away from or towards the
central business district, social trends combined with space management trends
(which may change towards options such as telecommuting or hoteling to satisfy
space needs), tax incentives offered to businesses by cities or suburbs adjacent
to or near the city where the building is located and the strength and stability
of the market area as a desirable business location. Office properties may be
adversely affected by an economic decline in the business operated by their
tenants. If office properties have a single tenant or if there is a significant
concentration of tenants in a particular business or industry, the risk of such
an economic decline increases.
Office properties are also subject to competition with other office
properties in the same market. Competition is affected by a building's age,
condition, design (including floor sizes and layout), access to transportation,
availability of parking and ability to offer certain amenities to its tenants
(including sophisticated building systems, such as fiberoptic cables, satellite
communications or other base building technological features).
The success of an office property also depends on the local economy.
Factors such as labor cost and quality, tax environment and such quality of life
matters as schools and cultural amenities are generally considered in the
decision of a business to locate its headquarters in a particular area. A
central business district may have a substantially different economy from that
of a suburb. The local economy will affect an office property's ability to
attract stable tenants on a consistent basis. In addition, the cost of refitting
office space for a new tenant is often higher than for other property types.
REPRESENTATIONS AND WARRANTIES
Under two mortgage loan purchase agreements (each, a "Mortgage Loan
Purchase Agreement"), the Sellers will make certain representations and
warranties concerning the Mortgage Loans sold by it to the Depositor. Pursuant
to the terms of the Mortgage Loan Purchase Agreement, each Seller will be
obligated to cure any breach of such representations and warranties or to
repurchase from the Depositor any Mortgage Loan sold by it as to which there
exists a breach of any such representation or warranty that materially and
adversely affects the value of the Mortgage Loan or the interests of the
Certificateholders in such Mortgage Loan. Each Seller shall covenant with the
Depositor to repurchase any Mortgage Loan sold by it from the Depositor or cure
any such breach in all material respects within 90 days of receiving notice
thereof. Under the Pooling and Servicing Agreement, the Depositor will assign
its rights under the Mortgage Loan Purchase Agreement to the Trustee for the
benefit of the Certificateholders. The sole remedy available to the Trustee or
the Certificateholders is the obligation of the Sellers to cure or repurchase
any Mortgage Loan in connection with which there has been a breach of any such
representation or warranty which materially and adversely affects the value of
the Mortgage Loan or the interest of the Certificateholders in such Mortgage
Loan.
Each Seller has generally represented and warranted as of the Delivery Date
with respect to each Mortgage Loan sold by it, among other things, that:
(i) Such Seller has good and indefeasible title to the related Mortgage
Note and Mortgage and other documents in the related Mortgage File and is the
sole owner and holder of such Mortgage Loan, has full right and authority to
sell and assign such Mortgage Loan under the applicable Mortgage Loan Purchase
Agreement, and is transferring such Mortgage Loan to the Depositor free and
clear of any and all liens, claims, encumbrances, participation interests,
equities, pledges, charges or security interests of any nature.
(ii) Each of the related Mortgage Note, Mortgage and other agreements
executed in connection therewith is genuine and is the legal, valid and binding
obligation of the maker thereof, enforceable in accordance with its terms except
as such enforcement may be limited by (1) bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium, redemption or other similar
laws affecting the enforcement of creditors' rights generally and (2) general
equity principles
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(regardless of whether such enforcement is considered in a proceeding in equity
or at law); and there is no valid offset, defense or counterclaim or right of
rescission to any Mortgage Note or Mortgage, including the obligation of the
mortgagor to pay the unpaid principal of and interest on the Mortgage Note.
(iii) The terms of the related Mortgage Note and Mortgage have not been
impaired, waived, altered or modified in any material respect, except by written
instruments which have been recorded, if necessary, to protect the interest of
the Depositor and which have been delivered to the Depositor. The substance of
any such alteration or modification is reflected on the Mortgage Loan Schedule,
if applicable; the related mortgagor or guarantor has not been released, in
whole or in part, from its obligations under the related Mortgage Note, Mortgage
or any guaranty related to such Mortgage Note, as the case may be, other than
pursuant to releases previously approved in writing by such Seller or any
affiliate thereof, copies of which have been delivered to the Depositor.
(iv) There is no material non-monetary default, breach, violation or event
of acceleration existing under the related Mortgage or Mortgage Note, such
Seller has not waived any such default, breach, violation or event of
acceleration, and, to the best of such Seller's knowledge, no event has occurred
which, with the passing of time or the giving of notice, would constitute such a
default, breach, violation or event of acceleration.
(v) All federal, state and local laws, rules and regulations applicable to
such Mortgage Loan, including without limitation, those relating to usury, equal
credit opportunity, real estate settlement procedures or disclosure, have been
satisfied or complied with in all material respects as of the origination date.
(vi) To the extent required under applicable law, each originator and
subsequent mortgagee was authorized to transact and do business in the
jurisdiction in which the related Mortgaged Property is located at all times
when it held the Mortgage Loan.
(vii) To the best of such Seller's knowledge, except with respect to the
Robious Road Loan, there is no proceeding pending or threatened for the total or
partial condemnation of the related Mortgaged Property as of the applicable
closing date.
(viii) As of the applicable closing date, except with respect to the
Bristol Park Apartments Loan, the Mortgaged Property is in good repair and free
and clear of any damage that would affect materially and adversely the value of
the Mortgaged Property as security for the Mortgage Loan or the use for which
the premises were intended or escrows have been established for the purpose of
effecting necessary repairs and maintenance.
(ix) Except with respect to Retained Interest (as defined herein), no
Mortgage Loan is a participation interest, but instead is a whole loan, all of
the interest in which is conveyed hereunder.
(x) Neither such Seller nor any of its agents or affiliates has, directly
or indirectly, advanced funds, or received any advance of funds by a party other
than the related borrower, for the payment of any amount required by the related
Mortgage Note or Mortgage, except for interest accruing from the date of the
Mortgage Note or date of disbursement of the Mortgage Loan proceeds, whichever
is later, to the date which preceded by 30 days the first due date under the
related Mortgage Note.
(xi) No scheduled payment under any Mortgage Loan is more than 30 days past
due as of the Delivery Date, nor has any Mortgage Loan been delinquent more than
30 days during the 12 months prior to the Delivery Date. The borrower on each
Mortgage Loan has made the first Monthly Payment.
(xii) Any related Assignment of Leases and Rents creates a valid first
priority assignment of, or security interest in, the right to receive all
payments due under the related lease, if any, whether as rental payments or in
respect of any purchase option, subject only to a license from the mortgagee to
the mortgagor allowing such mortgagor to collect all such payments, which
license will be automatically revoked, or at the option of the mortgagee, may be
revoked, upon a default by the
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mortgagor under the terms of the Mortgage; and no Person other than the
mortgagor owns any interest in any payments due under such lease that is
superior to or of equal priority with the mortgagee's interest therein. The
Assignment of Leases and Rents or the related Mortgage provides for the
appointment of a receiver for rents or allows the mortgagee to enter into
possession to collect rents or provides for rents to be paid directly to the
mortgagee in the event of a default.
(xiii) The Mortgage Note relating to each Mortgage Loan provides for level
monthly payments (exclusive of the initial payment and any balloon payment on a
balloon Mortgage Loan) and does not provide for any grace period that exceeds 10
days during which remittance by the mortgagor of any monthly payment may be
deferred without the payment of any default interest or late charge therefor;
there is no difference for any period between the amount of interest accrued on
such Mortgage Loan and the amount of interest payable thereon; and no Mortgage
Loan provides for contingent interest, shared equity or shared appreciation.
(xiv) As of origination of each Mortgage Loan all material certificates of
occupancy or other similar licenses, permits and other authorizations necessary
and required by applicable law for the use of the related Mortgaged Property had
been issued; and all such certificates of occupancy or other similar licenses,
permits and authorizations are valid and in full force and effect. Except with
respect to parking requirements, there are no legal non-conforming uses or
improvements with respect to any Mortgaged Property, unless reasonable
assurances of rebuildability or reduced probability of loss, or "law or
ordinance" insurance coverage was obtained by the originator or Seller.
(xv) The information set forth on the Mortgage Loan Schedule is complete,
true and correct in all material respects.
(xvi) In reliance upon the title policy referred to below and the survey
for the Mortgaged Property, the related Mortgage constitutes a valid and
enforceable first lien upon the related Mortgaged Property, including all
buildings thereon and all fixtures attached thereto, subject only to (A) the
lien of current real property taxes and assessments not yet due and payable, (B)
covenants, conditions and restrictions, rights of way, easements and other
matters of public record, none of which materially interferes with the security
intended to be provided by such Mortgage, (C) exceptions and exclusions
specifically referred to in the lender's title insurance policy described below,
none of which materially interferes with the security intended to be provided by
such Mortgage, and (D) other matters to which like properties are commonly
subject, none of which materially interferes with the security intended to be
provided by such Mortgage, the ability of the mortgagor timely to pay in full
the principal and interest on the Mortgage Note, or the current use, operation
or value of the Mortgaged Property ("Permitted Exceptions").
(xvii) The proceeds of each Mortgage Loan have been fully disbursed, or, in
cases of partial disbursement there is no requirement for future advances
thereunder, and any and all requirements imposed by the mortgagee as to
completion of any on-site or off-site improvements and as to disbursements of
any escrow funds therefor have been complied with as of the Delivery Date.
(xviii) An ALTA lender's title insurance policy or a comparable form of
lender's title insurance policy or a binding commitment therefor, in any case
issued by a title insurance company qualified to do business in the jurisdiction
in which the Mortgaged Property is located, was issued in an amount not less
than the original principal balance of the Mortgage Loan, insuring or confirming
that the related Mortgage constitutes a valid first lien on the related
Mortgaged Property, subject only to the Permitted Exceptions described above;
such title insurance policy is freely assignable to the Depositor; on the date
of transfer and assignment of such Mortgage Loan to the Depositor, such title
insurance policy is valid and in full force and effect, and, immediately
following the transfer and assignment of such Mortgage Loan to the Depositor,
such title insurance policy will inure to the benefit of the Depositor, as
mortgagee of record; and no claims have been made under any title
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insurance policy and such Seller has not taken any action that would cause such
title insurance policy not to be valid and in full force and effect.
(xix) All taxes, governmental assessments, insurance premiums, and water,
sewer and municipal charges, and ground rents, if any, which previously became
due and owing in respect of the related Mortgaged Property have been paid, or an
escrow of funds in an amount sufficient to cover such payments has been
established.
(xx) Each Mortgaged Property is covered by hazard insurance (and, if
applicable, federal flood insurance with respect to the improvements on the
Mortgaged Property) naming the mortgagee and its successors as payee under a
standard mortgagee clause in an amount at least equal to the greater of (A) the
amount of the Mortgage Loan on the related Mortgaged Property, and (B) an amount
sufficient to avoid the application of any coinsurance clause contained in the
related insurance policy, together with a replacement cost rider or other
provision that does not allow for any reduction due to depreciation; such
insurance requires prior notice to such Seller of termination or cancellation,
and no such notice has been received; the Mortgage obligates the related
mortgagor to maintain such insurance and, upon such mortgagor's failure to do
so, authorizes the mortgagee to maintain such insurance at the mortgagor's cost
and expense and to seek reimbursement therefor from such mortgagor; all premium
payments due and owing have been paid. The Mortgage provides that any insurance
proceeds in respect of a casualty loss or taking will be applied either to the
repair and restoration of the Mortgaged Property, with the Mortgagee or its
designee having the right to hold and disburse such proceeds as repair work
progresses, or to the payment of outstanding amounts owed on such Mortgage Loan.
(xxi) With respect to each Mortgage Loan sold by it, each Seller has
received a phase I environmental site assessment (the"ESA"), dated not more than
25 months prior to the Cut-Off Date, certified as having been prepared in
accordance with the Standard Practice for Environmental Site Assessments, Phase
I Environmental Site Assessment Process (E1527-94) established by the American
Society for Testing and Materials ("ASTM") or, with respect to the SouthTrust
Loans, either ASTM Standards or the Standards of the Federal National Mortgage
Association ("Fannie Mae"). To the best of such Seller's knowledge, and in
reliance on the ESA, there exist no circumstances or conditions respecting the
Mortgaged Property that might (1) constitute or result in a material violation
of any Environmental Law, (2) require any expenditure material in relation to
the principal balance of the Mortgage Loans as of the Delivery Date to achieve
or maintain compliance therewith, (3) impose any material constraint on
operation of the Mortgaged Property or change in the use thereof or (4) require
cleanup, remedial action or other response under any Environmental Law by the
applicable borrower or any subsequent owner of the Mortgaged Property, in each
case other than those matters disclosed in the ESAs and for which operation and
management programs or escrows for anticipated costs have been established, as
recommended in the related ESA. Other than as described in the preceding
sentence, such Seller has received no notice of (A) any actual or alleged
failure of the Mortgaged Property to comply with any applicable Environmental
Laws in any material respect, (B) any known or alleged presence of any material
amount of Hazardous Substances on, under or immediately bordering such Mortgaged
Property, or (C) any pending or threatened claim with respect to material
environmental matters relating to such Mortgaged Property.
(xxii) (1) Each Mortgage Loan is directly secured by a mortgage on a
commercial or multifamily property, and (2) either (A) substantially all of the
proceeds of such Mortgage Loan were used to acquire or improve or protect an
interest in real property that, at the origination date, was the only security
for the Mortgage Loan or (B) fair market value of such real property was at
least equal to 80% of the principal amount of the Mortgage Loan at origination.
(xxiii) To the best of such Seller's knowledge in reliance on the related
title insurance policy, there are no mechanics' or similar liens or claims which
have been filed for work, labor or material (and no rights are outstanding that
under law could give rise to any such lien) affecting the
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Mortgaged Property which are or may be prior or equal to, or coordinate with,
the lien of the Mortgage except those which are insured against by the mortgagee
title insurance policy referred to above.
(xxiv) The related Assignment of Mortgage constitutes a legal, valid and
binding assignment of such Mortgage to the Depositor, and the related
Reassignment of Assignment of Leases and Rents, if any, constitutes a legal,
valid and binding assignment thereof to the Depositor. No Mortgage Note or
related loan document contains any restriction on the related Seller's ability
to assign and transfer such Mortgage Loan to any other person or entity.
(xxv) The mortgage instruments relating to such Mortgage Loan contain
provisions protective of the mortgagee's interests customary in such Seller's
commercial mortgage loans at the time such Mortgage Loan was originated; and the
related Mortgage Note or the related Mortgage contains customary and enforceable
provisions such as to render the rights and remedies of the holder thereof
adequate for the realization against the Mortgaged Property of the benefits of
the security, including realization by judicial or, if applicable, nonjudicial
foreclosure, and there is no exemption available to the borrower which would
interfere with such right to foreclose, except as may be limited by (A)
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium,
redemption or other similar laws affecting the enforcement of creditors' rights
generally and (B) general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law).
(xxvi) The related Mortgage Note is not, and has not been since the date of
origination of the Mortgage Loan, secured by any collateral except the lien of
the related Mortgage, any related Assignment of Leases and Rents and any related
security agreement and escrow agreement (except with respect to cross-defaulted
Mortgage Loans described below); the security for the Mortgage Loan consists
only of the related Mortgaged Property, any leases (including without limitation
any credit leases) thereof, and any appurtenances, fixtures and other property
located thereon; and such Mortgaged Property does not secure any Mortgage Loan
other than the Mortgage Loan being transferred and assigned to the Depositor
hereunder except for Mortgage Loans which are cross-collateralized and
cross-defaulted with other Mortgage Loans being conveyed to the Depositor or
subsequent transferee hereunder and identified on the Mortgage Loan Schedule.
The aggregate loan balance of all cross-defaulted and cross-collateralized loans
has been recorded against each related Mortgaged Property.
(xxvii) If the related Mortgage is a deed of trust, a trustee, duly
qualified under applicable law to serve as such, has been properly designated
and currently so serves and is named in the deed of trust or has been
substituted in accordance with applicable law, and no fees or expenses are or
will become payable to the trustee under the deed of trust, except in connection
with a trustee's sale after default by the mortgagor or in connection with the
release of the Mortgaged Property or related security for the Mortgage Loan
following the payment of the Mortgage Loan in full.
(xxviii) All escrow deposits and payments relating to such Mortgage Loan
are in the possession, or under the control, of such Seller, and all amounts
required to be deposited by the related borrower have been deposited and there
are no deficiencies with regard thereto.
(xxix) To the best of such Seller's knowledge in reliance upon a review of
the title policy and survey for the Mortgaged Properties, none of the
improvements which were included for the purpose of determining the appraised
value of the related Mortgaged Property at the time of the origination of such
Mortgage Loan lies outside of the boundaries and building restriction lines of
such property in effect at the time such improvements were constructed, and no
improvements on adjoining properties materially encroach upon such Mortgaged
Property.
(xxx) With respect to any Mortgage which is secured in whole or in part by
the interest of a borrower as a lessee under a ground lease and based upon the
terms of the ground lease or an estoppel letter from the ground lessor, except
as described herein under "Risk Factors -- Ground
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Leases and Other Leasehold Interests," either (1) the ground lessor's fee
interest is subordinated to the lien of the mortgage or (2) the following apply
to such ground lease:
(A) The ground lease or a memorandum thereof has been duly recorded,
the ground lease permits the interest of the lessee thereunder to be
encumbered by the related mortgage, does not restrict the use of the
mortgaged property, lessee, its successors and assigns in a manner that
would adversely affect the security provided by the related mortgage, and
there has not been a material change in the terms of the ground lease since
its recordation, with the exception of written instruments which are part
of the related Mortgage File.
(B) The ground lease is not subject to any liens or encumbrances
superior to, or of equal priority with, the related Mortgage, other than
the related ground lessor's related fee interest.
(C) The borrower's interest in the ground lease is assignable to the
holder of the Mortgage upon notice to, but without the consent of, the
lessor thereunder and, in the event that it is so assigned, it is further
assignable by the trustee and its successors and assigns upon notice to,
but without a need to obtain the consent of, such lessor.
(D) As of the Delivery Date, the ground lease is in full force and
effect and no default has occurred under the ground lease and there is no
existing condition which, but for the passage of time or the giving of
notice, would result in a default under the terms of the ground lease.
(E) The ground lease requires the lessor thereunder to give notice of
any default by the lessee to the mortgagee; and the ground lease, or an
estoppel letter received by the mortgagee from the lessor, further provides
that notice of termination given under the ground lease is not effective
against the mortgagee unless a copy of the notice has been delivered to the
mortgagee in the manner described in such ground lease or estoppel letter.
(F) The mortgagee is permitted a reasonable opportunity (including,
where necessary, sufficient time to gain possession of the interest of the
lessee under the ground lease) to cure any default under the ground lease,
which is curable after the receipt of notice of any default before the
lessor thereunder may terminate the ground lease.
(G) The ground lease has a term which extends not less than 10 years
beyond the maturity date of the related Mortgage Loan.
(H) The ground lease requires the lessor to enter into a new lease
upon termination of the ground lease for any reason, including rejection of
the ground lease in a bankruptcy proceeding.
(I) Under the terms of the ground lease and the related Mortgage,
taken together, any related insurance proceeds will be applied either to
the repair or restoration of all or part of the related Mortgaged Property,
with the mortgagee or a trustee appointed by it having the right to hold
and disburse the proceeds as the repair or restoration progresses, or to
the payment of the outstanding principal balance of the Mortgage Loan
together with any accrued interest thereon.
(J) Such ground lease does not impose restrictions on subletting.
(K) Either the ground lease or the related Mortgage contains the
borrower's covenant that such ground lease shall not be amended, canceled
or terminated without the prior written consent of the mortgagee.
(L) In the case of any default under the ground lease which is not
curable by the mortgagee, or in the event of the bankruptcy or insolvency
of the ground lessee, the mortgagee has the right, following termination of
the existing ground lease or rejection thereof by a bankruptcy trustee or
similar party, to enter into a new ground lease with the lessor on
substantially the same terms as the existing ground lease.
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(M) The ground lease or an estoppel letter contains a covenant that
the lessor thereunder is not permitted, in the absence of an uncured
default, to disturb the possession, interest or quiet enjoyment of any
lessee in the relevant portion of the Mortgaged Property subject to such
ground lease for any reason, or in any manner, which would materially
adversely affect the security provided by the related Mortgage.
(xxxi) All items required to be included in the Mortgage File for each
Mortgage Loan are so included and each Mortgage File has been delivered to the
Custodian or the Master Servicer as provided by the Pooling and Servicing
Agreement, or will be delivered within 45 days of the Delivery Date.
(xxxii) With respect to any Mortgage which is secured by a senior housing
or nursing home facility ("Facility"):
(A) Based upon representations by the borrower and each facility
operator or manager (each an "Operator"), each borrower and each Facility
complies with all federal, state and local laws, regulations, quality and
safety standards, accreditation standards and requirements of the
applicable state Department of Health (each a "DOH") and all other federal,
state or local governmental authorities including, without limitation,
those relating to the quality and adequacy of medical care, distribution of
pharmaceuticals, rate setting, equipment, personnel, operating policies,
additions to facilities and services and fee splitting.
(B) All governmental licenses, permits, regulatory agreements or other
approvals or agreements necessary or desirable for the use and operation of
each Facility as intended are held by the applicable borrower or Operator
and are in full force and effect, including, without limitation, a valid
certificate of need ("CON") or similar certificate, license, or approval
issued by the DOH for the requisite number of beds, and approved provider
status in any approved provider payment program (collectively, the
"Licenses").
(C) Based upon representations and covenants in the Mortgage and,
where applicable, certificates of government officials, the Licenses,
including, without limitation, the CON:
(1) May not be, and have not been, transferred to any location
other than the Facility;
(2) Have not been pledged as collateral security for any other loan
or indebtedness; and
(3) Are held free from restrictions or known conflicts which would
materially impair the use or operation of the Facility as intended, and
are not provisional, probationary or restricted in any way.
(D) So long as the Mortgage remains outstanding, no borrower or
Operator is permitted pursuant to the terms of the Mortgage without the
consent of the holder of the Mortgage to:
(1) rescind, withdraw, revoke, amend, modify, supplement, or
otherwise alter the nature, tenor or scope of the Licenses for any
Facility (other than the addition of services or other matters expanding
or improving the scope of such license);
(2) amend or otherwise change any Facility's authorized bed
capacity and/or the number of beds approved by the DOH; or
(3) replace or transfer all or any part of any Facility's beds to
another site or location.
(E) Based upon representations and covenants in the Mortgage, each
Facility is in compliance with all requirements for participation in
Medicare and Medicaid, including, without limitation, the Medicare and
Medicaid Patient Protection Act of 1987; each Facility is in conformance in
all material respects with all insurance, reimbursement and cost reporting
requirements, and has a current provider agreement which is in full force
and effect under Medicare and Medicaid.
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(F) To the best of such Seller's knowledge, there is no threatened or
pending revocation, suspension, termination, probation, restriction,
limitation, or nonrenewal affecting any borrower, Operator, or Facility or
any participation or provider agreement with any third-party payor,
including Medicare, Medicaid, Blue Cross and/or Blue Shield, and any other
private commercial insurance managed care and employee assistance program
(such programs, the "Third-Party Payors' Programs") to which any borrower
or Operator presently is subject. The Mortgage contains representations and
covenants by the borrower that all Medicaid, Medicare, and private
insurance cost reports and financial reports submitted by the borrower or
Operator are and will be materially accurate and complete and have not been
and will not be misleading in any material respects, and except as
otherwise disclosed, no cost reports for any Facility remain "open" or
unsettled.
(G) To the best of such Seller's knowledge and based on
representations by each borrower in the related Mortgage, no borrower,
Operator or Facility is currently the subject of any proceeding by any
governmental agency, and no notice of any violation has been received from
a governmental agency that would, directly or indirectly, or with the
passage of time:
(1) Have a material adverse impact on any borrower's ability to
accept and/or retain patients or result in the imposition of a fine, a
sanction, a lower rate certification or a lower reimbursement rate for
services rendered to eligible patients;
(2) Modify, limit or annul or result in the transfer, suspension,
revocation or imposition of probationary use of any borrower's Licenses;
or
(3) Affect any borrower's continued participation in the Medicaid
or Medicare programs or any other of the Third-Party Payors' Programs,
or any successor programs thereto, at current rate certifications.
(H) Based upon representations and covenants in the Mortgage and,
where available, certificates of government officials, each Facility and
the use thereof complies in all material respects with all applicable
local, state and federal building codes, fire codes, health care, nursing
facility and other similar regulatory requirements (the "Physical Plant
Standards") and no waivers of Physical Plant Standards exist at any of the
Facilities.
(I) Based upon representations and covenants in the Mortgage and,
where available, certificates of government officials, no Facility has
received a "Level A" (or equivalent) violation, and no statement of charges
or deficiencies has been made or penalty enforcement action has been
undertaken against any Facility, Operator or borrower, or against any
officer, director or stockholder of any Operator or borrower by any
governmental agency during the last three calendar years, and there have
been no violations over the past three years which have threatened any
Facility's, any Operator's or any borrower's certification for
participation in Medicare or Medicaid or the other Third-Party Payors'
Programs.
(J) To the best of such Seller's knowledge and based on
representations by each borrower in the related Mortgage, there are no
current, pending or outstanding Medicaid, Medicare or Third-Party Payors'
Programs reimbursement audits or appeals pending at any of the Facilities
concerning allegations of fraud or that might have a material adverse
effect on the operations of the Facility.
(K) To the best of such Seller's knowledge and based on
representations by each borrower in the related Mortgage, there are no
current or pending Medicaid, Medicare or Third-Party Payors' Programs
recoupment efforts at any of the Facilities that might have a material
adverse effect on the operations of the Facility.
(L) To the best of such Seller's knowledge and based on
representations by each borrower in the related Mortgage, no borrower has
pledged its receivables as collateral security for any other loan or
indebtedness.
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(M) To the best of such Seller's knowledge and based on
representations by each borrower in the related Mortgage, there are no
patient or resident care agreements with patients or residents or with any
other persons which deviate in any material adverse respect from the
standard form customarily used at the Facilities.
(N) The borrower has represented in the related Mortgage that all
patient or resident records at each Facility, including patient or resident
trust fund accounts, are true and correct in all material respects.
(O) The borrower has represented in the related Mortgage that any
existing agreement relating to the management or operation of any Facility
with respect to any Facility is in full force and effect and is not in
default by any party thereto.
(P) The terms of each Mortgage require that no Facility, Operator or
borrower shall, other than in the normal course of business, change the
terms of any of the Third-Party Payors' Programs or its normal billing
payment or reimbursement policies and procedures with respect thereto
(including, without limitation, the amount and timing of finance charges,
fees and write-offs) without the prior written consent of the holder of the
Mortgage.
(xxxiii) As of the date of origination of the related Mortgage Loan, there
was, and to the best of the related Seller's knowledge, as of the Delivery Date,
there is no pending action, suit or proceeding, arbitration or governmental
investigation against the Mortgaged Property or the related mortgagor, an
adverse outcome in which would materially affect such mortgagor's performance
under the terms of the Mortgage Loan or the Holders of the Certificates.
(xxxiv) In the origination of each Mortgage Loan originated by a Seller,
such Seller followed its underwriting procedures in effect as of the date of
origination for newly originated commercial mortgage loans, and otherwise in
accordance with customary industry procedures used by reasonable, prudent
commercial mortgage lenders generally. In connection with the purchase of each
Mortgage Loan purchased by a Seller, such Seller followed its underwriting
procedures in effect as of the date of purchase for newly purchased commercial
mortgage loans, and otherwise in accordance with customary industry procedures
used by reasonable, prudent purchasers of commercial mortgage loans generally.
(xxxv) The Mortgage Loans have been serviced since the date of origination
or purchase, as applicable, in accordance with applicable laws and generally
accepted servicing practices for similar commercial mortgage loans.
(xxxvi) Except with respect to the Asset Marketing Building Loan, the
Seaford Village Shopping Center Loan and the Beehive I/II Mini-Storage Loans, no
Mortgage Loan requires the mortgagee to release any portion of the Mortgaged
Property from the lien of the Mortgage except upon payment in full of the
Mortgage Loan.
(xxxvii) No improvements on any Mortgaged Property are located in a flood
hazard area as defined by the Federal Emergency Management Agency, except such
improvements as are covered by federal flood insurance.
(xxxviii) Except for the Country Oaks Loan, the Northgate Club Loan, the
Springfield West Loan, the Squire Hill II Loan, the Terrace Hills Loan, the Town
Creek Loan and the Wynbridge Loan, the related Seller inspected each Mortgaged
Property or caused it to be inspected within 12 months prior to the Delivery
Date.
(xxxix) Each Mortgaged Property constitutes one or more separate tax
parcels and is served by a dedicated road (or an irrevocable easement permitting
ingress and egress) and public utilities, including without limitation water and
sewer service (or a septic system).
(xl) Except as described herein, each Mortgage prohibits further
encumbrances, and except as described in the respective Mortgage Loan Purchase
Agreements there are no subordinate liens or unsecured debt affecting any
Mortgaged Property.
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(xli) Each borrower is a United States person or entity, and except as
described in the respective Mortgage Loan Purchase Agreements no borrower is
related to any other borrower or is subject to any pending bankruptcy or
insolvency proceeding.
The following terms have the following definitions for purposes of the
above representations and warranties:
"Assignment of Leases and Rents" means, with respect to any Mortgage Loan,
an assignment to the Mortgagee of all of the Borrower's rights to receive rental
payments from the related Tenant pursuant to the related Lease, which assignment
may be contained in the related Mortgage or in one or more separate documents
duly executed by the Borrower in connection with the Mortgage Loan. In the case
of any Mortgage Loan secured by more than one Mortgaged Property, the term
"Assignment of Leases and Rents" shall refer to each Assignment of Leases and
Rents relating to each such Mortgaged Property and such Mortgage Loan.
"Assignment of Mortgage" means, with respect to any Mortgage Loan, an
assignment of the Mortgage or equivalent instrument, in recordable form, by
which such Seller assigns such Mortgage in connection with the transfer of the
related Mortgage Loan. In the case of any Mortgage Loan secured by more than one
Mortgage, the term "Assignment of Mortgage" refers to each Assignment of
Mortgage relating to such Mortgage and such Mortgage Loan.
The term "borrower" means a borrower under a Mortgage Loan.
"Mortgage File" means, with respect to each Mortgage Loan, the mortgage
loan documents and any other documents relating to such Mortgage Loan, in each
case to the extent they are delivered to the Custodian.
"Mortgage Loan Schedule" means a schedule of Mortgage Loans delivered to
the Custodian.
"Person" means any individual, partnership, corporation, limited liability
company, joint venture, trust or other entity.
"Reassignment of Assignment of Leases and Rents" means, with respect to any
Mortgage Loan, an assignment to the Depositor of the related Assignment of
Leases and Rents, duly executed and in suitable form for recording in the
jurisdiction in which the related Mortgaged Property is located. In the case of
any Mortgage Loan secured by more than one Mortgaged Property, the term
"Reassignment of Assignment of Leases and Rents" refers to each Reassignment of
Assignment of Leases and Rents relating to each such Mortgaged Property and such
Mortgage Loan.
CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS
All of the Mortgage Loans have Due Dates that occur on the first day of
each month. All of the Mortgage Loans are secured by first liens on fee simple
or leasehold interests in the related Mortgaged Properties, subject to the
Permitted Exceptions reflected in the related title insurance policy. As of the
Cut-Off Date, the Mortgage Loans had characteristics set forth below. The totals
in the following tables may not add due to rounding.
"Due-on-Sale" and "Due-on-Encumbrance" Provisions. The Mortgage Loans
generally contain "due-on-sale" and "due-on-encumbrance" clauses that in each
case permit the holder of the Mortgage Loan to accelerate the maturity of the
Mortgage Loan if the borrower sells or otherwise transfers or encumbers the
related Mortgaged Property without the consent of the mortgagee. The Master
Servicer (or, with respect to Specially Serviced Mortgage Loans, the Special
Servicer) will determine, in a manner consistent with the Servicing Standard,
whether to exercise any right the mortgagee may have under any such clause to
accelerate payment of the related Mortgage Loan upon, or to withhold its consent
to, any transfer or further encumbrance of the related Mortgaged Property.
Certain of the Mortgage Loans provide that the mortgagee may condition an
assumption of the loan on the receipt of the assumption fee, which is in some
cases equal to one percent of the
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then unpaid principal balance of the applicable Mortgage Note, in addition to
the payment of all costs and expenses incurred in connection with such
assumption. Certain of the Mortgages provide that such consent may not be
unreasonably withheld provided that (i) no event of default has occurred, (ii)
the proposed transferee is creditworthy and has sufficient experience in the
ownership and management of properties similar to the Mortgaged Property, (iii)
the Rating Agencies have confirmed in writing that such transfer will not result
in a qualification, reduction or withdrawal of the then current rating of the
Certificates, (iv) the transferee has executed and delivered an assumption
agreement evidencing its agreement to abide by the terms of the Mortgage Loan
together with legal opinions and title insurance endorsements and (v) the
assumption fee has been received (which assumption fee will be paid to the
Master Servicer or the Special Servicer, as described herein and as provided in
the Pooling and Servicing Agreement, and will not be paid to the
Certificateholders). See "Certain Legal Aspects of Mortgage Loans -- Due-on-Sale
and Due-on-Encumbrance" in the Prospectus. The Depositor makes no representation
as to the enforceability of any due-on-sale or due-on-encumbrance provision in
any Mortgage Loan.
ADDITIONAL MORTGAGE LOAN INFORMATION
GENERAL MORTGAGE LOAN CHARACTERISTICS
(AS OF CUT-OFF DATE, UNLESS OTHERWISE INDICATED)
<TABLE>
<CAPTION>
<S> <C>
Initial Pool Balance(1)..................................... $ 480,085,034
Number of Mortgage Loans.................................... 97
Number of Mortgaged Properties.............................. 108
Average Mortgage Loan Balance............................... $ 4,949,330
Weighted Average Mortgage Rate.............................. 8.738%
Range of Mortgage Rates..................................... 7.95%-10.332%
Weighted Average Remaining Term to Maturity (months)(6)..... 109
Range of Remaining Term to Maturity (months)(6)............. 39-238
Weighted Average Original Amortization Term
(months)(2)(6)............................................ 330
Range of Original Amortization (months)..................... 216-360
Weighted Average DSCR(3).................................... 1.33x
Range of DSCRs(3)........................................... 0.99-2.02
Weighted Average LTV(4)..................................... 68.8%
Range of LTVs(4)............................................ 31%-81%
Weighted Average LTV at Maturity(5)(6)...................... 57.17%
Percentage of Initial Pool Balance made up of:
Fully Amortizing Loans.................................... 6.05%
Balloon Loans............................................. 93.95%
</TABLE>
- ---------------
(1) Subject to a permitted variance of plus or minus 5%.
(2) "Weighted Average Original Amortization Term" reflects the fact that certain
Mortgage Loans provide for Monthly Payments based on amortization schedules
at least 60 months longer than the remaining stated terms of such Mortgage
Loans.
(3) DSCR for any Mortgage Loan is equal to the Net Cash Flow from the related
Mortgaged Property divided by the Annual Debt Service for such Mortgaged
Property (as defined below).
(4) "LTV" or "Loan-to-Value Ratio" means, with respect to any Mortgage Loan, the
principal balance of such Mortgage Loan as of the Cut-Off Date divided by
the appraised value of the Mortgaged Property or Properties securing such
Mortgage Loan as of the date of the original appraisal.
(5) "LTV at Maturity" for any Mortgage Loan is calculated in the same manner as
LTV as of the Cut-Off Date, except that the Mortgage Loan Cut-Off Date
Principal Balance used to calculate the LTV as of the Cut-Off Date has been
adjusted to give effect to the amortization of the applicable Mortgage Loan
as of its Maturity Date. Such calculation thus assumes that the
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appraised value of the Mortgaged Property or Properties securing a Mortgage
Loan on the Maturity Date is the same as the appraised value as of the date
of the original appraisal. There can be no assurance that the value of any
particular Mortgaged Property will not have declined from the original
appraised value.
(6) One Mortgage Loan, representing 0.54% of the Mortgage Pool, has an
anticipated repayment date of April 23, 2007 based on a scheduled increase
in the Mortgage Interest Rate on such date.
The following tables and Annex A hereto set forth certain information with
respect to the Mortgage Loans and Mortgaged Properties. The statistics in the
following tables and Annex A were primarily derived from information provided to
the Depositor by each Mortgage Loan Seller, which information may have been
obtained from the borrowers without independent verification except as noted.
For purposes of the table and Annex A:
(1) "1994 NOI," "1995 NOI" and "1996 NOI" (which is for the period ending
as of the date specified in Annex A) is the net operating income for a Mortgaged
Property as established by information provided by the borrowers, except that in
certain cases such net operating income has been adjusted by removing certain
non-recurring expenses and revenue or by certain other normalizations. 1994 NOI,
1995 NOI and 1996 NOI do not necessarily reflect accrual of certain costs such
as taxes and capital expenditures and do not reflect non-cash items such a
depreciation or amortization. In some cases, capital expenditures may have been
treated by a borrower as an expenses or expenses treated as capital
expenditures. The Depositor has not made any attempt to verify the accuracy of
any information provided by each borrower or to reflect changes in net operating
income that may have occurred since the date of the information provided by each
borrower for the related Mortgaged Property. 1994 NOI, 1995 NOI and 1996 NOI
were not necessarily determined in accordance with generally accepted accounting
principles. Moreover, 1994 NOI, 1995 NOI and 1996 NOI are not a substitute for
net income determined in accordance with generally accepted accounting
principles as a measure of the results of a property's operations or a
substitute for cash flows from operating activities determined in accordance
with generally accepted accounting principles as a measure of liquidity and in
certain cases may reflect partial-year annualizations.
(2) "Actual On-going Capital Reserves" means the annual reserves, as
indicated, per unit of measure or as a percentage of gross revenue and escrowed
on a monthly basis.
(3) "Amortization" means the number of months, based on the constant
Monthly Payment as stated in the related Note or Loan Agreement, that would be
necessary to reduce the principal balance of the related Note to zero if
interest on such Note was calculated based on twelve 30-day months and a 360-day
year.
(4) "Anchor" means, with respect to the Retail Properties, a recognized
national or regional retailer, a credit tenant or a retailer that occupies at
least 25,000 square feet.
(5) "Annual Debt Service" means for any Mortgage Loan the current annual
debt service payable during the twelve month period commencing on July 17, 1997
on the related Mortgage Loan.
(6) "Cut-Off Date Principal Balance" means the principal balance of the
Mortgage Loan as of the Cut-Off Date.
(7) "Cut-Off Date Principal Balance/Unit" means the principal balance per
unit of measure as of the Cut-Off Date.
(8) "DSCR" or "Debt Service Coverage Ratio" means, with respect to any
Mortgage Loan, (a) the Net Cash Flow for the related Mortgaged Property or
Properties, divided by (b) the Annual Debt Service for such Mortgage Loan.
(9) "Franchise" means the regional or national franchise affiliation of a
Hotel Property.
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<PAGE> 44
(10) "GLA" means the square footage of the gross leasable area of each
Mortgaged Property.
(11) "Identified Deferred Maintenance" is the estimated amount of deferred
maintenance in the respective Mortgaged Property's structural engineering
report.
(12) "Major Tenant Lease Expiration Date" means the year in which a Major
Tenant's lease is scheduled to expire.
(13) "Major Tenant Percentage of Square Feet" means the square feet leased
to a Major Tenant as a percentage of the total square feet of the Mortgaged
Property.
(14) "Major Tenant" mean one of the largest tenants.
(15) "Maturity Date LTV" for any Mortgage Loan is calculated in the same
manner as Cut-Off Date LTV, except that the Mortgage Loan Cut-Off Date Principal
Balance used to calculate the Cut-off Date LTV has been adjusted to give effect
to the amortization of the applicable Mortgage Loan as of its Maturity Date.
Such calculation thus assumes that the appraised value of the Mortgaged Property
or Properties securing a Mortgage Loan on the Maturity Date is the same as the
appraised value as of the date of the original appraisal. There can be no
assurance that the value of any particular Mortgaged Property will not have
declined from the original appraised value.
(16) "Net Cash Flow" with respect to a given Mortgage Loan or Mortgaged
Property means cash flow available for debt service, as determined by the
related Seller based upon borrower supplied information for a recent period that
is generally the twelve months prior to the origination of such Mortgage Loan,
adjusted for stabilization and, in the case of certain Mortgage Loans, may have
been updated to reflect a more recent operating period. Net Cash Flow does not
reflect debt service, subordinated ground rent, non-cash items such as
depreciation or amortization, and does not reflect actual capital expenditures
and may have been adjusted by, among other things, (i) in the case of the
Multifamily Properties, annualizing rental revenue shown on a recent rent roll
before applying a vacancy factor without further regard to the terms (including
expiration dates) of the leases shown thereon, (ii) in the case of certain
Office Properties, Industrial Properties and Retail Properties, determining
current revenues from leases in place, (iii) in the case of certain Mortgaged
Properties, assuming the occupancy rate was less than the actual occupancy rate
to account for a high occupancy rate or to reflect new construction in the
market, (iv) in the case of the Retail Properties, excluding certain percentage
rent, (vi) excluding certain non-recurring income and/or expenses, (viii)
assuming a management fee of 4-5% or revenue for multi-tenant commercial and
Multifamily Mortgage Loans and 1-3% of revenue for signal-tenant net leased
Mortgage Loans, (viii) in the case of franchised Hotel Properties, assuming
franchise fees of not less than 4-6% of room revenues is made for franchise fees
to the extent actual expenses are less, (ix) taking into account new tax
assessments and utility savings from the installation of new energy efficient
equipment, (x) in certain cases, assuming that operating expenses with respect
to the Mortgaged Property were greater than actual expenses, (xi) subtracting
replacement or capital expenditure reserves from net operating income and, (xii)
in the case of the Retail Properties, Office Properties and Industrial
Properties, subtracting an assumed allowance for tenant improvements and leasing
commissions from net operating income.
(17) "Occupancy" means the percentage of gross leasable area, rooms, units,
beds or sites of the property that are leased. Occupancy rates are calculated
within a recent period and in certain cases reflect the average occupancy rate
over a period of time.
(18) "Original Loan Balance" means the principal balance of the Mortgage
Loan as of the date of origination.
(19) "Remaining Lockout" means the period of the term of the related
Mortgage Loan from the Cut-Off Date during which the Mortgage Loan may not be
prepaid.
(20) "Reserve for Deferred Maintenance" is the actual dollars escrowed at
the loan origination for deferred maintenance repairs.
S-39
<PAGE> 45
(21) "Underwritten NOI" means Net Cash Flow before deducting for
replacement reserves and capital expenditures, tenant improvements and leasing
commissions.
(22) "Underwritten Occupancy" means the occupancy rate used in determining
Net Cash Flow.
(23) "Units" means the number of units in the respective Mortgaged
Property.
(24) "Units of Measure" means the number of Units, or square footage, as
applicable.
(25) "Value" means for each of the Mortgaged Properties, the appraised
value of such property as determined by an appraisal thereof and in accordance
with MAI standards made not more than 25 months prior to the origination date
(or purchase date, as applicable) of the related Mortgage Loan.
(26) "Weighted Average Mortgage Interest Rate" means the weighted average
of the Mortgage Interest Rates as of the Cut-Off Date.
(27) "Year Built/Renovated" means the year in which the respective
Mortgaged Property was built and/or renovated.
S-40
<PAGE> 46
STATISTICS BY ORIGINATOR
<TABLE>
<CAPTION>
PERCENTAGE OF WEIGHTED WEIGHTED WEIGHTED WEIGHTED
AGGREGATE AVERAGE AVERAGE AVERAGE REMAINING AVERAGE
NUMBER OF CUT-OFF DATE CUT-OFF DATE DEBT SERVICE REMAINING AMORTIZATION MORTGAGE
MORTGAGE PRINCIPAL PRINCIPAL COVERAGE TERM TERM INTEREST
ORIGINATOR LOANS BALANCE BALANCE RATIO (MONTHS) (MONTHS) RATE
---------- --------- ------------- ------------ ------------ --------- ----------------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
AMRESCO 75 68.80% $330,278,520 1.39x 117 317 8.795%
SouthTrust 16 21.08 101,207,231 1.21 90 339 8.518
Central Park Capital 4 5.06 24,277,008 1.30 119 357 9.029
Other 2 5.07 24,322,275 1.05 71 138 8.593
== ====== ============ ==== === === =====
TOTAL/WTD. AVG. 97 100.00% $480,085,034 1.33X 109 315 8.738%
<CAPTION>
WEIGHTED
AVERAGE
CURRENT
ORIGINATOR LTV
---------- --------
<S> <C>
AMRESCO 69%
SouthTrust 73
Central Park Capital 68
Other 46
==
TOTAL/WTD. AVG. 69%
</TABLE>
RANGE OF CUT-OFF DATE PRINCIPAL BALANCES
<TABLE>
<CAPTION>
PERCENTAGE OF WEIGHTED WEIGHTED WEIGHTED WEIGHTED
AGGREGATE AVERAGE AVERAGE AVERAGE REMAINING AVERAGE
NUMBER OF CUT-OFF DATE CUT-OFF DATE DEBT SERVICE REMAINING AMORTIZATION MORTGAGE
CUT-OFF DATE MORTGAGE PRINCIPAL PRINCIPAL COVERAGE TERM TERM INTEREST
PRINCIPAL BALANCE LOANS BALANCE BALANCE RATIO (MONTHS) (MONTHS) RATE
----------------- --------- ------------- ------------ ------------ --------- ----------------- --------
<C> <C> <C> <C> <C> <C> <C> <C>
$ 500,000-$ 999,999 4 0.79% $ 3,784,714 1.31x 115 296 9.064%
1,000,000- 1,999,999 20 6.04 28,987,020 1.39 118 308 8.860
2,000,000- 2,999,999 16 8.71 41,791,690 1.46 108 286 8.983
3,000,000- 3,999,999 16 11.62 55,787,811 1.38 119 316 8.895
4,000,000- 4,999,999 7 6.43 30,888,020 1.44 110 297 8.673
5,000,000- 5,999,999 7 7.92 38,041,289 1.32 116 313 8.981
6,000,000- 6,999,999 5 6.97 33,440,112 1.25 102 323 8.626
7,000,000- 7,999,999 1 1.58 7,607,089 1.32 75 351 8.500
8,000,000- 8,999,999 6 10.50 50,413,585 1.24 109 345 8.555
9,000,000- 9,999,999 4 7.82 37,547,505 1.28 105 339 8.651
10,000,000-11,999,999 6 13.80 66,230,095 1.35 110 327 8.653
12,000,000-13,999,999 1 2.61 12,534,149 1.26 74 352 8.530
14,000,000-16,999,999 1 3.11 14,925,461 1.48 113 353 8.530
17,000,000-19,999,999 2 7.43 35,687,078 1.15 101 224 8.740
20,000,000-24,999,999 1 4.67 22,419,415 1.33 114 331 8.670
== ====== ============ ==== === === =====
TOTAL/WTD. AVG 97 100.00% $480,085,034 1.33X 109 315 8.738%
<CAPTION>
WEIGHTED
AVERAGE
CUT-OFF DATE CURRENT
PRINCIPAL BALANCE LTV
----------------- --------
<C> <C>
$ 500,000-$ 999,999 68%
1,000,000- 1,999,999 67
2,000,000- 2,999,999 63
3,000,000- 3,999,999 69
4,000,000- 4,999,999 68
5,000,000- 5,999,999 71
6,000,000- 6,999,999 72
7,000,000- 7,999,999 73
8,000,000- 8,999,999 73
9,000,000- 9,999,999 72
10,000,000-11,999,999 72
12,000,000-13,999,999 74
14,000,000-16,999,999 71
17,000,000-19,999,999 52
20,000,000-24,999,999 74
==
TOTAL/WTD. AVG 69%
</TABLE>
S-41
<PAGE> 47
CUT-OFF DATE LOAN AMOUNT BY PROPERTY TYPE
<TABLE>
<CAPTION>
PERCENT BY
AGGREGATE WEIGHTED WEIGHTED
CUT-OFF DATE CUT-OFF DATE CUT-OFF AVERAGE AVERAGE WEIGHTED
NUMBER OF PRINCIPAL PRINCIPAL SUM OF BALANCE MORTGAGE REMAINING AVERAGE MIN
PROPERTY TYPE PROPERTIES BALANCE BALANCE UNITS UNIT RATE TERM AMORTIZATION DSCR
------------- ---------- ------------ ------------ --------- ------- -------- --------- ------------ ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Multifamily 56 $235,915,547 49.1% 11,250 $20,970 8.515% 101 342 1.00x
Retail -- Anchored 13 86,149,246 17.9 1,708,824 50 8.786 105 325 1.20
Office 11 63,190,935 13.2 1,554,098 41 8.866 107 240 0.99
Retail -- Unanchored 11 31,922,284 6.6 599,225 53 9.156 124 292 1.25
Lodging 5 21,699,693 4.5 578 37,543 9.225 122 281 1.52
Industrial Warehouse 6 18,040,962 3.8 848,126 21 9.287 117 309 1.30
Nursing Home 3 16,805,758 3.5 621 27,062 9.023 191 259 1.76
Mixed Use 1 3,867,669 0.8 113,141 34 9.250 112 316 1.25
Self-Storage 2 2,492,941 0.5 475 5,248 8.720 117 297 1.69
=== ============ ===== ========= ======= ===== === === ====
TOTAL/WTD. AVG. 108 $480,085,034 100.0% 8.738% 109 315 0.99X
<CAPTION>
WEIGHTED WEIGHTED WEIGHTED WEIGHTED
MAX AVERAGE AVERAGE AVERAGE AVERAGE
PROPERTY TYPE DSCR DSCR LTV OCCUPANCY YEAR BUILT
------------- ---- -------- -------- --------- ----------
<S> <C> <C> <C> <C> <C>
Multifamily 1.65x 1.26x 73% 94% 1977
Retail -- Anchored 1.49 1.36 69 97 1978
Office 2.02 1.26 59 95 1959
Retail -- Unanchored 1.71 1.45 63 96 1976
Lodging 1.83 1.58 57 76 1973
Industrial Warehouse 1.44 1.34 67 99 1975
Nursing Home 1.92 1.87 64 98 1974
Mixed Use 1.25 1.25 72 96 1977
Self-Storage 1.69 1.69 65 97 1983
==== === == == ====
TOTAL/WTD. AVG. 2.02X 1.33X 69% 95% 1974
</TABLE>
RANGE OF PAYMENT TYPES
<TABLE>
<CAPTION>
PERCENTAGE OF WEIGHTED WEIGHTED WEIGHTED WEIGHTED
AGGREGATE AVERAGE AVERAGE AVERAGE REMAINING AVERAGE WEIGHTED
NUMBER OF CUT-OFF DATE CUT-OFF DATE DEBT SERVICE REMAINING AMORTIZATION MORTGAGE AVERAGE
MORTGAGE PRINCIPAL PRINCIPAL COVERAGE TERM TERM INTEREST CURRENT
PAYMENT TYPE LOANS BALANCE BALANCE RATIO (MONTHS) (MONTHS) RATE LTV
- ------------------ --------- ------------- ------------ ------------ --------- ----------------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Amortizing Balloon 94 93.95% $451,021,659 1.33x 107 326 8.740% 70%
Fully Amortizing 3 6.05 29,063,374 1.35 144 144 8.705 46
== ====== ============ ==== === === ===== ==
TOTAL/WTD. AVG. 97 100.00% $480,085,034 1.33X 109 315 8.738% 69%
</TABLE>
S-42
<PAGE> 48
RANGE OF MORTGAGE INTEREST RATES
<TABLE>
<CAPTION>
PERCENTAGE OF WEIGHTED WEIGHTED WEIGHTED WEIGHTED
AGGREGATE AVERAGE AVERAGE AVERAGE REMAINING AVERAGE WEIGHTED
NUMBER OF CUT-OFF DATE CUT-OFF DATE DEBT SERVICE REMAINING AMORTIZATION MORTGAGE AVERAGE
CUT-OFF DATE MORTGAGE PRINCIPAL PRINCIPAL COVERAGE TERM TERM INTEREST CURRENT
MORTGAGE RATE LOANS BALANCE BALANCE RATIO (MONTHS) (MONTHS) RATE LTV
- -------------- --------- ------------- ------------ ------------ --------- ----------------- -------- --------
<C> <C> <C> <C> <C> <C> <C> <C> <C>
7.751%- 8.000% 1 0.33% $ 1,573,344 1.42x 105 285 7.950% 72%
8.001- 8.250 2 2.70 12,944,927 1.16 109 318 8.085 72
8.251- 8.500 25 30.32 145,565,653 1.24 100 312 8.412 70
8.501- 8.750 19 27.45 131,776,956 1.36 104 330 8.614 70
8.751- 9.000 13 11.95 57,377,160 1.46 127 308 8.900 66
9.001- 9.250 21 15.67 75,238,054 1.33 114 304 9.106 68
9.251- 9.500 11 9.25 44,407,889 1.41 114 313 9.322 67
9.501- 9.750 4 2.09 10,056,927 1.32 115 295 9.612 67
10.251-10.500 1 0.24 1,144,123 1.57 236 236 10.332 63
== ====== ============ ==== === === ====== ==
TOTAL/WTD.
AVG. 97 100.00% $480,085,034 1.33X 109 315 8.738% 69%
</TABLE>
RANGE OF DEBT SERVICE COVERAGE RATIOS
<TABLE>
<CAPTION>
PERCENTAGE OF WEIGHTED WEIGHTED WEIGHTED WEIGHTED
AGGREGATE AVERAGE AVERAGE AVERAGE REMAINING AVERAGE WEIGHTED
CUT-OFF DATE NUMBER OF CUT-OFF DATE CUT-OFF DATE DEBT SERVICE REMAINING AMORTIZATION MORTGAGE AVERAGE
DEBT SERVICE MORTGAGE PRINCIPAL PRINCIPAL COVERAGE TERM TERM INTEREST CURRENT
COVERAGE RATIO LOANS BALANCE BALANCE RATIO (MONTHS) (MONTHS) RATE LTV
- -------------- --------- ------------- ------------ ------------ --------- ----------------- -------- --------
<C> <C> <C> <C> <C> <C> <C> <C> <C>
0.99-1.10x 4 9.74% $ 46,760,063 1.02x 90 250 8.514% 60%
1.11-1.20 9 9.29 44,595,388 1.17 100 334 8.642 74
1.21-1.30 30 30.25 145,218,082 1.27 103 336 8.721 73
1.31-1.40 23 27.54 132,198,239 1.34 109 325 8.796 71
1.41-1.50 13 10.19 48,917,506 1.46 116 309 8.658 67
1.51-1.60 7 5.62 26,985,514 1.54 121 293 9.019 59
1.61-1.70 5 2.32 11,131,510 1.65 117 300 8.789 58
1.71-1.80 3 1.67 8,024,637 1.77 114 294 9.174 67
1.81-1.90 1 0.59 2,830,820 1.83 114 270 8.950 59
1.91-2.00 1 2.18 10,451,697 1.92 237 237 8.870 60
2.01-2.25 1 0.62 2,971,578 2.02 114 234 8.724 31
== ====== ============ ==== === === ===== ==
TOTAL/WTD.
AVG. 97 100.00% $480,085,034 1.33X 109 315 8.738% 69%
</TABLE>
S-43
<PAGE> 49
RANGE OF PROPERTY STATES
<TABLE>
<CAPTION>
PERCENTAGE OF WEIGHTED WEIGHTED WEIGHTED WEIGHTED
AGGREGATE AVERAGE AVERAGE AVERAGE REMAINING AVERAGE
NUMBER OF CUT-OFF DATE CUT-OFF DATE DEBT SERVICE REMAINING AMORTIZATION MORTGAGE
MORTGAGE PRINCIPAL PRINCIPAL COVERAGE TERM TERM INTEREST
PROPERTY STATE LOANS BALANCE BALANCE RATIO (MONTHS) (MONTHS) RATE
- -------------------- --------- ------------- ------------ ------------ --------- ----------------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Texas 21 19.24% $ 92,374,161 1.34x 103 339 8.645%
Florida 8 11.77 56,521,359 1.23 82 344 8.584
Oklahoma 6 9.87 47,377,271 1.26 117 357 8.581
Georgia 8 7.95 38,146,721 1.18 100 340 8.640
California 5 7.11 34,123,381 1.22 99 185 8.644
Virginia 4 7.08 33,989,957 1.33 114 313 8.551
New York 8 6.53 31,353,294 1.57 154 277 9.014
Minnesota 2 3.37 16,186,707 1.29 116 319 9.198
District of Columbia 2 2.78 13,354,455 1.53 116 296 9.360
Massachusetts 2 2.05 9,829,655 1.34 119 321 9.282
Washington 4 2.02 9,683,494 1.40 113 310 8.762
Michigan 1 2.01 9,650,000 1.35 120 360 8.380
Delaware 2 1.99 9,568,986 1.34 99 313 8.664
Colorado 2 1.83 8,795,805 1.23 56 283 8.854
Louisiana 3 1.78 8,539,750 1.68 114 294 9.389
Connecticut 2 1.38 6,643,365 1.41 117 297 9.117
Utah 2 1.35 6,485,790 1.39 118 298 8.899
New Hampshire 3 1.35 6,485,105 1.57 117 333 8.290
Maine 2 1.25 5,994,354 1.35 178 274 9.170
Missouri 1 1.12 5,396,756 1.35 118 298 8.310
Kansas 1 1.09 5,211,473 1.35 114 294 9.010
New Jersey 1 0.93 4,483,977 1.31 80 296 9.080
Arkansas 1 0.91 4,370,295 1.60 115 253 8.700
Wisconsin 1 0.89 4,253,600 1.42 114 318 8.370
Arizona 1 0.80 3,824,535 1.33 112 292 9.620
Nebraska 1 0.67 3,200,000 1.31 120 324 8.480
Tennessee 1 0.33 1,573,344 1.42 105 285 7.950
South Carolina 1 0.32 1,523,317 1.25 118 358 8.970
Oregon 1 0.24 1,144,123 1.57 236 236 10.332
== ====== ============ ==== === === ======
TOTAL/WTD. AVG. 97 100.00% $480,085,034 1.33X 109 315 8.738%
<CAPTION>
WEIGHTED
AVERAGE
CURRENT
PROPERTY STATE LTV
- -------------------- --------
<S> <C>
Texas 72%
Florida 71
Oklahoma 74
Georgia 74
California 50
Virginia 73
New York 63
Minnesota 73
District of Columbia 52
Massachusetts 68
Washington 60
Michigan 79
Delaware 61
Colorado 71
Louisiana 70
Connecticut 63
Utah 69
New Hampshire 61
Maine 70
Missouri 79
Kansas 74
New Jersey 69
Arkansas 66
Wisconsin 75
Arizona 66
Nebraska 62
Tennessee 72
South Carolina 69
Oregon 63
==
TOTAL/WTD. AVG. 69%
</TABLE>
S-44
<PAGE> 50
RANGE OF ORIGINATION YEARS
<TABLE>
<CAPTION>
PERCENTAGE OF WEIGHTED WEIGHTED WEIGHTED WEIGHTED
AGGREGATE AVERAGE AVERAGE AVERAGE REMAINING AVERAGE WEIGHTED
NUMBER OF CUT-OFF DATE CUT-OFF DATE DEBT SERVICE REMAINING AMORTIZATION MORTGAGE AVERAGE
MORTGAGE PRINCIPAL PRINCIPAL COVERAGE TERM TERM INTEREST CURRENT
ORIGINATION YEAR LOANS BALANCE BALANCE RATIO (MONTHS) (MONTHS) RATE LTV
- ----------------- --------- ------------- ------------ ------------ --------- ----------------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1997 47 42.60% $204,519,808 1.38x 125 324 8.813% 70%
1996 48 52.33 251,242,950 1.32 100 324 8.691 70
1995 1 1.43 6,854,721 1.20 39 279 8.830 72
1974 1 3.64 17,467,554 0.99 83 83 8.500 36
== ====== ============ ==== === === ===== ==
TOTAL/WTD. AVG. 97 100.00% $480,085,034 1.33X 109 315 8.738% 69%
</TABLE>
RANGE OF REMAINING TERMS TO MATURITY
<TABLE>
<CAPTION>
PERCENTAGE OF WEIGHTED WEIGHTED WEIGHTED WEIGHTED
AGGREGATE AVERAGE AVERAGE AVERAGE REMAINING AVERAGE WEIGHTED
CUT-OFF DATE NUMBER OF CUT-OFF DATE CUT-OFF DATE DEBT SERVICE REMAINING AMORTIZATION MORTGAGE AVERAGE
REMAINING TERM MORTGAGE PRINCIPAL PRINCIPAL COVERAGE TERM TERM INTEREST CURRENT
(MONTHS) LOANS BALANCE BALANCE RATIO (MONTHS) (MONTHS) RATE LTV
- ----------------- --------- ------------- ------------ ------------ --------- ----------------- -------- --------
<C> <C> <C> <C> <C> <C> <C> <C> <C>
31-60 3 4.49% $ 21,557,888 1.29x 49 323 8.683% 74%
61-90 11 18.84 90,430,370 1.20 77 296 8.571 64
91-120 80 73.63 353,498,881 1.35 115 322 8.773 70
211-240 3 3.04 14,597,894 1.79 237 240 9.024 62
== ====== ============ ==== === === ===== ==
TOTAL/WTD. AVG. 97 100.00% $480,085,034 1.33X 109 315 8.738% 69%
</TABLE>
RANGE OF SEASONING
<TABLE>
<CAPTION>
PERCENTAGE OF WEIGHTED WEIGHTED WEIGHTED
AGGREGATE AVERAGE WEIGHTED AVERAGE REMAINING AVERAGE WEIGHTED
CUT-OFF DATE NUMBER OF CUT-OFF DATE CUT-OFF DATE DEBT SERVICE AVERAGE AMORTIZATION MORTGAGE AVERAGE
SEASONING MORTGAGE PRINCIPAL PRINCIPAL COVERAGE SEASONING TERM INTEREST CURRENT
(MONTHS) LOANS BALANCE BALANCE RATIO (MONTHS) (MONTHS) RATE LTV
- ----------------- --------- ------------- ------------ ------------ --------- ----------------- -------- --------
<C> <C> <C> <C> <C> <C> <C> <C> <C>
Newly Originated 3 3.41% $ 16,385,000 1.34x 0 353 8.587% 74%
1-10 88 86.77 416,551,593 1.36 5 322 8.766 70
11-20 4 4.75 22,826,165 1.10 13 343 8.492 74
21-30 1 1.43 6,854,721 1.20 21 279 8.830 72
241-277 1 3.64 17,467,554 0.99 277 83 8.500 36
== ====== ============ ==== === === ===== ==
TOTAL/WTD. AVG. 97 100.00% $480,085,034 1.33X 15 315 8.738% 69%
</TABLE>
S-45
<PAGE> 51
RANGE OF ORIGINAL AMORTIZATION TERM
<TABLE>
<CAPTION>
PERCENTAGE OF WEIGHTED WEIGHTED WEIGHTED WEIGHTED
CUT-OFF DATE AGGREGATE AVERAGE AVERAGE AVERAGE REMAINING AVERAGE WEIGHTED
ORIGINAL NUMBER OF CUT-OFF DATE CUT-OFF DATE DEBT SERVICE REMAINING AMORTIZATION MORTGAGE AVERAGE
AMORTIZATION TERM MORTGAGE PRINCIPAL PRINCIPAL COVERAGE TERM TERM INTEREST CURRENT
(MONTHS) LOANS BALANCE BALANCE RATIO (MONTHS) (MONTHS) RATE LTV
- ----------------- --------- ------------- ------------ ------------ --------- ----------------- -------- --------
<C> <C> <C> <C> <C> <C> <C> <C> <C>
211-240 5 4.08% $ 19,581,997 1.76x 186 233 8.943% 57%
241-270 2 1.54 7,372,370 1.53 165 253 8.847 67
271-300 48 33.47 160,699,253 1.40 109 293 8.977 66
301-330 6 4.37 20,998,064 1.30 116 320 8.630 68
331-360 36 56.54 271,433,350 1.25 101 335 8.588 71
== ====== ============ ==== === === ===== ==
TOTAL/WTD. AVG. 97 100.00% $480,085,034 1.33X 109 315 8.738% 69%
</TABLE>
RANGE OF REMAINING AMORTIZATION TERMS
<TABLE>
<CAPTION>
CUT-OFF DATE PERCENTAGE OF WEIGHTED WEIGHTED WEIGHTED WEIGHTED
REMAINING AGGREGATE AVERAGE AVERAGE AVERAGE REMAINING AVERAGE WEIGHTED
AMORTIZATION NUMBER OF CUT-OFF DATE CUT-OFF DATE DEBT SERVICE REMAINING AMORTIZATION MORTGAGE AVERAGE
TERM MORTGAGE PRINCIPAL PRINCIPAL COVERAGE TERM TERM INTEREST CURRENT
(MONTHS) LOANS BALANCE BALANCE RATIO (MONTHS) (MONTHS) RATE LTV
- ------------- --------- ------------- ------------ ------------ --------- ----------------- -------- --------
<C> <C> <C> <C> <C> <C> <C> <C> <C>
61- 90 1 3.64% $ 17,467,554 0.99x 83 83 8.500% 36%
181-210 1 0.47 2,241,106 1.39 110 207 9.125 61
211-240 4 3.61 17,340,891 1.81 196 236 8.919 57
241-270 4 3.07 14,730,696 1.56 140 260 8.652 66
271-300 46 31.94 153,340,926 1.39 109 294 9.002 66
301-330 6 4.37 20,998,064 1.30 116 320 8.630 68
331-360 35 52.90 253,965,796 1.27 102 352 8.594 74
== ====== ============ ==== === === ===== ==
TOTAL/WTD.
AVG. 97 100.00% $480,085,034 1.33X 109 315 8.738% 69%
</TABLE>
S-46
<PAGE> 52
RANGE OF CUT-OFF DATE LOAN-TO-VALUE RATIOS
<TABLE>
<CAPTION>
PERCENTAGE OF WEIGHTED WEIGHTED WEIGHTED WEIGHTED
AGGREGATE AVERAGE AVERAGE AVERAGE REMAINING AVERAGE
CUT-OFF DATE NUMBER OF CUT-OFF DATE CUT-OFF DATE DEBT SERVICE REMAINING AMORTIZATION MORTGAGE
LOAN-TO-VALUE MORTGAGE PRINCIPAL PRINCIPAL COVERAGE MIN MAX TERM TERM INTEREST
RATIO LOANS BALANCE BALANCE RATIO DSCR DSCR (MONTHS) (MONTHS) RATE
- ------------- --------- ------------- ------------ ------------ ---- ---- --------- ----------------- --------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31-50% 5 6.11% $ 29,310,576 1.23x 0.99x 2.02x 96 170 8.640%
51-60 6 4.46 21,394,315 1.58 1.21 1.83 105 296 9.150
61-65 20 16.25 78,026,064 1.47 1.21 1.92 127 298 8.763
66-70 20 17.19 82,518,340 1.36 1.22 1.76 115 313 8.914
71-75 30 34.90 167,537,916 1.28 1.00 1.80 100 330 8.745
76-80 13 17.29 83,003,691 1.26 1.14 1.35 108 348 8.554
81-85 3 3.81 18,294,131 1.27 1.24 1.30 117 357 8.290
== ====== ============ ==== ==== ==== === === =====
TOTAL/WTD.
AVG. 97 100.00% $480,085,034 1.33X 0.99X 2.02X 109 315 8.738%
<CAPTION>
WEIGHTED
CUT-OFF DATE AVERAGE
LOAN-TO-VALUE CURRENT
RATIO LTV
- ------------- --------
<C> <C>
31-50% 40%
51-60 54
61-65 62
66-70 68
71-75 73
76-80 78
81-85 81
==
TOTAL/WTD.
AVG. 69%
</TABLE>
RANGE OF BALLOON LOAN-TO-VALUE RATIOS
<TABLE>
<CAPTION>
PERCENTAGE OF WEIGHTED WEIGHTED WEIGHTED
AGGREGATE AVERAGE AVERAGE AVERAGE REMAINING
BALLOON NUMBER OF CUT-OFF DATE CUT-OFF DATE DEBT SERVICE REMAINING AMORTIZATION
LOAN-TO-VALUE MORTGAGE PRINCIPAL PRINCIPAL COVERAGE MIN MAX TERM TERM
RATIO LOANS BALANCE BALANCE RATIO DSCR DSCR (MONTHS) (MONTHS)
- ------------------ --------- ------------- ------------ ------------ ---- ---- --------- -----------------
<C> <C> <C> <C> <C> <C> <C> <C> <C>
Fully-Amortizing 3 6.05% $ 29,063,374 1.35x 0.99x 1.92x 144 144
8-50% 14 9.96 47,811,810 1.55 1.18 2.02 119 280
51-60 35 22.16 106,393,991 1.38 1.21 1.76 115 299
61-65 19 25.68 123,278,814 1.34 1.16 1.80 108 331
66-70 19 25.11 120,545,021 1.22 1.00 1.44 95 347
71-75 6 8.55 41,068,842 1.24 1.14 1.30 117 357
76-80 1 2.48 11,923,181 1.30 1.30 1.30 55 355
== ====== ============ ==== ==== ==== === ===
TOTAL/WTD. AVG. 97 100.00% $480,085,034 1.33X 0.99X 2.02X 109 315
<CAPTION>
WEIGHTED
AVERAGE WEIGHTED
BALLOON MORTGAGE AVERAGE
LOAN-TO-VALUE INTEREST CURRENT
RATIO RATE LTV
- ------------------ -------- --------
<C> <C> <C>
Fully-Amortizing 8.705% 46%
8-50 8.976 55
51-60 8.879 66
61-65 8.754 71
66-70 8.597 75
71-75 8.559 80
76-80 8.490 80
===== ==
TOTAL/WTD. AVG. 8.738% 69%
</TABLE>
S-47
<PAGE> 53
RANGE OF YEAR BUILT
<TABLE>
<CAPTION>
PERCENTAGE OF WEIGHTED WEIGHTED WEIGHTED WEIGHTED
AGGREGATE AVERAGE AVERAGE AVERAGE REMAINING AVERAGE WEIGHTED
CUT-OFF DATE CUT-OFF DATE DEBT SERVICE REMAINING AMORTIZATION MORTGAGE AVERAGE
NUMBER OF PRINCIPAL PRINCIPAL COVERAGE TERM TERM INTEREST CURRENT
YEAR BUILT PROPERTIES BALANCE BALANCE RATIO (MONTHS) (MONTHS) RATE LTV
- ------------- ---------- ------------- ------------ ------------ --------- ----------------- -------- --------
<C> <C> <C> <C> <C> <C> <C> <C> <C>
Prior to 1930 5 4.62% $ 22,184,476 1.44x 116 288 8.988% 63%
1931-1960 3 1.77 8,516,752 1.30 107 298 9.091 71
1961-1965 8 10.41 49,962,492 1.36 123 321 8.778 72
1966-1970 13 15.52 74,525,335 1.31 119 266 8.620 63
1971-1975 20 15.99 76,774,422 1.25 95 319 8.614 71
1976-1980 15 13.39 64,266,383 1.33 113 322 8.795 71
1981-1985 19 9.87 47,379,218 1.40 112 317 8.807 70
1986-1990 21 22.88 109,837,841 1.35 98 334 8.672 69
1991-1995 2 4.00 19,195,039 1.30 119 356 8.968 68
After 1995 2 1.55 7,443,077 1.33 119 347 9.249 74
=== ====== ============ ==== ======= === ===== ==
TOTAL 108 100.00% 480,085,034 1.33X 109 315 8.738% 69%
</TABLE>
RANGE OF REMAINING LOCK-OUT PERIOD IN MONTHS
<TABLE>
<CAPTION>
PERCENTAGE OF WEIGHTED WEIGHTED WEIGHTED WEIGHTED
AGGREGATE AVERAGE AVERAGE AVERAGE REMAINING AVERAGE WEIGHTED
CUT-OFF DATE NUMBER OF CUT-OFF DATE CUT-OFF DATE DEBT SERVICE REMAINING AMORTIZATION MORTGAGE AVERAGE
REMAINING LOCKOUT MORTGAGE PRINCIPAL PRINCIPAL COVERAGE TERM TERM INTEREST CURRENT
(MONTHS) LOANS BALANCE BALANCE RATIO (MONTHS) (MONTHS) RATE LTV
- ----------------- --------- ------------- ------------ ------------ --------- ----------------- -------- --------
<C> <C> <C> <C> <C> <C> <C> <C> <C>
No Lockout 18 25.31% 121,505,605 1.20x 90 301 8.525% 67%
3-30 11 9.59 46,017,609 1.30 71 322 8.811 70
31-60 66 64.24 308,415,622 1.39 120 320 8.802 69
61-90 2 0.86 4,146,198 1.46 237 248 9.411 67
== ====== ============ ==== === === ===== ==
TOTAL 97 100.00% 480,085,034 1.33X 109 315 8.738% 69%
</TABLE>
S-48
<PAGE> 54
With certain limited exceptions relating to casualty and condemnation
proceeds, or other prepayments beyond the borrower's control, all of the
Mortgage Loans prohibit the prepayment thereof until a date specified in the
related Mortgage Note (such period, the "Lock-out Period" and the date of
expiration thereof, the "Lock-out Date") and/or provide that upon any voluntary
principal prepayment of a Mortgage Loan, the related Mortgagor will be required
to pay a prepayment premium (a "Prepayment Premium") or yield maintenance charge
(a "Yield Maintenance Charge"). The following table sets forth the percentage of
the declining aggregate balance of all the Mortgage Loans that on June 1 of each
of the years indicated will be within their related Lock-out Period and/or in
which a principal prepayment must be accompanied by a Prepayment Premium or
Yield Maintenance Charge.
S-49
<PAGE> 55
PREPAYMENT LOCK-OUT/PREPAYMENT PREMIUM/YIELD MAINTENANCE CHARGE ANALYSIS
PERCENTAGE OF MORTGAGE LOANS BY OUTSTANDING PRINCIPAL BALANCE
AS OF JUNE IN THE YEAR INDICATED ASSUMING NO PREPAYMENTS
<TABLE>
<CAPTION>
1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
PROJECTED PRINCIPAL BALANCE
% BY DOLLARS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Penalty Provisions
0.00-0.99%........... -- -- -- -- -- 7.66 -- -- -- -- -- --
1.00-1.99%........... -- -- -- -- 8.29 0.99 1.00 -- 3.76 3.20 -- 70.32
2.00-2.99%........... -- -- -- 8.10 -- 5.12 -- 3.75 8.45 -- 70.54 --
3.00-3.99%........... -- -- 0.94 -- -- -- 3.09 8.46 -- 2.54 -- --
4.00-4.99%........... -- -- -- -- -- -- -- -- 2.51 -- -- --
5.00-5.99%........... -- -- -- -- -- -- -- 2.57 -- -- -- --
6.00-6.99%........... -- -- -- -- -- -- 2.17 -- -- -- -- --
7.00-7.99%........... -- -- -- -- -- 2.19 -- -- -- -- -- --
Lock Out.............. 74.69 73.52 65.58 65.86 5.79 0.89 0.88 -- -- -- -- --
No Penalty............ 3.64 3.28 2.88 3.85 2.54 1.40 15.86 -- -- 30.71 -- --
Yield Maintenance
Charge............... 21.67 23.20 30.60 22.19 83.38 81.75 77.00 85.21 85.27 63.55 29.46 29.68
Total.......... 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
Aggregate Balance..... 480.09 473.56 466.44 458.69 443.80 420.75 411.02 332.92 325.89 306.21 10.37 9.70
<CAPTION>
2009 2010 2011 2012 2013 2014 2015 2016
------ ------ ------ ------ ------ ------ ------ ------
PROJECTED PRINCIPAL BALANCE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Penalty Provisions
0.00-0.99%........... -- -- -- -- -- -- -- --
1.00-1.99%........... 70.05 69.72 69.28 68.67 67.79 66.33 63.44 54.76
2.00-2.99%........... -- -- -- -- -- -- -- --
3.00-3.99%........... -- -- -- -- -- -- -- --
4.00-4.99%........... -- -- -- -- -- -- -- --
5.00-5.99%........... -- -- -- -- -- -- -- --
6.00-6.99%........... -- -- -- -- -- -- -- --
7.00-7.99%........... -- -- -- -- -- -- -- --
Lock Out.............. -- -- -- -- -- -- -- --
No Penalty............ -- -- -- -- -- -- -- --
Yield Maintenance
Charge............... 29.95 30.28 30.72 31.33 32.21 33.67 36.56 45.24
Total.......... 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
Aggregate Balance..... 8.96 8.16 7.28 6.32 5.27 4.12 2.86 1.48
</TABLE>
Weighted Average remaining lockout: 31 months
S-50
<PAGE> 56
SOUTHTRUST LOANS -- RETAINED INTEREST
<TABLE>
<CAPTION>
CUT-OFF
DATE MORTGAGE
PRINCIPAL MATURITY INTEREST COMPUTATION RETAINED
PROPERTY NAME CITY STATE BALANCE DATE RATE METHOD INTEREST
------------- ------------- ----- ------------ ---------- -------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Hideaway Bay Club Apartments Kissimmee FL $ 12,534,149 08/01/2003 8.530% 365/360 0.6400%
Lake Tivoli Apartments Kissimmee FL 11,733,138 09/01/2003 8.450 30/360 0.4415
The Park South Apartments Orlando FL 11,688,491 08/01/2003 8.530 365/360 0.6400
The Chatham Landing Orlando FL 9,350,793 08/01/2003 8.530 365/360 0.6400
Apartments
Wynbridge Apartments Norcross GA 9,141,951 07/01/2006 9.050 30/360 1.0415
Westwood Apartments Atlanta GA 8,417,420 04/01/2006 8.050 30/360 0.0415
Wynfield Station Apartments Atlanta GA 7,607,089 09/01/2003 8.500 30/360 0.4915
Springfield West Apartments Richmond VA 5,052,719 12/01/2006 8.370 365/365 0.4778
Squire Hill II Apartments Charlottesville VA 4,527,507 12/01/2006 8.150 365/360 0.2547
Avondale Crossing Apartments Atlanta GA 4,431,341 11/01/2006 8.660 30/360 0.6515
Country Oaks Apartments Oklahoma City OK 3,906,085 10/01/2006 8.650 30/360 0.6415
Northgate Club Apartments Naples FL 3,693,451 05/01/2006 8.350 30/360 0.3415
Tempo 2000 Apartments Atlanta GA 3,284,513 10/01/2003 8.780 30/360 0.7715
Hidden Village Apartments Atlanta GA 2,773,493 12/01/2006 8.730 30/360 0.7215
Terrace Hills Apartments Nashville TN 1,573,344 03/01/2006 7.950 30/360 0.0000
Towncreek Apartments Smyrna GA 1,491,747 08/01/2006 9.130 30/360 1.1215
------------ ----- ------
Total/Wtd. Avg. $101,207,231 8.518% 0.5602%
AMRESCO LOANS -- RETAINED INTEREST
</TABLE>
<TABLE>
<CAPTION>
CUT-OFF
DATE MORTGAGE
PRINCIPAL MATURITY INTEREST COMPUTATION RETAINED
PROPERTY NAME CITY STATE BALANCE DATE RATE METHOD INTEREST
------------- ------------- ----- ------------ ---------- -------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Ordway Building Oakland CA 17,467,554 05/01/2004 8.50% 30/360 1.245%
</TABLE>
S-51
<PAGE> 57
LARGEST LOANS, SIGNIFICANT RELATED BORROWERS AND OTHER ISSUES
The Hideaway Bay Club, Park South, and Chatham Landing Loans. Three
Mortgage Loans, totaling $12,534,149, $11,688,491, and $9,350,793, representing
6.99% of the Mortgage Pool, are secured by the Hideaway Bay Club Apartments,
Park South Apartments and the Chatham Landing Apartments, respectively. The
Hideaway Bay Club contains 384 units and is located in Kissimmee, Florida; Park
South contains 400 units and is located in Orlando, Florida; and Chatham Landing
contains 264 units and is located in Orange County in the metropolitan Orlando,
Florida area. For The Hideaway Bay Club loan, the current loan-to-value ratio is
74%, the underwritten debt service coverage ratio is 1.26x, and the current debt
per unit is $32,641. The Hideaway Bay Club property was 97% leased as of
December 1, 1996. For the Park South loan, the current loan-to-value ratio is
64%, the underwritten debt service coverage ratio is 1.37x, and the current debt
per unit is $29,221. The Park South property was 92% leased as of November 22,
1996. For the Chatham Landing loan, the current loan-to-value ratio is 72%, the
underwritten debt service coverage ratio is 1.27x, and the current debt per unit
is $35,420. The Chatham Landing property was 100% leased as of November 30,
1996. Each of Ronald Medoff and Mayer Hoffer own equal shares in the parent
companies of the wholly-owned subsidiaries that constitute each borrowing
entity. Ronald Medoff is the key principal for each loan. The subject Mortgage
Loans are not cross-collateralized or cross-defaulted. For the Hideaway Bay Club
loan, the total estimated cost for anticipated repairs and replacements over the
life of the loan is $237 per unit annually as disclosed in the Originator's
physical assessment report, or approximately $909,000. For loan purchase
underwriting purposes, a cost of $250 per unit annually was assumed. The loan
documents do not require the borrower to fund or maintain a replacement reserve.
For the Park South loan, the total estimated cost for anticipated repairs and
replacements over the life of the loan is $177 per unit annually as disclosed in
the Originator's physical assessment report, or approximately $850,140. For loan
purchase underwriting purposes, a cost of $215 per unit annually was assumed.
The loan has a 7-year term. The property is currently well-maintained with no
immediate needs, and the annual capital needs are expected to be accommodated
within the annual maintenance budget. The loan documents do not require the
borrower to fund or maintain a replacement reserve. For the Chatham Landing
loan, the total estimated cost for anticipated repairs and replacements over the
life of the loan is $181 per unit annually as disclosed in the Originator's
physical assessment report, or approximately $564,140. For loan purchase
underwriting purposes, a cost of $300 per unit annually was assumed. The loan
has a 7-year term. The property is currently well-maintained with no immediate
needs, and the annual capital needs are expected to be accommodated within the
annual maintenance budget. The subject property has a large ratio of student
tenants. The loan documents do not require the borrower to fund or maintain a
replacement reserve.
The Piercey Loans. Four Mortgage Loans to J P Realty Corporation, totaling
$8,446,102, $6,957,532, $6,544,203, and $3,303,826, representing 5.26% of the
Mortgage Pool, are secured by Bristol Park Apartments, Foxfire Apartments,
Chaparral Creek Apartments, and Tower Crossing Apartments, respectively, all
located in Tulsa, Oklahoma. These properties have 512 units, 440 units, 384
units and 216 units, respectively. For the Bristol Park loan, the current
loan-to-value ratio is 80%, the underwritten debt service coverage ratio is
1.26x, and the current debt per unit is $16,496. The Bristol Park property was
97% leased as of January 22, 1997. For the Foxfire loan, the current
loan-to-value ratio is 76%, the underwritten debt service coverage ratio is
1.16x, and the current debt per unit is $15,818. The Foxfire property was 94%
leased as of January 22, 1997. For the Chaparral Creek loan, the current
loan-to-value ratio is 81%, the underwritten debt service coverage ratio is
1.30x, and the current debt per unit is $17,042. The Chaparral Creek property
was 91% leased as of January 22, 1997. For the Tower Crossing loan, the current
loan-to-value ratio is 81%, the underwritten debt service coverage ratio is
1.24x, and the current debt per unit is $15,295. The Tower Crossing property was
98% leased as of February 14, 1997. On an aggregate basis for all properties,
the current loan-to-value ratio is 79.3%, the underwritten debt service coverage
ratio is 1.24x, and the current debt per unit is $16,302. The common borrowing
entity is a special-purpose, bankruptcy-remote entity ("SPE"). The loans are
cross-collateralized and cross-de-
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<PAGE> 58
faulted. Certain parties having an ownership interest in J P Realty Corp. have
incurred indebtedness secured, among other things, by their stock in that
entity. The amount of such mezzanine debt is $10,000,000. The mezzanine debt is
not secured by any of the mortgaged properties, or any other property or assets
of J P Realty Corp. The mezzanine lender has entered into an Intercreditor
Agreement with the lender, agreeing, among other things, to subordinate the
mezzanine loan and to standstill or forestall any enforcement rights against J P
Realty Corp. if the mezzanine lender were ever deemed a creditor of that entity.
Environmental assessments at the Foxfire, Chaparral Creek and Tower Crossing
detected asbestos-containing materials in ceiling material and floor tiles, and
determined that such materials were in good condition. In each instance an
Operations and Maintenance Plan ("O & M Plan") is required. A casualty affecting
16 units at the Bristol Park project (which contains 512 units overall) occurred
May 23, 1997. Approximately one-half of the affected tenants have been relocated
within the project. The insurance company has been notified of a claim, and
construction bids have been obtained and are under review by the insurance
company. Restoration is expected to be completed within 60 days after permits
are issued. In the event of a casualty loss exceeding 50% for any structure,
rebuilding to the full extent of the existing improvements may require the
provision of additional parking spaces or the determination by zoning
authorities that such parking cannot reasonably be provided. Adequate land area
exists to accommodate the additional parking spaces that may be required. Each
property has "ordinance or law" coverage mitigating rebuildability risks.
The Wynbridge, Westwood and Wynfield Station Loans. Three Mortgage Loans,
totaling $9,141,951, $8,417,420 and $7,607,089, representing 5.24% of the
Mortgage Pool, are secured by the Wynbridge Apartments, Westwood Apartments and
Wynfield Station Apartments, respectively. Wynbridge has 272 units and is
located in Gwinnett County, Georgia; Westwood has 288 units and is located in
Gwinnett County, Georgia; and Wynfield Station has 340 units and is located in
DeKalb County, Georgia. DeKalb and Gwinnett Counties are located in the
metropolitan Atlanta, Georgia area. For the Wynbridge loan, the current
loan-to-value ratio is 74%, the underwritten debt service coverage ratio is
1.10x, and the current debt per unit is $33,610. The Wynbridge property was 97%
leased as of June 3, 1996. For the Westwood loan, the current loan-to-value
ratio is 74%, the underwritten debt service coverage ratio is 1.00x, and the
current debt per unit is $29,227. The Westwood property was 97% leased as of
December 31, 1997. For the Wynfield Station loan, the current loan-to-value
ratio is 73%, the underwritten debt service coverage ratio is 1.32x, and the
current debt per unit is $22,374. The Wynfield Station property was 93% leased
as of May 30, 1996. A majority interest in each borrowing entity is owned by
David Berkman. A significant minority interest in each borrowing entity is owned
or controlled by Dewey C. White. Both Mr. Berkman and Mr. White are key
principals for each loan. The loans are not cross-collateralized or
cross-defaulted. For the Wynbridge loan, as disclosed in the Originator's
physical assessment report, the cost of various deferred maintenance items was
estimated to be $68,190, and the total estimated cost for anticipated repairs
and replacements over the life of the loan is $214 per unit annually, or
$696,240. For loan purchase underwriting purposes, a cost of $215 per unit
annually was assumed. The loan documents do not require a capital improvement
escrow for deferred maintenance items, but do require an annual replacement
reserve in the amount of $200 per unit annually. Various recreational amenities
and a portion of the clubhouse and one apartment building lie within the
100-year flood plain. The borrower has obtained flood insurance. For the
Westwood loan, as disclosed in the Originator's physical assessment report, the
total estimated cost for anticipated repairs and replacements over the life of
the loan is $329 per unit annually, or $950,000. For loan purchase underwriting
purposes, the same amount was assumed. The loan documents require an annual
replacement reserve in the amount of $200 per unit annually, with the right to
increase the reserve to $265 per unit annually if deferred maintenance is
encountered over the life of the loan. For the Wynfield Station loan, as
disclosed in the Originator's physical assessment report, the cost of various
deferred maintenance items was estimated to be $35,780, and the total estimated
cost for anticipated repairs and replacements over the life of the loan is $164
per unit annually, or $503,100. For underwriting purposes, a cost of $210 per
unit annually was assumed. The loan documents do
S-53
<PAGE> 59
not require a capital improvement escrow for deferred maintenance items, but do
require an annual replacement reserve in the amount of $190 per unit annually.
Each of the properties contain asbestos-containing materials. In each instance
an O & M Plan is required.
The Princess Anne Plaza Loan. One Mortgage Loan in the amount of
$22,419,415, representing 4.67% of the Mortgage Pool, is secured by the Princess
Anne Plaza shopping center in Virginia Beach, Virginia. The borrowing entity is
a limited-purpose, bankruptcy-remote corporation. The current loan-to-value
ratio is 74%, the underwritten debt service coverage ratio is 1.33x, and the
current debt per net square foot is $76.00. The property is currently 100%
leased. Major tenants include Harris Teeter (66,440 sf), Home Quarters (110,000
sf), PetSmart (26,148 sf), Linens-'N-Things (37,500 sf), and Pier 1 (9,013 sf).
Although the property was originally developed in the early 1960's,
approximately 97% of the structures (by net rentable square footage) have been
rebuilt or renovated in the last two years. An environmental assessment detected
releases of petroleum products at the sites of a current and a former gas
station on the property, but remediation at one site is proceeding under a plan
approved by the Virginia Department of Environmental Quality and the work at the
other site has been completed. A portion of the property (13% of total site
acreage) is subject to a ground lease. The major tenant leases either contain no
covenants to operate at the property or contain only limited covenants, and the
Linens-'N-Things lease contains co-tenancy provisions that provide for a
termination remedy if the shopping center is not at least 65% leased for a
period of six months. The loan terms waive requirements for tax and insurance
escrows to the extent taxes and premiums are paid directly by tenants under
their leases. The Mortgage Loan terms require reamortization of the loan based
on its original amortization if an insured casualty or condemnation results in
application of $1 million or more in proceeds to the debt, the loan is not in
default, and loan-to-value and debt service coverage ratios are at the original
underwriting levels.
The Union Plaza Loan. One Mortgage Loan in the amount of $18,219,524,
representing 3.80% of the Mortgage Loans, is secured by Union Plaza Shopping
Center ("Union Plaza") in Tulsa, Oklahoma. The current loan-to-value ratio is
67%, the underwritten debt service coverage ratio is 1.30x, and the current debt
per net square foot is $55.30. The property was 95% leased as of December 12,
1996. Union Plaza is a 329,763 square foot "power" center that is leased to six
tenants, including Builders Square (109,800 square feet), Half Price Store
(75,400 square feet), HomePlace (53,875 square feet) and Ultimate Electronics
(50,480 square feet). The next largest tenant, Discovery Zone (14,200 square
feet), filed Chapter 11 bankruptcy in March 1995. Discovery Zone has entered
into an agreement with the borrower to reduce rent by $25,000 for one year,
after which period rent will increase to the rate specified in the lease.
Discovery Zone has the right to terminate its lease in year 5 upon payment of a
$125,000 lease termination fee. If paid, the fee be will escrowed to pay for
costs associated with re-letting that space. An order authorizing Discovery Zone
to assume its lease, as amended, has been entered by the bankruptcy court. The
loan documents contain SPE covenants that affect both the borrower and its
managing member.
The Ordway Building Loan. One Mortgage Loan in the amount of $17,467,554,
representing 3.64% of the Mortgage Loans, is secured by the Ordway Building in
Oakland, California, and was purchased from General Electric Pension Trust. The
Loan was originated in 1974 for $47,000,000 and had over 22 years of performance
history prior to its purchase by ACC. The current loan-to-value ratio is 36%,
the underwritten debt service coverage ratio is 0.99x, and the current debt per
net square foot is $35.15. The property was 95% leased as of February 3, 1997.
The borrowing entity is not an SPE. The Ordway Building is a 28 story office
building containing 505,884 net rentable square feet. The loan has seven years
remaining on its 30-year term, and contains no prepayment protections. The total
estimated cost of immediately required repairs is $123,500, and the estimated
cost of anticipated replacements is $75,857 annually over the remaining life of
the loan. These factors were considered in the loan purchase underwriting. The
underlying loan documents, however, do not require any repair or replacement
escrows. A recent seismic study of the property estimated probable maximum loss
in the event of an earthquake registering 7.5 on the Richter scale
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<PAGE> 60
at 34.3% of the building's replacement cost. This is partially mitigated by the
fact that the loan-to-value ratio is approximately 37%, and the lender is loss
payee under a blanket property insurance policy with an earthquake endorsement
that has coverage limits of $60 million. The blanket insurance policy covers
several other California properties, and there are no assigned coverage limits
for the mortgaged property. While the borrower currently maintains earthquake
insurance, the loan documents do not obligate the borrower to maintain such
earthquake insurance in place. By virtue of a parking lease with an adjacent
property owner, 500 parking spaces are available to tenants of the Mortgaged
Property at market rates. The parking lease expires in the year 2068, and is
transferable.
Due to the sizeable principal reduction to date, the current loan constant
is approximately 18.0%, and more than one-half of each monthly payment being
applied to repayment of principal. The underwritten Net Cash Flow for the
property (subject to standard adjustments including, among other things, marking
leases to market, underwriting a higher management fee and vacancy than actual,
and deducting assumed tenant improvement and leasing commissions) provides a
DSCR of 0.99x based on current debt service, and 1.87x at an assumed 10%
Constant. Actual DSCR based on the unadjusted 1996 NOI was 1.65x.
An environmental assessment of the property detected asbestos-containing
materials, primarily in certain structural elements of the building. An O & M
Plan is currently in place. Abatement has taken place in approximately 40% of
the building, and the remaining asbestos-containing material is being removed on
an on-going basis as tenants vacate and the space is rolled over. According to
air sample reports dating from 1992 to 1995, the testing firm has detected no
asbestos fibers in the building's air samples. Potential abatement costs were
factored into the appraisal.
The Compton Court and The Columns Loans. Two Mortgage Loans, totaling
$8,574,753 and $8,255,135, representing 3.50% of the Mortgage Pool, are secured
by Compton Court Apartments and The Columns Apartments, respectively, located in
Pasadena, Texas. For the Compton Court loan, the current loan-to-value ratio is
79%, the underwritten debt service coverage ratio is 1.14x, and the current debt
per unit is $14,956. The Compton property was 87% leased as of March 9, 1997.
For The Columns loan, the current loan-to-value ratio is 79%, the underwritten
debt service coverage ratio is 1.28x, and the current debt per unit is $16,080.
The Columns property was 94% leased as of March 5, 1997. Each borrowing entity
is a limited partnership formed as an SPE and has a common general partner. The
loans are cross-collateralized and cross-defaulted. Following complete casualty
or closure of either property, the improvements may not be rebuilt; however,
ordinance or law coverage was obtained. Both properties contain
asbestos-containing materials. In each instance an O & M Plan is required.
The River Oaks Loan. One Mortgage Loan in the amount of $14,925,461,
representing 3.11% of the Mortgage Loans, is secured by River Oaks Plaza located
in Houston, Texas. River Oaks Plaza is a 167,652 square foot retail center. The
current loan-to-value ratio is 71%, the underwritten debt service coverage ratio
is 1.48x, and the current debt per net square foot is $89.14. The property was
95% leased as of October 11, 1996. 23 tenants lease areas ranging in size from
786 square feet (Wexler Jewelry) to 50,594 square feet (Plitt Theaters). Other
significant tenants are T.J. Maxx (35,000 square feet), Office Max (23,500
square feet) and Cafe Express (6,440 square feet). Tenant T.J. Maxx has the
one-time right to terminate its lease if certain sales targets are not satisfied
in year 5 (1999) of its lease, subject to a $300,000 termination fee which is to
be held in escrow to fund refit costs for a new tenant of the vacated T.J. Maxx
space. Tenant Famous Brand Shoes, Inc. doing business as Shoe Cents (2,720
square feet) has a one time right to terminate its lease if certain sales
targets are not satisfied during months 21-33 of the lease term. If such
termination takes place, Famous Brands must pay a lump-sum penalty of $15,000.
Upon notification of T.J. Maxx's or Famous Brand's intent to terminate their
leases, the loan documents provide a springing escrow for the penalty payments
and rent payments during the notice periods in order to fund a future debt
service escrow. Tenant United Retail Inc. doing business as Sizes Unlimited
(5,930 square feet) has a one-time right to terminate its lease if certain sales
targets are not satisfied during any 12 consecutive months during the first 60
months of the lease term. Tenant
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<PAGE> 61
Brown Group Retail, Inc. doing business as Famous Footwear (5,595 square feet)
has a one-time right to terminate its lease if certain sales targets are not
satisfied in year 3 (1997) of the lease term. Tenants Office Max, Sizes
Unlimited, and Famous Footwear have co-tenancy provisions in their leases with
respect to TJ Maxx, or a replacement anchor tenant that provide for various rent
abatement or termination remedies after a continuing vacancy. Tenant Cafe
Express has co-tenancy lease provisions tied to Plitt Theater, or a replacement
theater tenant that provide for various rent abatement or termination remedies
after a continuing vacancy. Tenant Plitt Theaters' covenant to operate is no
longer in effect. Generally, the other major tenants have only limited covenants
to operate. The borrower is not an SPE.
The Georgetown Suites Loans. Two Mortgage Loans totaling $13,354,455,
representing 2.78% of the Mortgage Loans, are secured by first lien on the
136-suite Georgetown Suites -- Main Building and the 80-suite Georgetown Suites
Hotel -- Harbor Building, each located in the Georgetown section of the District
of Columbia. For the Georgetown Suites -- Main Building loan, the current
loan-to-value ratio is 54%, the underwritten debt service coverage ratio is
1.53x, and the current debt per unit is $61,188. The Main Building portion of
the property was 79% leased as of September 1, 1996. For the Georgetown
Suites -- Harbor loan, the current loan-to-value ratio is 49%, the underwritten
debt service coverage ratio is 1.52x, and the current debt per unit is $62,910.
The Harbor portion of the property was 77% leased as of December 31, 1996. Each
borrower is an SPE. The loans are cross-defaulted and cross-collateralized. The
Main Building loan is secured by a leasehold interest pursuant to an air-rights
lease. The air rights lease expires in the year 2052. The lease payments are
revised every 10 years to 8% of fair market value, and the next scheduled
adjustment is in February 1999. The ground lease term expires in August, 2052.
The appraiser has determined that no adjustment will occur in 1999 based on
current and future estimates of fair market value. The borrower has agreed to
implement an O & M Plan for asbestos-containing materials in the Main Building
floor tiles.
The South Bay and North Tucson Loans. Two Mortgage Loans, totaling
9,404,761 and $3,824,535, representing 2.76% of the Mortgage Pool, are secured
by the South Bay Office Building and North Tucson Business Center, respectively.
The South Bay Office Building is a 12-story office complex containing 165,559
net rentable square feet. For the South Bay loan, the current loan-to-value
ratio is 62%, the underwritten debt service coverage ratio is 1.40x, and the
current debt per net square foot is $57. The North Tucson Business Center is a
campus-style office building containing 91,200 net rentable square feet. For the
North Tucson loan, the current loan-to-value ratio is 66%, the underwritten debt
service coverage ratio is 1.33x, and the current debt per net square foot is
$41. Each borrowing entity is the wholly-owned subsidiary of Pacific Gateway
Properties, Inc., which is also key principal for each loan. The president and
chief executive officer of Pacific Gateway Properties, Inc. is Raymond Marino.
The loan documents for both loans contain SPE covenants affecting the borrower.
The loans are not cross-collateralized or cross-defaulted. For the South Bay
loan, an escrow for improvements in the amount of $100,000 was required for
repairs intended to enhance the seismic stability of the building. These repairs
have now been completed. Because the seismic study's determination of probable
maximum loss, after giving effect to the proposed repairs, was in accordance
with ACC's Program Guidelines, earthquake insurance was waived. For the North
Tucson loan, the office use is legally nonconforming and the improvements are
legally nonconforming as to parking. In the event of a casualty loss, the local
zoning ordinance permits rebuilding to the full extent of the previously
existing improvements so long as building permits are issued within 12 months of
the casualty. Based on that assurance of rebuildability, ordinance or law
coverage was not required.
The Intercapital/Windswept Portfolio. One Mortgage Loan in the amount of
$11,923,181, representing 2.48% of the Mortgage Loans, is secured by five garden
apartment projects located in Houston, Texas: Unity Pointe Apartments (109
units), Ashley Square Apartments (117 units), Hidden Pines Apartments (185
units), Shenandoah Woods Apartments (232 units) and Southern Oaks Apartments
(198 units). On an aggregate basis for all properties, the current loan-to-value
ratio is 80%, the underwritten debt service coverage ratio is 1.30x, and the
current debt per unit is
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$14,195. The Unity Pointe property was 93% leased as of October 30, 1996. The
Ashley Square property was 92% leased as of November 19, 1996. The Hidden Pines
property was 95% leased as of November 19, 1996. The Shenandoah Woods property
was 88% leased as of November 19, 1996. The Southern Oaks property was 95%
leased as of November 19, 1996. The borrower is Intercapital Windswept Limited
Partnership I and is an SPE with one of its general partners being an SPE. The
borrower has requested the mortgagee's consent to a sale of all of the
properties and an assumption of the Mortgage Loan, which consent is subject to
satisfaction of the provisions of the Mortgage Loan documents and the Pooling
and Servicing Agreement. An environmental assessment of the properties detected
asbestos-containing materials. In each instance, an O & M Plan is required.
The Lake Tivoli Apartments Loan. One Mortgage Loan in the amount of
$11,733,138, representing 2.44% of the Mortgage Pool, is secured by the Lake
Tivoli Apartments, a 312-unit garden complex built in 1990 in Kissimmee,
Florida. In 1994 the borrowing entity filed a bankruptcy reorganization
petition, prompted in part by a dispute concerning ownership of the borrowing
entity, in part by expressway construction (since completed) which restricted
access to the property, and in part by significant levels of new apartment
construction in the market area. The current loan-to-value ratio is 75%, the
underwritten debt service coverage ratio is 1.01x, and the current debt per unit
is $37,606. The property was 93% leased as of December 31, 1996. The borrower's
reorganization plan was confirmed in 1995, and all claims subject to the plan of
reorganization have currently been paid except for one unsecured claim for
$10,825. The ownership dispute has been resolved by all affected parties.
The Clark's Hill Plaza Loan. One Mortgage Loan in the amount of $2,797,713,
representing 0.58% of the Mortgage Loans, is secured by Clark's Hill Plaza
Shopping Center ("Clark's Hill Plaza") located in Stamford, Connecticut. Clark's
Hill Plaza is a 28,771 square foot retail center. The current loan-to-value
ratio is 65%, the underwritten debt service coverage ratio is 1.29x, and the
current debt per net square foot is $125.95. The property was 97% leased as of
March 27, 1997. The borrower is Joseph V. DiScala as Trustee of The Joseph V.
DiScala 1997 Trust, a grantor trust (i.e., Mr. DiScala is Grantor/Trustee/Sole
Beneficiary). Mr. DiScala was the debtor in a bankruptcy case that is now
closed. The Plan of Reorganization resulted in the settlement of all litigation.
The claims of creditors represented less than 2% of total liquidated claims
being impaired. The property is currently undergoing remediation of soil
contaminated by a prior release of dry cleaning fluid, for which an escrow of
$67,853 has been established. Escrows have also been established for the
registration and possible removal of an underground fuel storage tank ($10,000),
and the repair of wastewater discharge lines from the dry cleaning operation
($2,000).
ESCROWS
86 of the Mortgage Loans, representing 83.39% of the Mortgage Loans by
aggregate principal balance, provide for monthly escrows to cover property taxes
on the Mortgaged Properties.
77 of the Mortgage Loans, representing 72.95% of the Mortgage Loans by
aggregate principal balance, provide for monthly escrows to cover insurance
premiums on the Mortgaged Properties.
80 of the Mortgage Loans, representing 75.09% of the Mortgage Loans by
aggregate principal balance, provide for monthly escrows to cover ongoing
replacements and capital repairs.
28 of the Mortgage Loans, representing 70.79% of the Mortgage Loans by
aggregate principal balance that are secured by office, retail and industrial
properties, and 29.39% of all Mortgage Loans by aggregate principal balance,
provide for upfront or monthly escrows for the full term or a portion of the
term of the related Mortgage Loan to cover anticipated re-leasing costs,
including tenant improvements and leasing commissions. Such escrows are
typically considered for office, retail and industrial properties only.
See Annex A for additional information on the monthly escrows on the
Mortgage Loans.
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UNDERWRITING GUIDELINES
ACC and Central Park Capital -- General
ACC has implemented guidelines establishing certain procedures with respect
to underwriting the Mortgage Loans originated by ACC and Central Park Capital,
as described more fully below. The Mortgage Loans originated by ACC and Central
Park Capital were generally originated in accordance with such guidelines. In
some instances, one or more provisions of the guidelines were waived or modified
where it was determined not to adversely affect the Mortgage Loans in any
material respect.
Property Analysis. The Originator performs a site inspection to evaluate
the location and quality of each Mortgaged Property. Such inspection generally
includes an evaluation of functionality, design, attractiveness, visibility, and
accessibility, as well as convenience to major thoroughfares, transportation
centers, employment sources, retail areas and educational or recreational
facilities. The Originator also assesses the submarket in which the property is
located to evaluate competitive or comparable properties as well as market
trends. In addition, the Originator evaluates the property's age, physical
condition, operating history, leases and tenant mix, and management.
Cash Flow Analysis. The Originator reviews operating statements provided by
the mortgagor and make adjustments in order to determine the Debt Service
Coverage Ratio. See "Description of the Mortgage Pool -- Certain Characteristics
of the Mortgage Loans" above.
Appraisal and Loan-to-Value Ratio. For each Mortgaged Property, the
Originator obtains a current full narrative appraisal conforming to the
requirements of FIRREA. The appraisal must be based on the highest and best use
of the Mortgaged Property and must include an estimate of the current market
value of the property in its current condition. The Originator determines the
loan-to-value ratio of the Mortgage Loan at the date of origination based on the
value set forth in the appraisal.
Evaluation of Borrower. The Originator evaluates the mortgagor and its
principals with respect to credit history and prior experience as an owner and
operator of commercial real estate properties. The evaluation generally is to
include obtaining and reviewing a credit report or other reliable indication of
the Mortgagor's financial capacity; obtaining and verifying credit references
and/or business and trade references; and obtaining and reviewing certifications
provided by the Mortgagor as to prior real estate experience and current
contingent liabilities. In addition, in general, each Mortgagor for loans above
a minimum loan amount is required to be organized as a single-purpose,
bankruptcy-remote entity, and the Originator reviews the organizational
documents of the Mortgagor to verify compliance with such requirement. Finally,
although the Mortgage Loans generally are non-recourse in nature, in the case of
certain Mortgage Loans, the Mortgagor and certain principals thereof may be
required to assume legal responsibility for liabilities relating to fraud,
misrepresentation, misappropriation of funds, breach of environmental or
hazardous waste requirements and unauthorized transfer of title to the property.
The Originator evaluates the financial capacity of the borrower and such
principals to meet any obligations that may arise with respect to such
liabilities.
Environmental Site Assessment. The Originator obtains a current or updated
ESA for each Mortgaged Property prepared by a qualified environmental firm
approved by such Originator. The Originator reviews the ESA to verify the
absence of reported violations of applicable laws and regulations relating to
environmental protection and hazardous waste. In cases in which the ESA
identifies such violations, the Originator requires the Mortgagor to carry out
satisfactory remediation activities prior to the origination of the Mortgage
Loan, or to establish an operations and maintenance plan and to place sufficient
funds in escrow at the time of origination of the Mortgage Loan to complete such
remediation within twelve months.
Physical Assessment Report. The Originator obtains a current physical
assessment report ("PAR") for each Mortgaged Property prepared by a qualified
structural engineering firm approved
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by such Originator. The Originator reviews the PAR to verify that the property
is reported to be in satisfactory physical condition, and to determine the
anticipated costs of necessary repair, replacement and major maintenance or
capital expenditure needs over the term of the Mortgage Loan. In cases in which
the PAR identifies material repairs or replacements needed immediately, the
Originator requires the Mortgagor to carry out such repairs or replacements
prior to the origination of the Mortgage Loan, or to place sufficient funds in
escrow at the time of origination of the Mortgage Loan to complete such repairs
or replacements within not more than twelve months.
Title Insurance Policy. The mortgagor is required to provide, and the
Originator or its counsel reviews, a title insurance policy for each Mortgaged
Property. The title insurance policy must meet the following requirements: (a)
the risk in connection with any one mortgage loan assumed by one title insurance
company may not be more than 40% of the sum of such company's capital, surplus
and reserves (exceptions can be made where re-insurance or co-insurance by
another title insurance company will cover excess risk), (b) the policy must be
written by a title insurer licensed to do business in the jurisdiction where the
Mortgaged Property is located, (c) the policy must be in an amount equal to the
original principal balance of the loan, (d) the protection and benefits must run
to the mortgagee and its successors and assigns, (e) the policy should be
written on the most current standard policy form of the American Land Title
Association or equivalent policy promulgated in the jurisdiction where the
Mortgaged Property is located and (f) the legal description of the Mortgaged
Property in the title policy must conform to that shown on the survey of the
Mortgaged Property, where a survey has been required.
Property Insurance. The Mortgagor is required to provide, and the
Originator reviews, certificates of required insurance with respect to the
Mortgaged Property. Such insurance generally may include: (1) commercial general
liability insurance for bodily injury or death and property damage; (2) an "All
Risk of Physical Loss" policy; (3) if applicable, boiler and machinery coverage;
(4) if the Mortgaged Property is located in a flood hazard area, flood
insurance; and (5) such other coverage as the Originator may require based on
the specific characteristics of the Mortgaged Property.
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UNDERWRITING STANDARDS BY PROPERTY TYPE(1):
<TABLE>
<S> <C>
MULTIFAMILY
Minimum Occupancy Rate............. 85%
Maximum Loan to Value Ratio........ 80%
Minimum DSCR....................... 1.20x
RETAIL
Minimum Occupancy Rate............. 85%
Maximum Loan to Value Ratio........ 75%
Minimum DSCR....................... 1.20x
OFFICE
Minimum Occupancy Rate............. 80%
Maximum Loan to Value Ratio........ 75%
Minimum DSCR....................... 1.25x
HOTEL
Maximum Annual Occupancy Rate...... 80%
Minimum Annual Occupancy Rate...... 60%
Maximum Loan to Value Ratio........ 70%
Minimum DSCR....................... 1.40x
INDUSTRIAL
Minimum Occupancy Rate............. 80%
Maximum Loan to Value Ratio........ 75%
Minimum DSCR....................... 1.25x
NURSING HOME
Minimum Amount of Time in
Operation......................... 12 mo.
Minimum Occupancy Rate............. 90%
Maximum Loan to Value Ratio........ 70%
Minimum DSCR....................... 1.40x
SELF-STORAGE
Minimum Occupancy Rate............. 75%
Maximum Loan to Value Ratio........ 70%
Minimum DSCR....................... 1.30x
</TABLE>
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(1) The underwriting guidelines described herein were generally followed but
were not satisfied in every case. See Annex A hereto for the specific
characteristics of the Mortgage Loans and Mortgaged Properties.
Underwriting of the Mortgage Loans
In underwriting each Mortgage Loan in connection with the origination or
acquisition thereof, income information provided by the related borrower was
examined by the Seller. In addition, the operating history of the Mortgaged
Property, industry data regarding the local real estate market and the
appraiser's analysis were reviewed and, if conditions warranted, net operating
income with respect to the related Mortgaged Property was adjusted for purposes
of determining whether the Mortgaged Property satisfied the debt service
coverage ratio required by the Seller's underwriting guidelines. In accordance
with the underwriting guidelines, net operating income of any Mortgaged Property
may have been adjusted by, among other things, the adjustments listed in the
definition of "Net Cash Flow" described under "-- Additional Loan Information."
In connection with the underwriting, net operating income was based upon
information provided by the borrower and neither the Depositor nor the related
Seller makes any representation as to the accuracy of such information;
provided, however, that, with respect to certain of the Mortgage Loans, the
related Mortgage Loan Seller or the borrower engaged independent accountants to
review or perform certain procedures to verify such information.
Purchased Loans
In addition to the 75 Mortgage Loans originated directly by ACC and the
four Mortgage Loans originated by Central Park Capital, 18 Mortgage Loans
originated by other lenders were purchased by ACC subsequent to the completion
of due diligence procedures. Of these, 16 are multifamily
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loans originated by SouthTrust Bank, National Association (the "SouthTrust
Loans"), one is a Class "A" office building originated by Chase Manhattan
Mortgage and Realty Trust, which loan was subsequently assigned to General
Electric Pension Trust (the "Ordway Loan), and one is an anchored retail
shopping center originated by Bank of America National Trust and Savings
Association (the "Rustic Hills Loan"). The Originators of these loans
independently underwrote these transactions at the time of their origination.
Additionally, ACC conducted its own due diligence of these loans and underwrote
them at the time of purchase in accordance with the standards described above,
except as follows:
The SouthTrust Loans:
The Originator or their representative performed a site inspection for each
of the 16 properties within 12 months prior to the purchase of the loans by ALP
in December 1996. ACC or its representatives reviewed the Originator's site
inspection reports for all 16 properties and independently visited nine of the
properties, representing approximately 71% of the aggregate principal balance of
the Mortgage Loans as of the Cut-Off Date. The Originator's inspections
generally included an evaluation of the design, physical condition,
attractiveness, visibility, as well as competitive position and convenience to
major thoroughfares and retail areas. For each Mortgaged Property, the
originator ordered full narrative appraisals conforming to the requirements of
FIRREA and dated within 16 months prior to the purchase of the loans by ALP. The
appraisals based their final market value on the current use of the properties
in their current condition. ALP based its loan-to-value ratios of the SouthTrust
Loans on the values set forth in the appraisals. While no separate independent
evaluation was conducted by ALP, the originator evaluated the mortgagor and its
principals with respect to credit history and prior experiences as an operator
of multifamily real estate properties at the time of origination. Pursuant to
credit narratives by the originator, this generally included obtaining and
reviewing credit reports and credit and/or business references. ALP reviewed the
credit narratives for any negative statements concerning the respective
borrowers. The originator obtained a current or updated Phase I ESA for each
Mortgaged Property prepared in accordance with ASTM standards or Fannie Mae
requirements within 16 months prior to the purchase date of the SouthTrust
Loans. The originator obtained a current or updated physical assessment report
for each of the SouthTrust Loans prepared within 14 months prior to the date of
purchase by ALP.
The Ordway Loan and Rustic Hills Loan:
ALP conducted independent site inspections for both of these properties to
evaluate the location and quality of each Mortgaged Property. The appraisal for
the Rustic Hills Loan was dated within 24 months prior to the acquisition of the
Rustic Hills Loan by ALP. The Ordway appraisal was obtained by ALP prior to the
acquisition of the Ordway Loan. Both appraisals based their value on the current
use and condition of the properties. ALP based its loan-to-value ratios of these
Mortgage Loans on the values set forth in the appraisals.
The Ordway Building is an institutionally owned building with over 22 years
of loan performance history. Accordingly, ALP relied heavily upon this in its
evaluation of the mortgagor and its key principals. The originator of the Rustic
Hills Loan evaluated the mortgagor and its principals with respect to credit
history and prior experience as an operator at the time of origination. Prior to
purchasing the loan, ALP reviewed the originator's conclusions for any adverse
information, and relied upon such in conjunction with the loan payment history
and current credit reports.
ALP obtained a Phase I ESA for the Ordway Loan and reviewed all prior
asbestos studies and historical air monitoring reports prior to the purchase of
the Ordway Loan. ALP also reviewed the Phase I ESA for the Rustic Hills Loan
obtained by the originator at the time of origination and had a desktop peer
review conducted of the same. Neither ESA reflected reported violations of
applicable laws and regulations relating to environmental protection and
hazardous waste. ALP obtained a current physical assessment report for the
Ordway Loan prior to the purchase of the related
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Mortgage Loan. ALP also reviewed a physical assessment report for the Rustic
Hills Loan obtained by the originator at the time of origination. The reports
verified the good condition of the improvements and delineated the anticipated
costs of repair, replacement, and major maintenance or capital expenditure needs
over the terms of the Mortgage Loans. Other than with respect to asbestos
abatement costs associated with the Ordway Building, the projected needs were
either covered by the on-going replacement reserves used in the underwriting or
through escrows funded at the closing of the loans. The Ordway Loan borrower has
an on-going asbestos abatement program in place under which it generally abates
tenant space as it is vacated and has abated approximately forty percent (40%)
of the asbestos containing material in the Ordway Building. For both the Ordway
Loan and the Rustic Hills Loan, ALP relied upon the existing title policies and
downdate endorsements.
ADDITIONAL INFORMATION
A Current Report on Form 8-K (the "Form 8-K") will be available to
purchasers of the Offered Certificates and will be filed, together with the
Pooling and Servicing Agreement, with the Securities and Exchange Commission
within fifteen days after the initial issuance of the Offered Certificates.
DESCRIPTION OF THE CERTIFICATES
GENERAL
The Certificates will be issued pursuant to the Pooling and Servicing
Agreement and will include the following eight classes of Offered Certificates
designated as the Class A1, Class A2, Class A3, Class B, Class C, Class D, Class
E and Class F Certificates. In addition to the Offered Certificates, the
Certificates will also include the Class X, Class G, Class H, Class J, Class K,
Class L, Class R-I, Class R-II and Class R-III Certificates. Only the Offered
Certificates are offered hereby. The Certificates represent in the aggregate the
entire beneficial ownership interest in a Trust Fund consisting of: (i) a pool
of fixed rate Mortgage Loans and all payments under and proceeds of the Mortgage
Loans received after the Cut-Off Date (exclusive of payments of principal and
interest due on or before the Cut-Off Date); (ii) any Mortgaged Property
acquired on behalf of the Trust Fund through foreclosure or deed in lieu of
foreclosure (upon acquisition, an "REO Property"); (iii) such funds or assets as
from time to time are deposited in the Collection or Distribution Accounts or
any account established in connection with REO Properties (the "REO Account");
and (iv) the rights of the mortgagee under all insurance policies with respect
to the Mortgage Loans.
The Class A1, Class A2 and Class A3 Certificates will evidence
approximately an initial 68.50% undivided interest in the Trust Fund. The Class
B Certificates will evidence approximately an initial 5.00% undivided interest
in the Trust Fund. The Class C Certificates will evidence approximately an
initial 2.50% undivided interest in the Trust Fund. The Class D Certificates
will evidence approximately an initial 4.50% undivided interest in the Trust
Fund. The Class E Certificates will evidence approximately an initial 5.50%
undivided interest in the Trust Fund. The Class F Certificates will evidence
approximately an initial 2.00% undivided interest in the Trust Fund.
The Offered Certificates (the "DTC Registered Certificates") will be
issued, maintained and transferred on the book-entry records of The Depository
Trust Company ("DTC") and its Participants (as defined in the Prospectus). The
DTC Registered Certificates will be issued in minimum denominations of
$10,000.00 and integral multiples of $1.00 in excess thereof.
The DTC Registered Certificates will be represented by one or more
certificates registered in the name of a nominee of DTC. The Depositor has been
informed by DTC that DTC's nominee will be Cede & Co. ("Cede"). No person
acquiring an interest in the DTC Registered Certificates (a "Beneficial Owner")
will be entitled to receive a certificate representing such person's interest (a
"Definitive Certificate"), except as set forth below under "-- Book-Entry
Registration of the Offered Certificates -- Definitive Certificates." Unless and
until Definitive Certificates are issued for the DTC
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Registered Certificates under the limited circumstances described herein, all
references to actions by Certificateholders with respect to the DTC Registered
Certificates shall refer to actions taken by DTC upon instructions from its
Participants, and all references herein to distributions, notices, reports and
statements to Certificateholders with respect to the DTC Registered Certificates
shall refer to distributions, notices, reports and statements to DTC or Cede, as
the registered holder of the DTC Registered Certificates, for distribution to
Beneficial Owners by DTC in accordance with DTC procedures.
BOOK-ENTRY REGISTRATION OF THE OFFERED CERTIFICATES
General. Beneficial Owners that are not Participants or Intermediaries (as
defined in the Prospectus) but desire to purchase, sell or otherwise transfer
ownership of, or other interests in, the related DTC Registered Certificates may
do so only through Participants and Intermediaries. In addition, Beneficial
Owners will receive all distributions of principal of and interest on the
related DTC Registered Certificates from the Trustee through DTC and
Participants. Accordingly, Beneficial Owners may experience delays in their
receipt of payments. Unless and until Definitive Certificates are issued for the
related DTC Registered Certificates, it is anticipated that the only registered
Certificateholder of such DTC Registered Certificates will be Cede, as nominee
of DTC. Beneficial Owners will not be recognized by the Trustee, the Master
Servicer or the Special Servicer as Certificateholders, as such term is used in
the Pooling and Servicing Agreement; provided, however, that Beneficial Owners
will be permitted to request and receive information furnished to
Certificateholders by the Trustee subject to receipt by the Trustee of a
certification in form and substance acceptable to the Trustee stating that the
person requesting such information is a Beneficial Owner. Otherwise, the
Beneficial Owners will be permitted to receive information furnished to
Certificateholders and to exercise the rights of Certificateholders only
indirectly through DTC, its Participants and Intermediaries.
Under the rules, regulations and procedures creating and affecting DTC and
its operations (the "Rules"), DTC is required to make book-entry transfers of
DTC Registered Certificates among Participants and to receive and transmit
distributions of principal of, and interest on, such DTC Registered
Certificates. Participants and Intermediaries with which Beneficial Owners have
accounts with respect to such DTC Registered Certificates similarly are required
to make book-entry transfers and receive and transmit such distributions on
behalf of their respective Beneficial Owners. Accordingly, although Beneficial
Owners will not possess physical certificates evidencing their interests in the
DTC Registered Certificates, the Rules provide a mechanism by which Beneficial
Owners, through their Participants and Intermediaries, will receive
distributions and will be able to transfer their interests in the DTC Registered
Certificates.
None of the Depositor or the Trustee will have any liability for any
actions taken by DTC or its nominee, including, without limitation, actions for
any aspect of the records relating to or payments made on account of beneficial
ownership interests in the DTC Registered Certificates held by Cede, as nominee
for DTC, or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
Definitive Certificates. Definitive Certificates will be issued to
Beneficial Owners or their nominees, respectively, rather than to DTC or its
nominee, only under the limited conditions set forth in the Prospectus under
"Description of the Certificates -- Book-Entry Registration and Definitive
Certificates."
Upon the occurrence of an event described in the Prospectus in the seventh
paragraph under "Description of the Certificates -- Book-Entry Registration and
Definitive Certificates," the Trustee is required to notify, through DTC,
Participants who have ownership of DTC Registered Certificates as indicated on
the records of DTC of the availability of Definitive Certificates for their DTC
Registered Certificates. Upon surrender by DTC of the definitive certificates
representing the DTC Registered Certificates and upon receipt of instructions
from DTC for re-registration, the Trustee will
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reissue the DTC Registered Certificates as Definitive Certificates issued in the
respective principal amounts owned by individual Beneficial Owners, and
thereafter the Trustee, the Master Servicer and the Special Servicer will
recognize the holders of such Definitive Certificates as Certificateholders
under the Pooling and Servicing Agreement.
For additional information regarding DTC and the DTC Registered
Certificates, see "Description of the Certificates -- Book-Entry Registration
and Definitive Certificates" in the Prospectus.
DISTRIBUTIONS
Method, Timing and Amount. Distributions on the Certificates will be made
on the 17th day of each month or, if such 17th day is not a business day, then
on the next succeeding business day, commencing in July 1997 (each, a
"Distribution Date"). All distributions (other than the final distribution on
any Certificate) will be made by the Trustee to the persons in whose names the
Certificates are registered at the close of business on each Record Date, which
will be July 8, 1997 with respect to the first Distribution Date, and for each
subsequent Distribution Date, the last business day of the month preceding the
month in which the related Distribution Date occurs. Such distributions will be
made by wire transfer in immediately available funds to the account specified by
the Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Trustee with wiring
instructions as provided in the Pooling and Servicing Agreement or, otherwise,
by check. The final distribution on any Certificate will be made in like manner,
but only upon presentment or surrender of such Certificate at the location
specified in the notice to the holder thereof of such final distribution. All
distributions made with respect to a class of Certificates on each Distribution
Date will be allocated pro rata among the outstanding Certificates of such class
based on their respective Percentage Interests. The "Percentage Interest"
evidenced by any Certificate is equal to the initial denomination thereof as of
the Delivery Date, divided by the initial Class Balance for such class. The
aggregate distribution to be made on the Certificates on any Distribution Date
shall equal the Available Distribution Amount.
The "Available Distribution Amount" for any Distribution Date is an amount
equal to (a) the sum of (i) the amount on deposit in the Collection Account (as
defined herein) as of the close of business on the related Determination Date,
which amount will include scheduled payments on the Mortgage Loans due on or
prior to the related Due Date immediately preceding, and collected as of, such
Determination Date (to the extent not distributed on previous Distribution
Dates) and unscheduled payments and other collections on the Mortgage Loans
collected during the related Prepayment Period and (ii) the aggregate amount of
any P&I Advances made by the Master Servicer, the Trustee or the Fiscal Agent in
respect of such Distribution Date (not otherwise included in clause (i) above)
net of (b) the portion of the amount described in clause (a)(i) hereof that
represents (i) Monthly Payments due on a Due Date subsequent to the end of the
related Prepayment Period, and (ii) any amounts payable or reimbursable
therefrom to any Servicer or the Trustee or the Fiscal Agent as compensation or
otherwise, and any Retained Interest.
Pass-Through Rate on the Certificates. The "Pass-Through Rates" on the
Class A1, Class A2 and Class A3 Certificates are fixed and are set forth on the
cover hereof. The Pass-Through Rates on the Class B, Class C, Class D, Class E
and Class F Certificates will be as set forth on the cover hereof, subject to a
cap equal to the weighted average of the Remittance Rates in effect from time to
time on the Mortgage Loans. The "Remittance Rate" for any Mortgage Loan is equal
to the excess of the Mortgage Interest Rate thereon (without giving effect to
any modification or other reduction thereof following the Cut-Off Date) over the
sum of the applicable Servicing Fee Rate, the Retained Interest, if any, and the
fee payable to the Trustee. The fee payable to the Trustee will be 0.0075% per
annum. The Mortgage Interest Rate for each of the Mortgage Loans which provide
for the computation of interest other than on the basis of a 360-day year
consisting of twelve 30-day months (a "30/360 basis") (that is the basis on
which interest on the Certificates accrues) will be adjusted to reflect that
difference.
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Interest Distributions on the Certificates. Subject to the distribution of
the Principal Distribution Amount to the Holders of classes of Certificates of a
higher priority, as described under "Priority of Distributions" below, Holders
of each class of Certificates will be entitled to receive on each Distribution
Date, to the extent of the Available Distribution Amount for such Distribution
Date, distributions allocable to interest in an amount (the "Interest
Distribution Amount") equal to the sum of interest accrued during the period
from and including the first day of the month preceding the month of the
Distribution Date (or from and including June 9, 1997 in the case of the initial
Distribution Date) to and including the last day of the month preceding the
month of the Distribution Date (or to and including July 8, 1997 in the case of
the first Distribution Date) (calculated on the basis of a 360-day year
consisting of twelve 30-day months) on the Class Balance of such class of
Certificates outstanding immediately prior to such Distribution Date, at the
then-applicable Pass-Through Rate (the "Interest Accrual Amount") less such
class's pro rata share, by Interest Accrual Amount, of any interest shortfall
not related to a Mortgagor delinquency or default, such as Prepayment Interest
Shortfalls (as defined herein) and shortfalls associated with exemptions
provided by the Relief Act (as defined in the Prospectus). If the Available
Distribution Amount for any Distribution Date is less than the Interest
Distribution Amount for such Distribution Date, the shortfall will be part of
the Interest Distribution Amount distributable to holders of Certificates
affected by such shortfall on subsequent Distribution Dates, to the extent of
available funds. Any such shortfall will bear interest at the related
Pass-Through Rate.
To the extent any Mortgage Loan is prepaid in full or in part between a
Determination Date and the related Due Date immediately following such
Determination Date, an interest shortfall may result on the second Distribution
Date following such Determination Date because interest on prepayments in full
or in part will only accrue to the date of payment (such shortfall, a
"Prepayment Interest Shortfall"). To the extent any Mortgage Loan is prepaid in
full or in part between the related Due Date and the Determination Date
immediately following such Due Date, the interest on such prepayment will be
included in the Available Distribution Amount for the immediately succeeding
Distribution Date (the "Prepayment Interest Excess"). If a Mortgage Loan is
prepaid in full or in part during any Prepayment Period, any related Prepayment
Interest Shortfall shall be offset to the extent of any Prepayment Interest
Excess collected during such Prepayment Period. If the Prepayment Interest
Shortfall for any Prepayment Period exceeds any Prepayment Interest Excess
collected during such period, such shortfall shall be offset only by an amount
up to an amount equal to the product of (x) the outstanding principal balance of
the Mortgage Loans immediately prior to the Due Date preceding the related
Determination Date, and (y) 0.02%, divided by 12, attributable to the portion of
the Servicing Fee payable to the Master Servicer on the related Distribution
Date. The remainder of any Prepayment Interest Shortfall will be allocated to
the Certificates pro rata. The Master Servicer shall be entitled to any excess
of the Prepayment Interest Excess over the Prepayment Interest Shortfall.
The Pass-Through Rates on the Certificates that are limited by the weighted
average of the Remittance Rates on the Mortgage Loans will not be affected by
the deferral of interest or reduction of the Mortgage Interest Rate on any
Mortgage Loan by the Special Servicer or by the occurrence of either such event
in connection with any bankruptcy proceeding involving the related borrower. The
amount of any resulting interest shortfall will be allocated to the Certificates
in reverse alphabetical order of class designation.
Principal Distributions on the Offered Certificates. Holders of the
Certificates will be entitled to receive on each Distribution Date in reduction
of the related Class Balance in the order described herein until the related
Class Balance is reduced to zero, to the extent of the balance of the Available
Distribution Amount remaining after the payment of the Interest Distribution
Amount for such Distribution Date for the classes of Certificates with the
highest priority for interest payments (as described under "Priority of
Distributions" below), distributions in respect of principal in an amount (the
"Principal Distribution Amount") equal to the aggregate of (i) all scheduled
payments of principal (other than Balloon Payments) due on the Mortgage Loans on
the related Due Date
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whether or not received and all scheduled Balloon Payments received, (ii) if the
scheduled Balloon Payment is not received with respect to any Balloon Mortgage
Loans on and after the Maturity Date thereof, the principal payment that would
need to be received in the related month in order to fully amortize such Balloon
Mortgage Loan with level monthly payments by the end of the term used to derive
scheduled payments of principal due prior to the related Maturity Date and (iii)
to the extent not previously advanced, any unscheduled principal recoveries
received during the related Prepayment Period in respect of the Mortgage Loans,
whether in the form of liquidation proceeds, insurance proceeds, condemnation
proceeds or amounts received as a result of the purchase of any Mortgage Loan
out of the Trust Fund.
Distribution of Prepayment Premiums and Yield Maintenance Charges. On any
Distribution Date, a portion of any Prepayment Premium (the "SouthTrust
Prepayment Premium") or Yield Maintenance Charge (the "SouthTrust Yield
Maintenance Charge") collected with respect to a SouthTrust Loan during the
related Prepayment Period will be distributed from the Collection Account to
SouthTrust Bank, NA. The SouthTrust Prepayment Premium with respect to a
SouthTrust Loan will equal the product of (i) the Prepayment Premium collected
with respect to a SouthTrust Loan and (ii) a fraction (not greater than 1.0 or
less than 0.0), the numerator of which is the interest rate of the Retained
Interest with respect to such Mortgage Loan, and the denominator of which is the
maximum of (A) the excess of the Mortgage Interest Rate with respect to such
Mortgage Loan over the Discount Rate (as defined herein) at the time of such
principal prepayment and (B) 2%. The SouthTrust Yield Maintenance Charge with
respect to a SouthTrust Loan will equal the product of (i) the Yield Maintenance
Charge collected with respect to a SouthTrust Loan and (ii) a fraction (not
greater than 1.0 or less than 0.0), the numerator of which is the interest rate
of the Retained Interest with respect to such Mortgage Loan, and the denominator
of which is the maximum of (A) the excess of the Mortgage Interest Rate with
respect to such Mortgage Loan over the discount rate used in accordance with the
related Mortgage Loan documents in calculating the Yield Maintenance Charge with
respect to such principal prepayment and (B) 2%.
The "Net Prepayment Premium" with respect to any Distribution Date will
equal the excess of (a) the total amount of Prepayment Premiums collected during
the related Prepayment Period over (b) the total amount of SouthTrust Prepayment
Premiums for such Prepayment Period. The "Net Yield Maintenance Charge" with
respect to any Distribution Date will equal the excess of (a) the total amount
of Yield Maintenance Charges collected during the related Prepayment Period over
(b) the total amount of SouthTrust Yield Maintenance Charges for such Prepayment
Period.
On any Distribution Date, Net Prepayment Premiums collected during the
related Prepayment Period will be distributed by the Trustee to the holders of
the classes of Offered Certificates and Class X Certificates as follows: to each
of the Class A1, Class A2, Class A3, Class B, Class C, Class D, Class E and
Class F Certificates, for each such class an amount equal to the product of (a)
a fraction, the numerator of which is the amount distributed as principal to
such class on such Distribution Date, and the denominator of which is the total
amount distributed as principal to all classes of Certificates on such
Distribution Date, (b) 25% and (c) the total amount of Net Prepayment Premiums
collected during the related Prepayment Period. Any Net Prepayment Premiums
collected during the related Prepayment Period remaining after such
distributions will be distributed to the holders of the Class X Certificates.
On any Distribution Date, Net Yield Maintenance Charges collected during
the related Prepayment Period will be distributed by the Trustee to the holders
of the classes of Offered Certificates and Class X Certificates as follows: to
each of the Class A1, Class A2, Class A3, Class B, Class C, Class D, Class E and
Class F Certificates, for each such class an amount equal to the product of (a)
a fraction, the numerator of which is the amount distributed as principal to
such class on such Distribution Date, and the denominator of which is the total
amount distributed as principal to all classes of Certificates on such
Distribution Date, (b) the Base Interest Fraction for the related principal
prepayment and such class of Offered Certificates and (c) the aggregate amount
of Net Yield Maintenance Charges collected on such principal prepayment during
the related Prepayment
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Period. Any Net Yield Maintenance Charges collected during the related
Prepayment Period remaining after such distributions will be distributed to the
holders of the Class X Certificates.
The "Base Interest Fraction" with respect to any principal prepayment on
any Mortgage Loan and with respect to any class of Offered Certificates is a
fraction (A) whose numerator is the greater of (x) zero and (y) the excess of
(i) the Pass-Through Rate on such class of Offered Certificates over (ii) the
sum of the discount rate used in accordance with the related Mortgage Loan
documents in calculating the Yield Maintenance Charge with respect to such
principal prepayment and the Spread Rate (as defined below) for such class of
Offered Certificates, and (B) whose denominator is the excess of (i) the
Mortgage Interest Rate on the related Mortgage Loan over (ii) the discount rate
used in accordance with the related Mortgage Loan documents in calculating the
Yield Maintenance Charge with respect to such principal prepayment; provided,
however, that under no circumstances shall the Base Interest Fraction be greater
than one. If such discount rate is greater than the Mortgage Interest Rate on
the related Mortgage Loan, then the Base Interest Fraction shall equal zero.
For purposes of calculation of the SouthTrust Prepayment Premium, the
"Discount Rate" with respect to any class of Offered Certificates is the rate
determined by the Trustee, in its good faith, to be the yield (interpolated and
rounded to the nearest one-thousandth of a percent, if necessary, at the time of
such prepayment) in the secondary market for United States Treasury securities
with a maturity as nearly equal as possible to the maturity of the particular
Mortgage Loan being prepaid.
The "Spread Rate" for the Class A1 Certificates is 0.20% per annum, for the
Class A2 Certificates is 0.25% per annum, for the Class A3 Certificates is 0.30%
per annum, for the Class B Certificates is 0.35% per annum, for the Class C
Certificates is 0.40% per annum, for the Class D Certificates is 0.40% per
annum, for the Class E Certificates is 0.55% per annum and for the Class F
Certificates is 0.60% per annum.
No Net Prepayment Premiums or Net Yield Maintenance Charges will be
distributed to holders of the Class G, Class H, Class J, Class K, Class L or
Residual Certificates; instead, after the Certificate Principal Balances of the
Class A1, Class A2, Class A3, Class B, Class C, Class D, Class E and Class F
Certificates have been reduced to zero, all Net Prepayment Premiums and Net
Yield Maintenance Charges will be distributed to holders of the Class X
Certificates.
For a description of Prepayment Premiums and Yield Maintenance Charges, see
"Certain Prepayment, Maturity and Yield Considerations -- Weighted Average Life
of the Offered Certificates" herein. See also "Certain Legal Aspects of the
Mortgage Loans and the Leases -- Default Interest, Prepayment Charges and
Prepayments" in the Prospectus regarding the enforceability of Yield Maintenance
Charges and Prepayment Premiums.
The Prepayment Premiums and Yield Maintenance Charges, if any, collected on
the Mortgage Loans during any Prepayment Period may not be sufficient to fully
compensate Certificateholders of any class for any loss in yield attributable to
the related prepayments of principal.
PRIORITY OF DISTRIBUTIONS
The Available Distribution Amount for each Distribution Date will be
applied (a) first to distributions of interest on the classes of Certificates
outstanding with the highest priority for interest payment (as described below),
(b) second to distributions of the Principal Distribution Amount to the classes
of Certificates then entitled to distribution of principal as described below,
and (c) third, to distributions of interest on each class of Certificates other
than the classes described in clause (a) above, in the order of priority
described below; provided that on any Distribution Date on which the Class
Balance of a class of Certificates is reduced to zero pursuant to clause (b)
above, interest distributions pursuant to clause (a) above will be made to the
class of Certificates outstanding with the next highest priority for interest
payments prior to making distributions of the Principal Distribution Amount
thereto pursuant to clause (b) above. The priority
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for interest payments for purposes of clauses (a) and (c), above, is: first to
distributions of interest on the Class A1, Class A2, Class A3 and Class X
Certificates, pro rata, based on their respective Interest Accrual Amounts;
second to distributions of interest on the Class B Certificates; third to
distributions of interest on the Class C Certificates; fourth to distributions
of interest on the Class D Certificates; fifth to distributions of interest on
the Class E Certificates; sixth, to distributions on the Class F Certificates
and then to the remaining classes of Certificates up to their respective
Interest Accrual Amounts, all as described under "-- Distributions -- Interest
Distributions on the Certificates" above. The Principal Distribution Amount for
such Distribution Date will be applied to the payment of principal of the Class
A1, Class A2, Class A3, Class B, Class C, Class D, Class E and Class F
Certificates, in that order, and then to the remaining classes of Certificates
(other than the Class X Certificates), until their respective Class Balances
have been reduced to zero; provided, that on and after any Distribution Date as
of which the Class Balance of the Class B Certificates has been reduced to zero,
the Principal Distribution Amount shall be applied to payments of principal of
the Class A1, Class A2 and Class A3 Certificates, pro rata, based on their
respective Class Balances.
OTHER CERTIFICATES
The Class X, Class G, Class H, Class J, Class K, Class L, Class R-I, Class
R-II and Class R-III Certificates are not offered hereby. The Pass-Through Rates
on the Class G, Class H, Class J, Class K and Class L Certificates will be
fixed. The Class X Certificates will be entitled to interest on any Distribution
Date equal to the excess of (a) an amount equal to the product of (i) the
weighted average of the Remittance Rates on the Mortgage Loans for the month
immediately preceding the month in which such Distribution Date occurs (but
without regard to any modifications made subsequent to the Delivery Date) times
(ii) the aggregate Scheduled Principal Balance of the Mortgage Loans immediately
prior to the Due Date preceding such Distribution Date, over (b) an amount equal
to the sum of the products of the Pass-Through Rates of the Certificates (other
than the Class X Certificates) with respect to such Distribution Date multiplied
in each case by the Class Balances of the related Certificates immediately prior
to such Distribution Date, calculated on the basis of a 360-day year consisting
of twelve 30-day months. The Class X Certificates will not be entitled to
distributions of principal in respect of the Mortgage Loans. The Class Balances
on the Class G, Class H, Class J, Class K and Class L Certificates will equal
$31,206,000, $4,801,000, $7,201,000, $2,400,000, and $12,003,034, respectively,
and approximately $57,611,034, in the aggregate. The Class R-I, Class R-II and
Class R-III Certificates will not have a Pass-Through Rate or a Class Balance.
SUBORDINATION
Neither the Offered Certificates nor the Mortgage Loans are insured or
guaranteed against losses suffered on the Mortgage Loans by any government
agency or instrumentality or by the Depositor, the Trustee, the Master Servicer,
the Special Servicer, any sub-servicer, or any affiliate thereof.
In addition to the payment priorities described under "-- Priority of
Distributions" above, certain Certificates will be subordinated to other
Certificates with respect to the allocation of Realized Losses. Realized Losses
on the Mortgage Loans will be allocated, first, to the Other Certificates (other
than the Class X Certificates) in reverse alphabetical order of class
designation, second, to the Class F Certificates, third, to the Class E
Certificates, fourth, to the Class D Certificates, fifth, to the Class C
Certificates, sixth, to the Class B Certificates, in each case until the related
Class Balance is reduced to zero; and thereafter, to the Class A1, Class A2 and
Class A3 Certificates, pro rata. The Class Balance of a class of Certificates
will be reduced by the principal portion of any Realized Losses allocated to
such class.
In addition to Realized Losses, shortfalls will also occur as a result of
the Master Servicer's right to receive payments of interest with respect to
unreimbursed advances, the Special Servicer's
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right to compensation with respect to Mortgage Loans which are or have been
Specially Serviced Mortgage Loans and as a result of other Trust Fund expenses.
Such shortfalls will be allocated as described above to the classes of
Certificates with the lowest payment priority for purposes of the application of
the Available Distribution Amount in the order described herein.
Within 60 days after the earliest to occur of (i) 60 days after the date on
which an uncured delinquency occurs in respect of a Mortgage Loan, (ii) 60 days
after the date on which a receiver is appointed (if such appointment remains in
effect during such 60-day period) in respect of a Mortgaged Property, (iii) as
soon as reasonably practical after the date on which a Mortgaged Property
becomes an REO Property, (iv) the date on which a change in the payment rate,
Mortgage Interest Rate, principal balance, amortization term or Maturity Date of
any Specially Serviced Mortgage Loan becomes effective, (v) the Maturity Date of
a Specially Serviced Mortgage Loan that is not paid in full on or prior to such
date, or (vi) 60 days following the filing of a voluntary petition in bankruptcy
by the borrower, an appraisal will be obtained by the Special Servicer from an
independent MAI appraiser (except if an appraisal has been conducted within the
12 month period preceding such event) at the expense of the Trust Fund. In
addition, in any case, upon the occurrence of any event giving rise to a
subsequent Collateral Value Adjustment more than twelve months after an
appraisal was obtained with respect to a Collateral Value Adjustment, the
Special Servicer will order a new appraisal as described above, within 30 days
of the occurrence of any such event giving rise to a subsequent Collateral Value
Adjustment and will adjust the amount of the Collateral Value Adjustment in
accordance therewith.
The "Collateral Value Adjustment" with respect to any Mortgage Loan for
which an appraisal has been obtained as described above will be an amount equal
to the excess of (a) the sum of (i) the principal balance of such Mortgage Loan
as of the date of the occurrence given rise to the requirement for an appraisal
and (ii) the sum of (A) all unpaid interest on such Mortgage Loan at a per annum
rate equal to the Mortgage Interest Rate, (B) all unreimbursed advances for
Property Protection Expenses and interest thereon, (C) any unpaid servicing and
trustee fees and any unpaid interest on any P&I Advances and (D) all currently
due and delinquent real estate taxes and assessments, insurance premiums and, if
applicable, ground rents in respect of such Mortgaged Property (net of any
amount escrowed or otherwise available for payment of the amount due on such
Mortgage Loan) over (b) 90% of the current appraised value of the related
Mortgaged Property as determined by an independent MAI appraisal of such
Mortgaged Property. The excess of the principal balance of any Mortgage Loan
over the related Collateral Value Adjustment is referred to herein as the
"Adjusted Collateral Value". A Collateral Value Adjustment shall result in a
reduction of the Class Balance of any class of Certificates solely for the
purpose of determining Voting Rights of Holders of various classes of
Certificates as described herein and shall not be a permanent reduction of the
Class Balance of any class of Certificates prior to the occurrence of a Realized
Loss.
A "Realized Loss", in the case of any Mortgage Loan described in clause (a)
or clause (b) of the succeeding sentence, is equal to the sum of (a) the
Scheduled Principal Balance of any Loss Mortgage Loan, (b) interest thereon not
previously distributed to Certificateholders through the last day of the month
in which such Mortgage Loan became a Loss Mortgage Loan, (c) any advances made
by the Master Servicer which remain unreimbursed and (d) any interest accrued on
such advances (see "-- Advances" below) as of such time, reduced by any amounts
recovered thereon as of such time and, in the case of any Mortgage Loan
described in clause (c) of the succeeding sentence, is the amount determined to
have been permanently forgiven as described in such clause (c). A "Loss Mortgage
Loan" is any Mortgage Loan (a) which is finally liquidated, (b) with respect to
which the Master Servicer has determined that an advance which has been made or
would otherwise be required to be made, is not, or, if made, would not be,
recoverable out of proceeds on such Mortgage Loan or (c) with respect to which a
portion of the principal balance thereof has been permanently forgiven whether
pursuant to a modification or a valuation resulting from a proceeding initiated
under the Bankruptcy Code. The "Scheduled Principal Balance" of any Mortgage
Loan as of any date of determination is the principal balance thereof as of the
Cut-Off
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Date minus the sum of (i) the principal portion of each Monthly Payment due on
such Mortgage Loan after the Cut-Off Date, to the extent received from the
Mortgagor or advanced and distributed to Certificateholders, (ii) any
unscheduled amounts of principal received with respect to such Mortgage Loans,
to the extent distributed to Certificateholders and (iii) any portion of
principal forgiven by the Special Servicer in accordance with the Pooling and
Servicing Agreement.
ADVANCES
On the business day immediately preceding each Distribution Date, except as
described below, the Master Servicer will be obligated to make advances out of
its own funds or funds held in the Collection Account (as defined herein) that
are not required to be part of the Available Distribution Amount for such
Distribution Date ("P&I Advances"), in an amount equal to the excess of all
Monthly Payments (net of the Servicing Fee and any Retained Interest) due over
the amount actually received, subject to the limitations described herein. In
addition, except as described below, the Master Servicer will be required to
advance certain property related expenses. The Master Servicer generally may not
advance any amounts, other than P&I Advances, unless such advance is for one of
several purposes specified in the Pooling and Servicing Agreement as "Property
Protection Expenses". All such advances will be reimbursable to the Master
Servicer from late payments, insurance proceeds, liquidation proceeds,
condemnation proceeds or amounts paid in connection with the purchase of such
Mortgage Loan or, as to any such advance that is deemed not otherwise
recoverable, from any amounts on deposit in the Collection Account to the extent
such amounts are not required to be otherwise applied pursuant to the terms of
the related Mortgage Loan. Notwithstanding the foregoing, the Master Servicer
will be obligated to make any such advance only to the extent that it determines
in its reasonable good faith judgment that such advance, if made, would be
recoverable out of net proceeds (including any amounts escrowed with respect to
the related Mortgage Loan net of any reasonably anticipated expenses payable
therefrom) on the related Mortgage Loan. The Master Servicer will not be
required to advance the full amount of any Balloon Payment not made by the
related Mortgagor. To the extent the Master Servicer is required to make a P&I
Advance on and after the Due Date for such Balloon Payment, such P&I Advance
shall not exceed an amount equal to the Monthly Payment due on such Mortgage
Loan prior to the related Maturity Date. In addition, with respect to any
Mortgage Loan subject to a Collateral Value Adjustment, the amount of each
required P&I Advance shall not exceed the product of (x) the Remittance Rate for
such Mortgage Loan and (y) the Adjusted Collateral Value of such Mortgage Loan.
Any failure by the Master Servicer to make an advance as required under the
Pooling and Servicing Agreement will constitute an event of default thereunder,
in which case the Trustee will be obligated to make any required advance, in
accordance with the terms of the Pooling and Servicing Agreement.
The Master Servicer shall be entitled to interest on the aggregate amount
of all advances made by such Servicer at a per annum rate equal to the prime
rate reported in The Wall Street Journal plus 0.50%. See "Risk Factors -- Effect
of Mortgagor Delinquencies and Defaults" herein.
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CERTAIN PREPAYMENT, MATURITY AND YIELD CONSIDERATIONS
GENERAL
The yield to maturity on the Offered Certificates will be affected by the
purchase price and the rate of principal payments on the Mortgage Loans
including, for this purpose, prepayments, which may include amounts received by
virtue of repurchase, condemnation, casualty or foreclosure. The rate of
principal payments on the Offered Certificates will correspond to the rate of
principal payments (including prepayments) on the related Mortgage Loans.
Each Mortgage Loan other than the Ordway Loan either prohibits voluntary
prepayments during a certain number of years following the origination thereof
and/or allows the related Mortgagor to prepay the principal balance thereof in
whole during a certain number of years following the origination if accompanied
by payment of a Prepayment Premium or Yield Maintenance Charge. See Annex A
hereto and the table entitled "Prepayment Lock-out/Prepayment Premium Analysis"
under "Description of the Mortgage Pool -- Additional Mortgage Loan Information"
herein. Any Prepayment Premium or Yield Maintenance Charge collected on a
Mortgage Loan will be distributed to the holders of the Offered Certificates and
the Class X Certificates as described herein. See "Description of the
Certificates -- Distributions -- Interest Distributions on the Certificates" and
"Certain Prepayment, Maturity and Yield Considerations" herein, and "Yield
Considerations" in the Prospectus.
The yield to maturity on each class of the Offered Certificates will depend
on, among other things, the rate and timing of principal payments (including
prepayments, defaults, liquidations and purchases of Mortgage Loans due to a
breach of a representation and warranty) on the Mortgage Loans and the
allocation thereof to reduce the Class Balance of such class. The yield to
maturity on each class of the Offered Certificates will also depend on the
Pass-Through Rate and the purchase price for such Certificates. The yield to
investors on any Class of Offered Certificates will be adversely affected by any
allocation thereto of Prepayment Interest Shortfalls on the Mortgage Loans,
which may result from the distribution of interest only to the date of a
prepayment occurring during any month following the related Determination Date
(rather than a full month's interest) to the extent any such interest shortfall
is not offset by any Prepayment Interest Excess or portion of the Servicing Fee
for such Distribution Date allocable to the Master Servicer.
In general, if a class of Offered Certificates is purchased at a premium
and principal distributions thereon occur at a rate faster than anticipated at
the time of purchase, the investor's actual yield to maturity will be lower than
that assumed at the time of purchase. Conversely, if a class of Offered
Certificates is purchased at a discount and principal distributions thereon
occur at a rate slower than that assumed at the time of purchase, the investor's
actual yield to maturity will be lower than that assumed at the time of
purchase.
If a Mortgage Loan becomes a Specially Serviced Mortgage Loan, the Special
Servicer may adopt a servicing strategy which affects the yield to maturity of
one or more classes of Offered Certificates.
The "Rated Final Distribution Date" for the Certificates will be June 17,
2029 which is the Distribution Date following the second anniversary after the
date at which all the Mortgage Loans have zero balances, assuming no prepayments
and that the Mortgage Loans which are Balloon Loans fully amortize according to
their amortization schedule and no Balloon Mortgage Payment is made.
WEIGHTED AVERAGE LIFE OF THE OFFERED CERTIFICATES
Weighted average life refers to the average amount of time from the date of
issuance of a security until each dollar of principal of such security will be
repaid to the investor. The weighted average life of the Offered Certificates
will be influenced by the rate at which principal payments (including scheduled
payments, principal prepayments and payments made pursuant to any
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applicable policies of insurance) on the Mortgage Loans are made. Principal
payments on the Mortgage Loans may be in the form of scheduled amortization or
prepayments (for this purpose, the term "prepayment" includes prepayments,
partial prepayments and liquidations due to a default or other dispositions of
the Mortgage Loans).
Calculations reflected in the following tables assume that the Mortgage
Loans have the characteristics shown on Annex A, and are based on the following
additional assumptions ("Table Assumptions"); (i) no Mortgage Loan prepays other
than in accordance with the designated Scenarios set forth on page S-73;
otherwise each Mortgage Loan is assumed to prepay at the indicated level of CPR,
with the CPR in each case being applied on the first day of each month to that
portion of the scheduled principal amount of the Mortgage Loan that is not
assumed to be in default as described below, (ii) there are no delinquencies,
(iii) scheduled interest and principal payments on the Mortgage Loans are timely
received, except as described above, and payments are made on the Mortgage Loans
on their respective Due Dates (assumed in all cases to be the first day of each
month) at the indicated levels of CPR set forth in the tables, (iv) partial
prepayments on the Mortgage Loans are permitted, but are assumed not to affect
the amortization schedules, (v) no Prepayment Premiums or Yield Maintenance
Charges are collected, (vi) no party exercises its right of optional termination
of the Trust Fund described herein, (vii) no Mortgage Loan is required to be
purchased from the Trust Fund, (viii) there are no Prepayment Interest
Shortfalls or Collateral Value Adjustments, (ix) distributions on the
Certificates are made on the 17th day (each assumed to be a business day) of
each month, commencing in July 1997, (x) the Certificates will be issued on the
Delivery Date, (xi) no Balloon Payment is extended beyond its Maturity Date and
(xi) one Mortgage Loan, representing 1.05% of the Mortgage Pool as of the
Cut-Off Date, which accrues interest based on the actual number of days elapsed
in a year consisting of 365 or 366 days, as the case may be, is assumed to
accrue interest on a 30/360 basis.
The weighted average life of any Class A1, Class A2, Class A3, Class B,
Class C, Class D, Class E or Class F Certificate refers to the average amount of
time that will elapse from the date of its issuance until each dollar allocable
to principal of such Certificates is distributed to the investor. The weighted
average life of any such Offered Certificate will be influenced by, among other
things, the rate at which principal on the Mortgage Loans is paid or otherwise
collected or advanced and applied to pay principal of such Offered Certificate.
As described herein, the Principal Distribution Amount for each Distribution
Date will be distributable first in respect of the Class A1 Certificates until
the Certificate Balance thereof is reduced to zero, and will thereafter be
distributable entirely in respect of the Class A2 Certificates, the Class A3
Certificates, the Class B Certificates, the Class C Certificates, the Class D
Certificates, the Class E Certificates and the Class F Certificates, in that
order, in each case until the Certificate Balance of such Class of Certificates
is reduced to zero.
The following tables indicate the percentage of the initial Certificate
Balance of each Class of Offered Certificates that would be outstanding after
each of the dates shown under each of the designated scenarios (each a
"Scenario") and the corresponding weighted average life of each such Class of
Offered Certificates. The tables have been prepared on the basis of, among
others, the assumptions described below. To the extent that the Mortgage Loans
or the Certificates have characteristics that differ from those assumed in
preparing the tables, the Class A1, Class A2, Class A3, Class B, Class C, Class
D, Class E and/or Class F Certificates may mature earlier or later than
indicated by the tables. Accordingly, the Mortgage Loans will not prepay at any
constant rate, and it is highly unlikely that the Mortgage Loans will prepay in
a manner consistent with the assumptions underlying any of the Scenarios. In
addition, variations in the actual prepayment experience and the balance of the
Mortgage Loans that prepay may increase or decrease the percentages of initial
Certificate Balances (and shorten or extend the weighted average lives) shown in
the following tables. Investors are urged to conduct their own analyses of the
rates at which the Mortgage Loans may be expected to prepay.
S-72
<PAGE> 78
The tables set forth below were prepared on the basis of the relevant Table
Assumptions, except that it was assumed that there are no prepayments on the
Mortgage Loans other than in accordance with the designated Scenario. The
Scenarios are as follows:
<TABLE>
<S> <C>
Scenario (1): No Mortgage Loan prepays; that is, the CPR for the
Mortgage Pool is 0%.
Scenarios (2), (3) and (4) No Mortgage Loan prepays during its Lockout Period.
Thereafter, each Mortgage Loan prepays each month at
the rate of 5% CPR in the case of Scenario (2), 10% CPR
in the case of Scenario (3) and 15% CPR in the case of
Scenario (4).
Scenarios (5), (6) and (7) No Mortgage Loan prepays during a month in which a
Lockout Period is in effect or in which prepayments on
such Mortgage Loans are required to be accompanied by a
Yield Maintenance Charge. All other Mortgage Loans
prepay each month at the rate of 5% CPR in the case of
Scenario (5), 10% CPR in the case of Scenario (6) and
15% in the case of Scenario (7).
</TABLE>
Based on the above-referenced assumptions, the following eight tables
indicate the resulting weighted average lives of each Class of Offered
Certificates and sets forth the percentages of the initial Certificate Balance
of such Class of Offered Certificates that would be outstanding after each of
the dates shown under each of the designated Scenarios. For purposes of the
following tables, the weighted average life of an Offered Certificates is
determined by (i) multiplying the amount of each principal distribution thereon
by the number of years from the date of issuance of such Certificate to the
related Distribution Date, (ii) summing the results and (iii) dividing the sum
by the aggregate amount of the reductions in the principal balance of such
Certificate.
PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE
CLASS A1 CERTIFICATES UNDER EACH DESIGNATED SCENARIO
<TABLE>
<CAPTION>
0% CPR DURING LOCKOUT OR YIELD
0% CPR DURING LOCKOUT -- MAINTENANCE PERIOD -- OTHERWISE
OTHERWISE AT INDICATED CPR AT INDICATED CPR
------------------------------ ---------------------------------
(0% CPR) (5% CPR) (10% CPR) (15% CPR) (5% CPR) (10% CPR) (15% CPR)
DISTRIBUTION DATE 1 2 3 4 5 6 7
----------------- -------- -------- --------- --------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Initial.................. 100 100 100 100 100 100 100
Jun 17 1998.............. 96 91 87 83 95 95 94
Jun 17 1999.............. 91 82 74 66 90 89 88
Jun 17 2000.............. 85 72 60 49 84 82 81
Jun 17 2001.............. 75 56 38 22 72 70 67
Jun 17 2002.............. 60 29 1 0 55 51 47
Jun 17 2003.............. 53 11 0 0 47 41 36
Jun 17 2004.............. 0 0 0 0 0 0 0
Jun 17 2005.............. 0 0 0 0 0 0 0
Weighted Average Life (in
years)................. 5.0 3.8 3.1 2.6 4.8 4.7 4.5
</TABLE>
S-73
<PAGE> 79
PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE
CLASS A2 CERTIFICATES UNDER EACH DESIGNATED SCENARIO
<TABLE>
<CAPTION>
0% CPR DURING LOCKOUT OR YIELD
0% CPR DURING LOCKOUT -- MAINTENANCE PERIOD -- OTHERWISE
OTHERWISE AT INDICATED CPR AT INDICATED CPR
------------------------------ ---------------------------------
(0% CPR) (5% CPR) (10% CPR) (15% CPR) (5% CPR) (10% CPR) (15% CPR)
DISTRIBUTION DATE 1 2 3 4 5 6 7
----------------- -------- -------- --------- --------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Initial.................. 100 100 100 100 100 100 100
Jun 17 1998.............. 100 100 100 100 100 100 100
Jun 17 1999.............. 100 100 100 100 100 100 100
Jun 17 2000.............. 100 100 100 100 100 100 100
Jun 17 2001.............. 100 100 100 100 100 100 100
Jun 17 2002.............. 100 100 100 14 100 100 100
Jun 17 2003.............. 100 100 5 0 100 100 100
Jun 17 2004.............. 100 0 0 0 94 87 81
Jun 17 2005.............. 83 0 0 0 71 59 49
Jun 17 2006.............. 34 0 0 0 19 6 0
Jun 17 2007.............. 0 0 0 0 0 0 0
Weighted Average Life (in
years)................. 8.6 6.2 5.5 4.7 8.3 8.1 7.9
</TABLE>
PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE
CLASS A3 CERTIFICATES UNDER EACH DESIGNATED SCENARIO
<TABLE>
<CAPTION>
0% CPR DURING LOCKOUT OR YIELD
0% CPR DURING LOCKOUT -- MAINTENANCE PERIOD -- OTHERWISE
OTHERWISE AT INDICATED CPR AT INDICATED CPR
------------------------------ ---------------------------------
(0% CPR) (5% CPR) (10% CPR) (15% CPR) (5% CPR) (10% CPR) (15% CPR)
DISTRIBUTION DATE 1 2 3 4 5 6 7
----------------- -------- -------- --------- --------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Initial................ 100 100 100 100 100 100 100
Jun 17 1998............ 100 100 100 100 100 100 100
Jun 17 1999............ 100 100 100 100 100 100 100
Jun 17 2000............ 100 100 100 100 100 100 100
Jun 17 2001............ 100 100 100 100 100 100 100
Jun 17 2002............ 100 100 100 100 100 100 100
Jun 17 2003............ 100 100 100 69 100 100 100
Jun 17 2004............ 100 87 53 23 100 100 100
Jun 17 2005............ 100 74 34 1 100 100 100
Jun 17 2006............ 100 55 13 0 100 100 98
Jun 17 2007............ 0 0 0 0 0 0 0
Weighted Average Life
(in years)........... 9.4 8.6 7.4 6.4 9.4 9.4 9.4
</TABLE>
S-74
<PAGE> 80
PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE
CLASS B CERTIFICATES UNDER EACH DESIGNATED SCENARIO
<TABLE>
<CAPTION>
0% CPR DURING LOCKOUT OR YIELD
0% CPR DURING LOCKOUT -- MAINTENANCE PERIOD -- OTHERWISE
OTHERWISE AT INDICATED CPR AT INDICATED CPR
------------------------------ ---------------------------------
(0% CPR) (5% CPR) (10% CPR) (15% CPR) (5% CPR) (10% CPR) (15% CPR)
DISTRIBUTION DATE 1 2 3 4 5 6 7
----------------- -------- -------- --------- --------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Initial.................... 100 100 100 100 100 100 100
Jun 17 1998................ 100 100 100 100 100 100 100
Jun 17 1999................ 100 100 100 100 100 100 100
Jun 17 2000................ 100 100 100 100 100 100 100
Jun 17 2001................ 100 100 100 100 100 100 100
Jun 17 2002................ 100 100 100 100 100 100 100
Jun 17 2003................ 100 100 100 100 100 100 100
Jun 17 2004................ 100 100 100 100 100 100 100
Jun 17 2005................ 100 100 100 100 100 100 100
Jun 17 2006................ 100 100 100 0 100 100 100
Jun 17 2007................ 0 0 0 0 0 0 0
Weighted Average Life (in
years)................... 9.7 9.5 9.3 8.5 9.7 9.6 9.6
</TABLE>
PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE
CLASS C CERTIFICATES UNDER EACH DESIGNATED SCENARIO
<TABLE>
<CAPTION>
0% CPR DURING LOCKOUT OR YIELD
0% CPR DURING LOCKOUT -- MAINTENANCE PERIOD -- OTHERWISE
OTHERWISE AT INDICATED CPR AT INDICATED CPR
------------------------------ ---------------------------------
(0% CPR) (5% CPR) (10% CPR) (15% CPR) (5% CPR) (10% CPR) (15% CPR)
DISTRIBUTION DATE 1 2 3 4 5 6 7
----------------- -------- -------- --------- --------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Initial.................. 100 100 100 100 100 100 100
Jun 17 1998.............. 100 100 100 100 100 100 100
Jun 17 1999.............. 100 100 100 100 100 100 100
Jun 17 2000.............. 100 100 100 100 100 100 100
Jun 17 2001.............. 100 100 100 100 100 100 100
Jun 17 2002.............. 100 100 100 100 100 100 100
Jun 17 2003.............. 100 100 100 100 100 100 100
Jun 17 2004.............. 100 100 100 100 100 100 100
Jun 17 2005.............. 100 100 100 100 100 100 100
Jun 17 2006.............. 100 100 100 75 100 100 100
Jun 17 2007.............. 0 0 0 0 0 0 0
Weighted Average Life (in
years)................. 9.7 9.6 9.4 9.1 9.7 9.7 9.7
</TABLE>
S-75
<PAGE> 81
PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE
CLASS D CERTIFICATES UNDER EACH DESIGNATED SCENARIO
<TABLE>
<CAPTION>
0% CPR DURING LOCKOUT OR YIELD
0% CPR DURING LOCKOUT -- MAINTENANCE PERIOD -- OTHERWISE
OTHERWISE AT INDICATED CPR AT INDICATED CPR
------------------------------ ---------------------------------
(0% CPR) (5% CPR) (10% CPR) (15% CPR) (5% CPR) (10% CPR) (15% CPR)
DISTRIBUTION DATE 1 2 3 4 5 6 7
----------------- -------- -------- --------- --------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Initial.................. 100 100 100 100 100 100 100
Jun 17 1998.............. 100 100 100 100 100 100 100
Jun 17 1999.............. 100 100 100 100 100 100 100
Jun 17 2000.............. 100 100 100 100 100 100 100
Jun 17 2001.............. 100 100 100 100 100 100 100
Jun 17 2002.............. 100 100 100 100 100 100 100
Jun 17 2003.............. 100 100 100 100 100 100 100
Jun 17 2004.............. 100 100 100 100 100 100 100
Jun 17 2005.............. 100 100 100 100 100 100 100
Jun 17 2006.............. 100 100 100 100 100 100 100
Jun 17 2007.............. 0 0 0 0 0 0 0
Weighted Average Life (in
years)................. 9.7 9.7 9.5 9.3 9.7 9.7 9.7
</TABLE>
PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE
CLASS E CERTIFICATES UNDER EACH DESIGNATED SCENARIO
<TABLE>
<CAPTION>
0% CPR DURING LOCKOUT OR YIELD
0% CPR DURING LOCKOUT -- MAINTENANCE PERIOD -- OTHERWISE
OTHERWISE AT INDICATED CPR AT INDICATED CPR
------------------------------ ---------------------------------
(0% CPR) (5% CPR) (10% CPR) (15% CPR) (5% CPR) (10% CPR) (15% CPR)
DISTRIBUTION DATE 1 2 3 4 5 6 7
----------------- -------- -------- --------- --------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Initial.................. 100 100 100 100 100 100 100
Jun 17 1998.............. 100 100 100 100 100 100 100
Jun 17 1999.............. 100 100 100 100 100 100 100
Jun 17 2000.............. 100 100 100 100 100 100 100
Jun 17 2001.............. 100 100 100 100 100 100 100
Jun 17 2002.............. 100 100 100 100 100 100 100
Jun 17 2003.............. 100 100 100 100 100 100 100
Jun 17 2004.............. 100 100 100 100 100 100 100
Jun 17 2005.............. 100 100 100 100 100 100 100
Jun 17 2006.............. 100 100 100 100 100 100 100
Jun 17 2007.............. 0 0 0 0 0 0 0
Weighted Average Life (in
years)................. 9.8 9.7 9.6 9.5 9.8 9.8 9.8
</TABLE>
S-76
<PAGE> 82
PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE
CLASS F CERTIFICATES UNDER EACH DESIGNATED SCENARIO
<TABLE>
<CAPTION>
0% CPR DURING LOCKOUT OR YIELD
0% CPR DURING LOCKOUT -- MAINTENANCE PERIOD -- OTHERWISE AT
OTHERWISE AT INDICATED CPR INDICATED CPR
------------------------------ ------------------------------------
(0% CPR) (5% CPR) (10% CPR) (15% CPR) (5% CPR) (10% CPR) (15% CPR)
DISTRIBUTION DATE 1 2 3 4 5 6 7
----------------- -------- -------- --------- --------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Initial.................. 100 100 100 100 100 100 100
Jun 17 1998.............. 100 100 100 100 100 100 100
Jun 17 1999.............. 100 100 100 100 100 100 100
Jun 17 2000.............. 100 100 100 100 100 100 100
Jun 17 2001.............. 100 100 100 100 100 100 100
Jun 17 2002.............. 100 100 100 100 100 100 100
Jun 17 2003.............. 100 100 100 100 100 100 100
Jun 17 2004.............. 100 100 100 100 100 100 100
Jun 17 2005.............. 100 100 100 100 100 100 100
Jun 17 2006.............. 100 100 100 100 100 100 100
Jun 17 2007.............. 0 0 0 0 0 0 0
Weighted Average Life (in
years)................. 9.9 9.8 9.7 9.6 9.8 9.8 9.8
</TABLE>
Notwithstanding the assumed prepayment rates reflected in the preceding
tables, it is highly unlikely that the Mortgage Loans will be prepaid according
to one particular pattern. For this reason and because the timing of principal
payments is critical to determining weighted average lives, the weighted average
lives of the Offered Certificates are likely to differ from those shown in the
tables, even if all of the Mortgage Loans prepay at the indicated constant
percentages of CPR over any given time period or over the entire life of the
Offered Certificates.
There can be no assurance that the Mortgage Loans will prepay at any
particular rate. Moreover, the various remaining terms to maturity of the
Mortgage Loans could produce slower or faster principal distributions than
indicated in the preceding tables at the various constant percentages of CPR
specified, even if the weighted average remaining term to maturity of the
Mortgage Loans is as assumed. Investors are urged to make their investment
decisions based on their determinations as to anticipated rates of prepayment
under a variety of scenarios.
For additional considerations relating to the yield on the Certificates,
see "Yield Considerations" in the Prospectus.
CLASS B, CLASS C, CLASS D, CLASS E AND CLASS F YIELD CONSIDERATIONS
If the Class Balances of the Other Certificates (other than the Class X
Certificates) are reduced to zero, the yield to maturity on the Class F
Certificates will become extremely sensitive to losses on the Mortgage Loans
(and the timing thereof), because the entire amount of such losses will be
allocated to the Class F Certificates. The aggregate initial Class Balance of
the Other Certificates (other than the Class X Certificates) is equal to
approximately 12.0% of the aggregate principal balance of the Mortgage Loans as
of the Cut-Off Date. If the Class Balances of the Other Certificates (other than
the Class X Certificates) and the Class F Certificates are reduced to zero, the
yield to maturity on the Class E Certificates will become extremely sensitive to
losses on the Mortgage Loans (and the timing thereof), because the entire amount
of such losses will be allocated to the Class E Certificates. The aggregate
initial Class Balance of the Class F and the Other Certificates (other than the
Class X Certificates) is equal to approximately 14.0% of the aggregate principal
balance of the Mortgage Loans as of the Cut-Off Date. If the Class Balances of
the Other Certificates (other than the Class X Certificates), the Class F and
the Class E Certificates are reduced to zero, the yield to maturity on the Class
D Certificates will become extremely sensitive to losses on the Mortgage Loans
(and the timing thereof), because the entire amount of such losses will be
allocated to the Class D Certificates. The aggregate initial Class Balance of
the Class F, Class E and Other Certificates (other than the Class X
Certificates) is equal to approxi-
S-77
<PAGE> 83
mately 19.5% of the aggregate principal balance of the Mortgage Loans as of the
Cut-Off Date. If the Class Balances of the Other Certificates (other than the
Class X Certificates), the Class F Certificates, the Class E Certificates and
the Class D Certificates are reduced to zero, the yield to maturity on the Class
C Certificates will become extremely sensitive to losses on the Mortgage Loans
(and the timing thereof), because the entire amount of such losses will be
allocated to the Class C Certificates. The aggregate initial Class Balance of
the Class F, Class E, Class D and Other Certificates (other than the Class X
Certificates) is equal to approximately 24.0% of the aggregate principal balance
of the Mortgage Loans as of the Cut-Off Date. If the Class Balances of the Other
Certificates (other than the Class X Certificates), the Class F Certificates,
the Class E Certificates, the Class D Certificates and the Class C Certificates
are reduced to zero, the yield to maturity on the Class B Certificates will
become extremely sensitive to losses on the Mortgage Loans (and the timing
thereof), because the entire amount of such losses will be allocated to the
Class B Certificates. The aggregate initial Class Balance of the Class F, Class
E, Class D, Class C and Other Certificates (other than the Class X Certificates)
is equal to approximately 26.5% of the aggregate principal balance of the
Mortgage Loans as of the Cut-Off Date.
The Special Servicer will be entitled to receive, with respect to each
Specially Serviced Mortgage Loan compensation in the form of a percentage of
principal collections and a percentage of the outstanding principal balance of
any Specially Serviced Mortgage Loan which is returned to a performing status
prior to the right of Certificateholders to receive distributions on the
Certificates. Such compensation will result in shortfalls which will be
allocated to the Certificates in the manner provided for Realized Losses.
Consequently it is possible that shortfalls will be allocated to the Offered
Certificates with respect to any Specially Serviced Mortgage Loan
notwithstanding the fact that such Mortgage Loan has returned to a performing
status. See "Servicing -- Servicing and Other Compensation and Payment of
Expenses" herein.
Investors are urged to make their investment decisions based on their
determinations as to anticipated rates of principal payments and Realized
Losses. Investors in the Class B, the Class C, the Class D, the Class E and the
Class F Certificates should fully consider to risk that Realized Losses on the
Mortgage Loans could result in a failure of such investors to fully recover
their investments. See "Yield Considerations" in the Prospectus.
SERVICING
THE MASTER SERVICER
AMRESCO Services, a division of AMRESCO Management, Inc., a Texas
corporation, will serve as master servicer (the "Master Servicer") under the
Pooling and Servicing Agreement (as herein defined), and will be responsible for
servicing the Mortgage Loans (other than Specially Serviced Mortgage Loans and
REO Property). Although the Master Servicer is authorized to employ agents,
including sub-servicers, to directly service the Mortgage Loans for which it is
responsible, the Master Servicer will remain liable for its servicing
obligations under the Pooling and Servicing Agreement. The Master Servicer is a
wholly-owned subsidiary of AMRESCO, INC., a diversified financial services
company. The Master Servicer's principal servicing officers are located at 235
Peachtree St. NE, Suite 900, Atlanta, Georgia 30303.
As of March 31, 1997, the Master Servicer serviced approximately 5,469
commercial and multi-family loans, totalling approximately $12 billion in
aggregate outstanding principal amounts, including loans securitized in
mortgaged-backed securitization transactions.
SouthTrust Bank, National Association ("SouthTrust"), a national banking
association formerly known as SouthTrust Bank, of Alabama NA, will serve as
sub-servicer for all the Mortgage Loans originated by SouthTrust.
S-78
<PAGE> 84
THE SPECIAL SERVICER
Midland Loan Services, L.P., ("Midland") will serve as the Special Servicer
of the Trust Fund under the Pooling and Servicing Agreement. Midland was
organized under the laws of the State of Missouri in 1992 as a limited
partnership. Midland is a real estate financial services company that provides
loan servicing and asset management for commercial and multifamily real estate
assets and that originates commercial real estate loans. Midland's address is
210 West 10th Street, 6th Floor, Kansas City, Missouri 64105.
As of May 31, 1997, Midland and its affiliates were responsible for the
servicing of approximately 12,000 commercial and multifamily loans with an
aggregate principal balance of approximately $16.4 billion, the collateral for
which is located in all 50 states, Puerto Rico and the District of Columbia.
With respect to such loans, approximately 10,400 loans with an aggregate
principal balance of approximately $11.7 billion pertain to commercial and
multifamily mortgage-backed securities. Midland provides workout, asset
management and disposition services for CMBS transactions, institutional
investors and government regulators. As of May 31, 1997, Midland was acting as
the special servicer on 18 CMBS transactions with original principal balances in
excess of $3.0 billion. Since 1991, Midland has disposed of over 2,200
commercial real estate assets for net recoveries of more than $1.7 billion.
Midland has been approved as a master and special servicer for investment
grade commercial and multifamily mortgage-backed securities by Fitch and S&P.
Midland is ranked "Above Average" as a commercial mortgage servicer and asset
manager by S&P, and "Acceptable" as a master servicer and "Above Average" as a
special servicer by Fitch. S&P rates commercial mortgage servicers and special
servicers in one of five rating categories: Strong, Above Average, Average,
Below Average and Weak. Fitch rates special servicers in one of five categories:
Superior, Above Average, Average, Below Average and Unacceptable. Fitch rates
master servicers as Acceptable or Unacceptable.
The information set forth herein concerning the Servicers has been provided
by the related Servicer. Neither the Depositor nor any other person makes any
representation or warranty as to the accuracy or completeness of such
information.
RESPONSIBILITIES OF MASTER SERVICER
Under the Pooling and Servicing Agreement, the Master Servicer is required
to service and administer the Mortgage Loans solely on behalf of and in the best
interests of and for the benefit of the Certificateholders, in accordance with
the terms of the Pooling and Servicing Agreement and the Mortgage Loans and to
the extent consistent with such terms, with the higher of (a) the standard of
care, skill, prudence and diligence with which the Master Servicer services and
administers mortgage loans that are held for other portfolios that are similar
to the Mortgage Loans and (b) the standard of care, skill, prudence and
diligence with which the Master Servicer services and administers mortgage loans
for its own portfolio and are similar to the Mortgage Loans, in either case,
giving due consideration to customary and usual standards of practice of prudent
institutional multifamily and commercial mortgage lenders, loan servicers and
asset managers. The Master Servicer shall, however, act without regard to: (a)
any relationship that the Master Servicer, or any affiliate of the Master
Servicer, may have with any Mortgagor or any affiliate of any Mortgagor, the
Depositor, any party to any particular transaction or any of their respective
affiliates; (b) the Master Servicer's obligations to make Advances with respect
to the Mortgage Loans; (c) the Master Servicer's right to receive compensation
for its services as Master Servicer or with respect to any particular
transaction and the adequacy of such compensation; (d) the ownership, servicing
or management for others by the Master Servicer of any other mortgage loans or
property; or (e) the ownership by the Master Servicer of any certificates or
other securities.
S-79
<PAGE> 85
RESPONSIBILITIES OF SPECIAL SERVICER
The servicing responsibility on a particular Mortgage Loan will be
transferred to the Special Servicer upon the occurrence of certain servicing
transfer events (each, a "Servicing Transfer Event"), including the following:
(i) the Mortgage Loan becomes a "Defaulted Mortgage Loan" because it is more
than 60 days delinquent in whole or in part in respect of any monthly payment or
is delinquent in whole or in part in respect of the related Balloon Payment;
(ii) the related Mortgagor has entered into or consented to bankruptcy,
appointment of a receiver or conservator or a similar insolvency or similar
proceeding, or the Mortgagor has become the subject of a decree or order for
such a proceeding which shall have remained in force undischarged or unstayed
for a period of 60 days; (iii) the Master Servicer shall have received notice of
the foreclosure or proposed foreclosure of any other lien on the Mortgaged
Property; (iv) in the judgment of the Master Servicer a payment default has
occurred and is not likely to be cured by the related Mortgagor within 60 days;
(v) the related Mortgagor admits in writing its inability to pay its debts
generally as they become due, files a petition to take advantage of any
applicable insolvency or reorganization statute, makes an assignment for the
benefit of its creditors, or voluntarily suspends payment of its obligations;
(vi) any other material default has in the Master Servicer's judgment occurred
which is not reasonably susceptible to cure within the time periods and on the
conditions specified in the related Mortgage; (vii) the related Mortgaged
Property becomes an REO Property; (viii) if for any reason the Master Servicer
cannot enter into an assumption agreement upon the transfer by the related
Mortgagor of the Mortgage; or (ix) an event has occurred which has materially
and adversely affected the value of the related Mortgaged Property in the
reasonable judgment of the Master Servicer. A Mortgage Loan serviced by the
Special Servicer is referred to herein as a "Specially Serviced Mortgage Loan".
The Special Servicer will collect certain payments on such Specially Serviced
Mortgage Loans and make certain remittances to, and prepare certain reports for
the Master Servicer with respect to such Mortgage Loans. The Master Servicer
shall have no responsibility for the performance by the Special Servicer of its
duties under the Pooling and Servicing Agreement provided that the Master
Servicer continues to perform certain servicing functions on such Specially
Serviced Mortgage Loans and, based on the information provided to it by the
Special Servicer, prepares certain reports to the Trustee with respect to such
Specially Serviced Mortgage Loans. To the extent that any Mortgage Loan, in
accordance with its original terms or as modified in accordance with the Pooling
and Servicing Agreement, becomes a performing Mortgage Loan for a least three
consecutive months, the Special Servicer will return servicing of such Mortgage
Loan to the Master Servicer.
Under the Pooling and Servicing Agreement, the Special Servicer is required
to service, administer and dispose of Specially Serviced Mortgage Loans solely
in the best interests of and for the benefit of the Certificateholders, in
accordance with the Pooling and Servicing Agreement and the Mortgage Loans and
to the extent consistent with such terms, with the higher of (a) the standard of
care, skill, prudence and diligence with which the Special Servicer services,
administers and disposes of, distressed mortgage loans and related real property
that are held for other portfolios that are similar to the Mortgage Loans,
Mortgaged Property and REO Property and (b) the standard of care, skill,
prudence and diligence with which the Special Servicer services, administers and
disposes of distressed mortgage loans and related real property for its own
portfolio and are similar to the Mortgage Loans, Mortgage Property and REO
Property, giving due consideration to customary and usual standards of practice
of prudent institutional multifamily and commercial mortgage lenders, loan
servicers and asset managers, so as to maximize the net present value of
recoveries on the Mortgage Loans. The Special Servicer shall, however, act
without regard to: (a) any relationship that the Special Servicer or any
affiliate of the Special Servicer may have with any Mortgagor or any affiliate
of any Mortgagor, the Depositor, any party to any particular transaction or any
of their respective affiliates; (b) the Special Servicer's right to receive
compensation for its services as Special Servicer or with respect to any
particular transaction and the adequacy of such compensation; (c) the ownership,
servicing or management for others by the
S-80
<PAGE> 86
Special Servicer of any other mortgage loans or property; or (d) the ownership
by the Special Servicer of any Certificates or other securities.
MODIFICATIONS, WAIVERS AND AMENDMENTS
The Pooling and Servicing Agreement will permit each of the Master Servicer
and the Special Servicer to modify, waive or amend any term of any Mortgage Loan
if (a) it determines, in accordance with the servicing standard described above,
that it is appropriate to do so and (b) except as described in the following
paragraph, such modification, waiver or amendment, will not (i) affect the
amount or timing of any scheduled payments of principal, interest or other
amount (including Prepayment Premiums and Yield Maintenance Charges) payable
under the Mortgage Loan, (ii) affect the obligation of the related borrower to
pay a Prepayment Premium or Yield Maintenance Charge or permit a principal
prepayment during the applicable Lock-out Period, (iii) except as expressly
provided by the related Mortgage or in connection with a material adverse
environmental condition at the related Mortgaged Property, result in a release
of the lien of the related Mortgage on any material portion of such Mortgaged
Property without a corresponding principal prepayment or (iv) in the judgment of
the Master Servicer or the Special Servicer, materially impair the security for
the Mortgage Loan or reduce the likelihood of timely payment of amounts due
thereon.
Notwithstanding clause (b) of the preceding paragraph, the Special Servicer
may (i) reduce the amounts owing under any Specially Serviced Mortgage Loan by
forgiving principal, accrued interest and/or any Prepayment Premium, (ii) reduce
the amount of the Monthly Payment on any Specially Serviced Mortgage Loan,
including by way of a reduction in the related Mortgage Interest Rate, (iii)
forbear in the enforcement of any right granted under any Mortgage Note or
Mortgage relating to a Specially Serviced Mortgage Loan, (iv) extend the
maturity date of any Specially Serviced Mortgage Loan, and/or (v) accept a
principal prepayment during any Lockout Period; provided that (x) the related
borrower is in default with respect to the Specially Serviced Mortgage Loan or,
in the judgment of the Special Servicer, such default is reasonably foreseeable,
(y) in the sole, good faith judgment of the Special Servicer, such modification,
waiver or amendment would increase the recovery to Certificateholders on a net
present value basis documented to the Trustee and (z) such modification, waiver
or amendment does not result in a tax being imposed on the Trust Fund or cause
any REMIC created pursuant to the Pooling and Servicing Agreement to fail to
qualify as a REMIC at a any time the Certificates are outstanding, based on an
opinion of counsel obtained at the expense of the Trust Fund. In no event,
however, will the Special Servicer be permitted to (i) extend the maturity date
of a Mortgage Loan beyond a date that is two years prior to the Rated Final
Distribution Date, or (ii) if the Mortgage Loan is secured by a ground lease,
extend the maturity date of such Mortgage Loan beyond a date which is 10 years
prior to the expiration of the term of such ground lease.
The Special Servicer will prepare a report (an "Asset Status Report") for
each Mortgage Loan which becomes a Specially Serviced Mortgage Loan not later
than 30 days after the servicing of such Mortgage Loan is transferred to the
Special Servicer. Each Asset Status Report will be delivered to the Controlling
Class Representative (as defined herein). The Controlling Class Representative
may object to any Asset Status Report within 10 business days of receipt;
provided, however, that the Special Servicer shall implement the recommended
action as outlined in such Asset Status Report if it makes an affirmative
determination that such objection is not in the best interest of all of the
Certificateholders. If the Controlling Class Representative disapproves such
Asset Status Report and the Special Servicer has not made the affirmative
determination described above, the Special Servicer will revise such Asset
Status Report as soon as practicable thereafter, but in no event later than 30
days after such disapproval. The Special Servicer will revise such Asset Status
Report until the Controlling Class Representative fails to disapprove such
revised Asset Status Report as described above or until the Special Servicer
makes a determination that such objection is not in the best interests of all of
the Certificateholders.
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Each Servicer will be required to notify the Trustee, the Rating Agencies
and the other Servicer of any modification, waiver or amendment of any term of
any Mortgage Loan, and to deliver to the Trustee or the related Custodian, for
deposit in the related Mortgage File, an original counterpart of the agreement
related to such modification, waiver or amendment, promptly (and in any event
within 10 business days) following the execution thereof. Copies of each
agreement whereby any such modification, waiver or amendment of any term of any
Mortgage Loan is effected are required to be available for review during normal
business hours at the offices of the Special Servicer. See "Description of the
Pooling and Servicing Agreement".
THE CONTROLLING CLASS REPRESENTATIVE
The holders of the class of Certificates representing the most subordinate
interests in the Trust Fund that equals at least 25% of its initial Class
Balance (or if no class of Certificates has a Class Balance of at least 25% of
its initial Class Balance, the most subordinate class outstanding) (the
"Monitoring Certificateholders") will designate one Monitoring Certificateholder
pursuant to the Pooling and Servicing Agreement (the "Controlling Class
Representative"). In addition to the matters set forth above, the Controlling
Class Representative may remove and replace the Special Servicer with another
Special Servicer acceptable to the Rating Agencies.
Limitation on Liability of Controlling Class Representative. The
Controlling Class Representative will have no liability to the
Certificateholders for any action taken, or for refraining from the taking of
any action, in good faith pursuant to the Pooling and Servicing Agreement, or
for error in judgment; provided, however, that the Controlling Class
Representative will not be protected against any liability which would otherwise
be imposed by reason of willful misfeasance, bad faith or negligence in the
performance of duties or by reason of reckless disregard of obligations or
duties. By its acceptance of a Certificate, each Certificateholder confirms its
understanding that the Controlling Class Representative may take actions that
favor the interest of one or more Classes of the Certificates over other Classes
of the Certificates, and that the Controlling Class Representative may have
special relationships and interests that conflict with those of holders of some
Classes of the Certificate; and, absent willful misfeasance, bad faith or
negligence on the part of the Controlling Class Representative, each
Certificateholder agrees to take no action against the Controlling Class
Representative or any of its officers, directors, employees, principals or
agents as a result of such a special relationship or conflict.
SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES
The principal compensation to be paid to the Master Servicer in respect of
its servicing activities will be the "Servicing Fee". The Servicing Fee will be
payable monthly and will accrue at the applicable Servicing Fee Rate and will be
computed on the basis of the same principal amount and for the same period
respecting which any related interest payment on such Mortgage Loan is computed.
The "Servicing Fee Rate" payable to the Master Servicer with respect to the
Mortgage Loans will vary with respect to the principal balance of each Mortgage
Loan. The minimum Servicing Fee Rate will equal 0.0575% per annum, the maximum
Servicing Fee Rate will equal 0.1075% per annum and as of the Cut-Off Date the
average Servicing Fee Rate will equal 0.068% per annum. As additional servicing
compensation, the Master Servicer will be entitled to retain all assumption and
modification fees, late payment charges, charges for beneficiary statements or
demands, amounts collected for checks returned for insufficient funds and any
similar fees, in each case to the extent actually paid by a borrower with
respect to a Mortgage Loan that is not a Specially Serviced Mortgage Loan. The
Master Servicer will also be entitled to: (a) Prepayment Interest Excesses (to
the extent described under "Description of the
Certificates -- Distributions -- Interest Distributions on the Certificates")
collected on the Mortgage Loans; and (b) any default interest actually collected
on the Mortgage Loans, but only to the extent that (i) such default interest is
allocable to the period (not to exceed 60 days) when the related Mortgage Loan
did not constitute a Specially Serviced Mortgage Loan or REO Property and such
Mortgage Loan does not become a Specially
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Serviced Mortgage Loan and (ii) such default interest is not allocable to pay
any portion of interest accrued on P&I Advances made in respect of the related
Mortgage Loan. In addition, the Master Servicer will be authorized to invest or
direct the investment of funds held in any and all accounts maintained by it,
and the Master Servicer will be entitled to retain any interest or other income
earned on such funds, but will be required to cover any losses from its own
funds without any right to reimbursement.
The principal compensation to be paid to the Special Servicer in respect of
its special servicing activities will be the Special Servicing Fee and the
Principal Recovery Fee. The "Special Servicing Fee" will be payable monthly only
from amounts received in respect of each Specially Serviced Mortgage Loan, or
following a liquidation in which net liquidation proceeds are insufficient to
pay accrued Special Servicing Fees, from funds on deposit in the Collection
Account. The Special Servicing Fee will equal 0.25% per annum on the outstanding
principal balance of each Specially Serviced Mortgage Loan.
For any Mortgage Loan (other than an extended Balloon Loan) that is
liquidated or restored to a performing status for at least three consecutive
months, the Special Servicer will be entitled to a "Principal Recovery Fee"
equal to a percentage of the net liquidation proceeds (other than insurance
proceeds realized with respect to a Specially Serviced Mortgage Loan prior to
foreclosure) or the principal component of each subsequent payment and any past
due interest actually collected. The percentages will be as follows:
<TABLE>
<CAPTION>
PRINCIPAL RECOVERY
OUTSTANDING LOAN BALANCE FEE RATE
------------------------ ------------------
<S> <C>
More than $10 million...................................... .80%
$6 million to $10 million.................................. .85%
Less than $6 million....................................... 1.00%
</TABLE>
The Special Servicer will also be entitled to additional servicing compensation
in the form of all assumption fees, extension fees and modification fees
received on or with respect to Specially Serviced Mortgage Loans. The Special
Servicer will also be entitled to late payment charges and default interest paid
by the borrowers on Specially Serviced Mortgage Loans, but only to the extent
such amounts are not needed to pay interest on P&I Advances.
CONFLICTS OF INTEREST
The Special Servicer or its affiliates own and are in the business of
acquiring assets similar to the Mortgage Loans held by the Trust Fund. To the
extent that any mortgage loans owned and/or serviced by the Special Servicer or
its affiliates are similar to the Mortgage Loans held by the Trust Fund, the
mortgaged properties related to such mortgage loans may, depending upon certain
circumstances such as the location of the mortgaged property, compete with the
Mortgaged Properties related to the Mortgage Loans held by the Trust Fund for
tenants, purchasers, financing and similar resources.
DESCRIPTION OF THE POOLING AND SERVICING AGREEMENT
GENERAL
The Certificates will be issued pursuant to a Pooling and Servicing
Agreement to be dated as of June 1, 1997 (the "Pooling and Servicing
Agreement"), by and among the Depositor, the Master Servicer, the Special
Servicer and the Trustee. Following are summaries of certain provisions of the
Pooling and Servicing Agreement. The summaries do not purport to be complete and
are subject to, and are qualified in their entirety by reference to, the
provisions of the Pooling and Servicing Agreement. The Trustee will provide to a
prospective or actual Certificateholder without charge, upon written request, a
copy (without exhibits) of the Pooling and Servicing Agreement. Requests
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should be addressed to LaSalle National Bank, 135 South LaSalle Street, Suite
1740, Chicago, IL 60674-4107, Attention: Asset-Backed Securities Trust Services
Group -- Amresco 1997 -- C1.
ASSIGNMENT OF THE MORTGAGE LOANS
On or prior to the Delivery Date, the Sellers will assign or cause to be
assigned the Mortgage Loans, without recourse, to the Trustee for the benefit of
the Certificateholders. On or prior to the Delivery Date, the Depositor will, as
to each Mortgage Loan, deliver to the Trustee (or the Custodian) or, for
documents (xii) through (xvi) below which may be delivered within 45 days of the
Delivery Date, to the Master Servicer, among other things, the following
documents (collectively, as to such Mortgage Loan, the "Mortgage Loan File"):
(i) the original Mortgage, and any intervening assignments thereof, in each case
with evidence of recording thereon or in case such documents have not been
returned by the applicable recording office, certified copies thereof; (ii) the
original Mortgage Note, endorsed by the appropriate Seller, without recourse, in
blank or to the order of Trustee; (iii) originals or certified copies of any
prior assignments of mortgage if the Originator is not the originator of record;
(iv) an assignment of the Mortgage, executed by the appropriate Seller, in blank
or to the order of the Trustee, in recordable form; (v) originals or certified
copies of any related assignment of leases, rents and profits and any related
security agreement (if, in either case, such item is a document separate from
the Mortgage) and any intervening assignments of each such document or
instrument; (vi) assignments of any related assignment of leases, rents and
profits and any related security agreement (if, in either case, such item is a
document separate from the Mortgage), executed by the appropriate Seller, in
blank or to the order of the Trustee; (vii) originals or certified copies of all
assumption, modification and substitution agreements in those instances where
the terms or provisions of the Mortgage or Mortgage Note have been modified or
the Mortgage or Mortgage Note has been assumed; (viii) the original lender's
title insurance policies with respect to the Mortgage (or, prior to receipt by
the Seller of such original lender's title insurance policies, all commitments,
binders or policy mark-ups with respect thereto), together with an endorsement
assigning such policy to the Custodian (unless such policy states that it runs
to the benefit of any assignee of the related Mortgage); (ix) originals or
copies of any UCC financing statements; (x) originals or copies of any
guaranties related to such Mortgage Loan; (xi) originals or copies of insurance
policies related to the Mortgaged Property; (xii) originals or certified copies
of any environmental liabilities agreement; (xiii) originals or copies of any
escrow agreements; (xiv) any collateral assignments of property management
agreements and other servicing agreements; (xv) originals or certified copies of
any lease subordination agreements and tenant estoppels; and (xvi) any opinions
of borrower's counsel. The Pooling and Servicing Agreement will require the
Depositor to cause each assignment of the Mortgage described in clause (iv)
above to be submitted for recording in the real property records of the
jurisdiction in which the related Mortgaged Property is located. Any such
assignment delivered in blank will be completed to the order of the Trustee
prior to recording. The Pooling and Servicing Agreement will also require the
Depositor to cause the endorsements on the Mortgage Notes delivered in blank to
be completed to the order of the Trustee.
TRUSTEE
LaSalle National Bank shall serve as Trustee under the Pooling and
Servicing Agreement pursuant to which the Certificates are being issued. Except
in circumstances such as those involving defaults (when it might request
assistance from other departments in the bank), its responsibilities as trustee
are carried out by its Corporate Trust Department. Its principal corporate trust
office is located at 135 South LaSalle Street, Suite 1740, Chicago, Illinois
60674.
FISCAL AGENT
ABN AMRO Bank N.V., a banking corporation organized under the laws of The
Netherlands, will act as Fiscal Agent pursuant to the Pooling and Servicing
Agreement. The Fiscal Agent's office is located at 135 South LaSalle Street,
Chicago, Illinois 60674.
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In the event that the Master Servicer and the Trustee fail to make a
required Advance, the Fiscal Agent will be required to make such Advance;
provided, that the Fiscal Agent will not be obligated to make any Advance that
it deems to be a Nonrecoverable Advance. The Fiscal Agent will be entitled to
rely conclusively on any determination by the Master Servicer or the Trustee, as
applicable, that an Advance, if made, would be a Nonrecoverable Advance. The
Fiscal Agent will be entitled to reimbursement for each Advance made by it in
the same manner and to the same extent as the Trustee and the Master Servicer.
The Fiscal Agent will make no representation as to the validity or
sufficiency of the Pooling and Servicing Agreement, the Certificates, the
Mortgage Loans or related documents or the sufficiency of this Prospectus
Supplement or the Prospectus. The duties and obligations of the Fiscal Agent
will consist only of making Advances as described in "Description of the
Certificates -- Advances"; the Fiscal Agent will not be liable except for the
performance of such duties and obligations.
RESIGNATION AND REMOVAL OF THE TRUSTEE AND FISCAL AGENT
The Trustee and the Fiscal Agent will be permitted at any time to resign
from their respective obligations and duties under the Pooling and Servicing
Agreement by giving written notice thereof to the Sellers, the Master Servicer,
the Special Servicer and to all Certificateholders. Upon receiving such notice
of resignation, the Master Servicer will be required to appoint promptly a
successor trustee or fiscal agent. If no successor trustee or fiscal agent shall
have accepted an appointment within a specified period after the giving of such
notice of resignation, the resigning Trustee or Fiscal Agent may petition any
court of competent jurisdiction to appoint a successor trustee or fiscal agent.
If at any time the Trustee or the Fiscal Agent ceases to be eligible to
continue as such under the Pooling and Servicing Agreement (including, without
limitation, by reason of failure to meet the Rating Agencies' minimum
requirements for eligibility), or if at any time the Trustee or the Fiscal Agent
becomes incapable of acting, or if certain events of (or proceedings in respect
of) bankruptcy or insolvency occur with respect to the Trustee or the Fiscal
Agent, the Master Servicer will be authorized to remove the Trustee or the
Fiscal Agent and appoint a successor trustee or fiscal agent. In addition,
holders of the Certificates entitled to at least 51% of the Voting Rights may at
any time (with or without cause) remove the Trustee or the Fiscal Agent and
appoint a successor trustee or fiscal agent.
If at any time the Trustee resigns or is removed, the Fiscal Agent may
resign or the Master Servicer may remove the Fiscal Agent. Similarly, if at any
time the Fiscal Agent resigns or is removed, the Trustee may resign or the
Master Servicer may remove the Trustee.
Any resignation or removal of the Trustee or Fiscal Agent and appointment
of a successor trustee or fiscal agent will not become effective until
acceptance of appointment by the successor trustee or fiscal agent.
COLLECTION ACCOUNTS AND CERTIFICATE ACCOUNT
The Master Servicer (and, if applicable, any sub-servicer) is required to
deposit all amounts received with respect to the Mortgage Loans, net of certain
amounts retained by the Master Servicer as additional servicing compensation,
into a separate Collection Account (together with any like account maintained by
a sub-servicer, the "Collection Account") maintained by the Master Servicer (or
sub-servicer, as applicable) for the Trust Fund. The Master Servicer is required
to deposit on the business day preceding each Distribution Date all amounts
received with respect to the Mortgage Loans into a separate account (the
"Certificate Account") maintained with the Trustee. Interest or other income
earned on funds in the Collection Account will be paid to the Servicer
maintaining such account as additional servicing compensation. See "Description
of the Trust Funds -- Mortgage Loans" and "Description of the
Agreements -- Accounts -- Distribution Account" and "Description of the
Agreements -- Accounts -- Other Collection Accounts" in the Prospectus.
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REPORTS TO CERTIFICATEHOLDERS
On each Distribution Date the Trustee shall furnish to each
Certificateholder, to the Depositor and the Underwriter and to each Rating
Agency (and will furnish to Beneficial Owners and prospective Certificateholders
upon request) a statement setting forth certain information with respect to the
Mortgage Loans and the Certificates required pursuant to the Pooling and
Servicing Agreement and in the form of Annex B hereto. In addition, within a
reasonable period of time after each calendar year, the Trustee shall furnish to
each person who at any time during such calendar year was the holder of a
Certificate a statement containing certain information with respect to the
Certificates required pursuant to the Pooling and Servicing Agreement,
aggregated for such calendar year or portion thereof during which such person
was a Certificateholder. Unless and until Definitive Certificates are issued,
such statements or reports will be furnished only to Cede & Co., as nominee for
DTC; provided, however, that the Trustee shall furnish a copy of any such
statement or report to any Beneficial Owner which requests such copy and
certifies to the Trustee that it is the Beneficial Owner of a Certificate. The
Trustee shall furnish a copy of any such statement or report to any person who
requests it for a nominal charge. Such statement or report may be available to
Beneficial Owners upon request to DTC or their respective Participant or
Indirect Participants. Any Asset Status Report shall be delivered by the Trustee
upon request to any Beneficial Owner of an Offered Certificate subject to the
second preceding sentence and the receipt by the Trustee of a certificate
acknowledging certain limitations with respect to the use of such statement or
report. See "Description of the Certificates -- Reports to Certificateholders"
in the Prospectus. The Controlling Class Representative shall receive all
reports prepared or received by the Master Servicer or the Special Servicer. In
addition, each other Certificateholder may obtain all such reports at its
expense as described in the Pooling and Servicing Agreement.
VOTING RIGHTS
At all times during the term of the Pooling and Servicing Agreement, all
Voting Rights shall be allocated among the classes of Certificates (other than
the Class X Certificates) in proportion to the respective Class Balances,
reduced for this purpose by Collateral Value Adjustments allocated thereto.
Voting Rights allocated to a class of Certificates shall be allocated among the
Holders of such class in proportion to the Percentage Interests evidenced by
their respective Certificates. Neither the Holders of the Class X Certificates
nor the Holders of the Residual Certificates will have Voting Rights.
As described under "Description of the Certificates -- Book-Entry
Registration and Definitive Certificates" in the Prospectus, unless and until
Definitive Certificates are issued, except as otherwise expressly provided
herein, Certificate Owners may only exercise their rights as owners of
Certificates indirectly through DTC or their respective Participant or Indirect
Participant.
TERMINATION
The obligations created by the Pooling and Servicing Agreement will
terminate following the earliest of (i) the final payment or other liquidation
of the last Mortgage Loan or REO Property subject thereto, and (ii) the purchase
of all of the assets of the Trust Fund by any of the Master Servicer, the
Special Servicer (if the Master Servicer has not exercised its option), the
holders of an aggregate Percentage Interest in excess of 50% of the Most
Subordinate Class of Certificates (if neither the Master Servicer or the Special
Servicer, has exercised its option) or any holder of a Class R-I Certificate (if
neither the Master Servicer, the Special Servicer, nor the holders of an
aggregate Percentage Interest in excess of 50% of the Most Subordinate Class has
exercised its option). The "Most Subordinate Class of Certificates" at the time
of determination shall be the class of Certificates to which Realized Losses
would be allocated at such time as described under "Description of the
Certificates -- Subordination" herein. Written notice of termination of the
Pooling and Servicing Agreement will be given to each Certificateholder, and the
final distribution will
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be made only upon surrender and cancellation of the Certificates at the office
of the Certificate Registrar specified in such notice of termination.
Any such purchase of all the Mortgage Loans and other assets in the Trust
Fund is required to be made at a price equal to the greater of (1) the aggregate
fair market value of all the Mortgage Loans and REO Properties then included in
the Trust Fund, determined pursuant to the Pooling and Servicing Agreement, and
(2) the aggregate Class Balance of all the Certificates plus accrued and unpaid
interest thereon. Such purchase will effect early retirement of the then
outstanding Certificates, but the right to effect such termination is subject to
the requirement that the aggregate Scheduled Principal Balance of the Mortgage
Loans then in the Trust Fund is less than 1.00% of the aggregate principal
balance of the Mortgage Loans as of the Cut-Off Date.
USE OF PROCEEDS
The net proceeds from the sale of the Certificates will be used by the
Depositor to pay the purchase price of the Mortgage Loans.
FEDERAL INCOME TAX CONSEQUENCES
The following summary of the anticipated material federal income tax
consequences of the purchase, ownership and disposition of Offered Certificates
is based on the advice of Andrews & Kurth L.L.P., counsel to the Depositor. This
summary is based on laws, regulations, including the REMIC regulations
promulgated by the Treasury Department (the "REMIC Regulations"), rulings and
decisions now in effect or (with respect to regulations) proposed, all of which
are subject to change either prospectively or retroactively. This summary does
not address the federal income tax consequences of an investment in Offered
Certificates applicable to all categories of investors, some of which (for
example, banks and insurance companies) may be subject to special rules.
Prospective investors should consult their tax advisors regarding the federal,
state, local and any other tax consequences to them of the purchase, ownership
and disposition of Offered Certificates.
Three separate REMIC elections will be made with respect to the Trust Fund
for federal income tax purposes. Upon the issuance of the Certificates, Andrews
& Kurth L.L.P., counsel to the Depositor, is of the opinion that, assuming
compliance with all provisions of the Pooling and Servicing Agreement, for
federal income tax purposes, the REMIC I, REMIC II and REMIC III (each as
defined in the Pooling and Servicing Agreement) will qualify as a REMIC under
the Code.
For federal income tax purposes, the Class R-I Certificates will be the
sole class of "residual interests" in REMIC I, the Class R-II Certificates will
be the sole class of "residual interests" in REMIC II, the Class R-III
Certificates will be the sole class of "residual interests" in REMIC III, the
Offered Certificates, each component of the Class X Certificates and the Class
F, Class G, Class H, and Class J, Class K and Class L Certificates will be
"regular interests" of REMIC III and will be treated as debt instruments of the
REMIC III.
See "Federal Income Tax Consequences -- REMICs" in the Prospectus.
One or more classes of the Offered Certificates may be treated as having
been issued with original issue discount for federal income tax reporting
purposes. For purposes of computing the rate of accrual of original issue
discount, market discount and premium, if any, for federal income tax purposes
it will be assumed that there are no prepayments on the Mortgage Loan. No
representation is made that the Mortgage Loans will not prepay at another rate.
See "Federal Income Tax Consequences -- REMICs -- Taxation of Owners of REMIC
Regular Certificates" and "-- Original Issue Discount and Premium" in the
Prospectus.
Prepayment Premiums allocated to a class of Certificates will be taxable to
the holders of such Certificates on the date the amount of such premiums becomes
fixed.
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One or more classes of the Offered Certificates may be treated for federal
income tax purposes as having been issued at a premium. Whether any holder of
such a class of Certificates will be treated as holding a Certificate with
amortizable bond premium will depend on such Certificateholder's purchase price
and the distributions remaining to be made on such Certificate at the time of
its acquisition by such Certificateholder. Holders of such class of Certificates
should consult their own tax advisors regarding the possibility of making an
election to amortize such premium. See "Federal Income Tax
Consequences -- REMICs -- Taxation of Owners of REMIC Regular Certificates" and
"-- Premium" in the Prospectus.
The Offered Certificates will be treated as "real estate assets" within the
meaning of Section 856(c)(6)(B) of the Code generally in the same proportion
that the assets of the REMIC underlying such Certificates would be so treated.
In addition, interest (including original issue discount) on the Offered
Certificates will be interest described in Section 856(c)(3)(B) of the Code to
the extent that such Offered Certificates are treated as "real estate assets"
under Section 856(c)(6)(B) of the Code. Moreover, the Offered Certificates will
be "obligation[s]which [are] principally secured by an interest in real
property" within the meaning of Section 860G(a)(3)(A) of the Code. Effective
September 1, 1997, Offered Certificates held by a financial asset securitization
investment trust ("FASIT") will be "permitted assets" within the meaning of
Section 860L(c)(1)(G) of the Code. The Offered Certificates will not be
considered to represent an interest in "loans secured by an interest in real
property" within the meaning of Section 7701(a)(19)(C)(v) of the Code except in
the proportion that the assets of the Trust Fund are represented by Mortgage
Loans secured by multifamily apartment buildings. See "Federal Income Tax
Consequences -- REMICs" in the Prospectus.
For further information regarding the federal income tax consequences of
investing in the Certificates, see "Federal Income Tax Consequences" in the
Prospectus.
STATE TAX CONSIDERATIONS
In addition to the federal income tax consequences described in "Federal
Income Tax Consequences," potential investors should consider the state income
tax consequences of the acquisition, ownership, and disposition of the Offered
Certificates. State income tax law may differ substantially from the
corresponding federal law, and this discussion does not purport to describe any
aspect of the income tax laws of any state. Therefore, potential investors
should consult their own tax advisors with respect to the various tax
consequences of investments in the Offered Certificates.
ERISA CONSIDERATIONS
A fiduciary of any employee benefit plan or other retirement plan or
arrangement, including individual retirement accounts and annuities, Keogh plans
and collective investment funds and separate accounts in which such plans,
accounts or arrangements are invested, and any entity whose underlying assets
include assets of such a plan by reason of any such plan's investment in the
entity that is subject to the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), or Section 4975 of the Code (each, a "Plan") should
carefully review with its legal advisors whether the purchase or holding of any
class of Offered Certificates could give rise to a transaction that is
prohibited or is not otherwise permitted either under ERISA or Section 4975 of
the Code.
The U.S. Department of Labor issued an individual exemption, Prohibited
Transaction Exemption 89-88 (the "Exemption"), on October 11, 1989 to Goldman,
Sachs & Co., which generally exempts from the application of certain prohibited
transaction provisions of Section 406 of ERISA, and the excise taxes imposed on
such prohibited transactions pursuant to Sections 4975(a) and (b) of the Code
and Section 502(i) of ERISA, certain transactions, among others, relating to the
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servicing and operation of mortgage pools and the purchase, sale and holding of
mortgage pass-through certificates underwritten by an Underwriter (as
hereinafter defined), provided that certain conditions set forth in the
Exemption are satisfied. For purposes of this Section "ERISA Considerations",
the term "Underwriter" shall include (a) Goldman, Sachs & Co., (b) any person
directly or indirectly, through one or more intermediaries, controlling,
controlled by or under common control with Goldman, Sachs & Co. and (c) any
member of the underwriting syndicate or selling group of which a person
described in (a) or (b) is a manager or co-manager with respect to the Class A1,
Class A2 and Class A3 Certificates.
The Exemption sets forth six general conditions which must be satisfied for
a transaction involving the purchase, sale and holding of such classes of
Offered Certificates to be eligible for exemptive relief thereunder. First, the
acquisition of such classes of Offered Certificates by a Plan, must be on terms
(including the price) that are at least as favorable to the Plan as they would
be in an arm's-length transaction with an unrelated party. Second, the rights
and interests evidenced by such classes of Offered Certificates must not be
subordinate to the rights and interests evidenced by the other certificates of
the same trust. Third, such classes of Offered Certificates at the time of
acquisition by the Plan must be rated in one of the three highest generic rating
categories by Standard & Poor's Corporation, Moody's Investors Service, Inc.,
Duff & Phelps Credit Rating Co. or Fitch Investors Service, Inc. Fourth, the
Trustee cannot be an affiliate of any member of the "Restricted Group," which
consists of the Underwriter, the Depositor, the Master Servicer, the Special
Servicer, and any mortgagor with respect to Mortgage Loans constituting more
than 5% of the aggregate unamortized principal balance of the Mortgage Loans as
of the date of initial issuance of such classes of Offered Certificates. Fifth,
the sum of all payments made to and retained by the Underwriter must represent
not more than reasonable compensation for underwriting such classes of Offered
Certificates; the sum of all payments made to and retained by the Depositor
pursuant to the assignment of the Mortgage Loans to the Trust Fund must
represent not more than the fair market value of such obligations; and the sum
of all payments made to and retained by the Master Servicer and the Special
Servicer must represent not more than reasonable compensation for such person's
services under the Agreements and reimbursement of such person's reasonable
expenses in connection therewith. Sixth, the investing Plan must be an
accredited investor as defined in Rule 501 (a)(1) of Regulation D of the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
Because the Class A1, Class A2 and Class A3 Certificates are not
subordinate to any other class of Certificates, the second general condition set
forth above is satisfied with respect to such Certificates. It is a condition of
the issuance of such classes of Certificates that they be rated "AAA" by S&P and
Fitch. A fiduciary of a Plan contemplating purchasing any such class of
Certificates in the secondary market must make its own determination that at the
time of such acquisition, any such class of Certificates continues to satisfy
the third general condition set forth above. The Depositor expects that the
fourth general condition set forth above will be satisfied with respect to each
of such classes of Certificates. A fiduciary of a Plan contemplating purchasing
any such class of Certificate must make its own determination that the first,
third, fifth and sixth general conditions set forth above will be satisfied with
respect to any such class of Certificate.
The Class B, Class C, Class D, Class E and Class F Certificates do not
satisfy the second condition described above because they are subordinated to
the Class A1, Class A2 and Class A3 Certificates, and furthermore the Class E
and Class F Certificates are not expected to satisfy the third condition
described above. Accordingly, the Class B, Class C, Class D, Class E and Class F
Certificates may not be purchased with the assets of a Plan, unless such
purchase is made pursuant to Prohibited Transaction Exemption 95-60, described
below, or another prohibited transaction exemption.
Before purchasing any class of Certificate, a fiduciary of a Plan should
itself confirm (a) that such Certificates constitute "certificates" for purposes
of the Exemption and (b) that the specific and general conditions of the
Exemption and the other requirements set forth in the Exemption
S-89
<PAGE> 95
would be satisfied. In addition to making its own determination as to the
availability of the exemptive relief provided in the Exemption, the Plan
fiduciary should consider the availability of any other prohibited transaction
exemptions.
Purchasers using insurance company general account funds to effect such
purchase should consider the availability of Prohibited Transaction Class
Exemption 95-60 (60 Fed. Reg. 35925, July 12, 1995) issued by the U.S.
Department of Labor.
Any Plan fiduciary considering whether to purchase any class of Certificate
on behalf of a Plan should consult with its counsel regarding the applicability
of the fiduciary responsibility and prohibited transaction provisions of ERISA
and the Code to such investment. See "ERISA Considerations" in the Prospectus.
LEGAL INVESTMENT
The Offered Certificates will not be "mortgage related securities" within
the meaning of the Secondary Mortgage Market Enhancement Act of 1984 ("SMMEA").
In addition, institutions whose investment activities are subject to review
by certain regulatory authorities may be or may become subject to restrictions,
which may be retroactively imposed by such regulatory authorities, on the
investment by such institutions in certain forms of mortgage-backed securities.
The Depositor makes no representations as to the proper characterization of
the Offered Certificates for legal investment or other purposes, or as to the
ability of particular investors to purchase the Offered Certificates under
applicable legal investment restrictions. These uncertainties may adversely
affect the liquidity of the Offered Certificates. Accordingly, all institutions
whose investment activities are subject to legal investment laws and
regulations, regulatory capital requirements or review by regulatory authorities
should consult with their own legal advisors in determining whether and to what
extent the Offered Certificates constitute a legal investment or are subject to
investment, capital or other restrictions.
See "Legal Investment" in the Prospectus.
METHOD OF DISTRIBUTION
Subject to the terms and conditions set forth in an Underwriting Agreement,
dated June 30, 1997 (the "Underwriting Agreement"), the Underwriter has agreed
to purchase and the Depositor has agreed to sell to the Underwriter the Offered
Certificates. It is expected that delivery of the Offered Certificates will be
made only in book-entry form through the Same Day Funds Settlement System of DTC
on or about July 8, 1997 against payment therefor in immediately available
funds.
In the Underwriting Agreement, the Underwriter has agreed, subject to the
terms and conditions set forth therein, to purchase all of the Offered
Certificates if any are purchased. In the event of default by the Underwriter,
the Underwriting Agreement provides that, in certain circumstances, the
underwriting may be terminated.
The Underwriting Agreement provides that the obligation of the Underwriter
to pay for and accept delivery of its Certificates is subject to, among other
things, the receipt of certain legal opinions and to the conditions, among
others, that no stop order suspending the effectiveness of the Depositor's
Registration Statement shall be in effect, and that no proceedings for such
purpose shall be pending before or threatened by the Securities and Exchange
Commission.
The distribution of the Offered Certificates by the Underwriter may be
effected from time to time in one or more negotiated transactions, or otherwise,
at varying prices to be determined at the time of sale. Proceeds to the
Depositor from the sale of the Offered Certificates, before deducting expenses
payable by the Depositor, will be approximately 100.44% of the aggregate
principal
S-90
<PAGE> 96
balance of the Offered Certificates as of the Delivery Date, plus accrued
interest from June 9, 1997 to the Delivery Date. The Underwriter may effect such
transactions by selling its Certificates to or through dealers, and such dealers
may receive compensation in the form of underwriting discounts, concessions or
commissions from the Underwriter for whom they act as agent. In connection with
the sale of the Offered Certificates, the Underwriter may be deemed to have
received compensation from the Depositor in the form of underwriting
compensation. The Underwriter and any dealers that participate with the
Underwriter in the distribution of the Offered Certificates may be deemed to be
underwriters and any profit on the resale of the offered Certificates positioned
by them may be deemed to be underwriting discounts and commissions under the
Securities Act of 1933, as amended.
The Offered Certificates are offered by the Underwriter when, as and if
issued by the Depositor, delivered to and accepted by the Underwriter and
subject to its right to reject orders in whole or in part. It is expected that
delivery of the Offered Certificates will be made in book-entry form through the
facilities of DTC against payment therefor on or about July 8, 1997, which is
the sixth business day following the date of pricing of the Offered
Certificates. Under Rule 15c6-1 recently adopted by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended, trades in the
secondary market generally are required to settle in three business days, unless
the parties to any such trade expressly agree otherwise. Accordingly, purchasers
who wish to trade Offered Certificates on the date of pricing or the next two
succeeding business days are required, by virtue of the fact that such classes
of Certificates initially will settle in six business days, to specify an
alternate settlement cycle at the time of any such trade to prevent a failed
settlement.
The Underwriting Agreement provides that the Depositor and ACC will
indemnify the Underwriter, and that under limited circumstances the Underwriter
will indemnify the Depositor, against certain civil liabilities under the
Securities Act of 1933, as amended, or contribute to payments to be made in
respect thereof. AMRESCO, INC. will guarantee the performance of the obligations
of the Depositor and ACC under the Underwriting Agreement.
There can be no assurance that a secondary market for the Offered
Certificates will develop or, if it does develop, that it will continue. The
primary source of ongoing information available to investors concerning the
Offered Certificates will be the reports discussed herein under "Description of
the Pooling and Servicing Agreement -- Reports to Certificateholders." Except as
described herein under "Description of the Pooling and Servicing
Agreement -- Reports to Certificateholders", there can be no assurance that any
additional information regarding the Offered Certificates will be available
through any other source. In addition, the Depositor is not aware of any source
through which price information about the Offered Certificates will be generally
available on an ongoing basis. The limited nature of such information regarding
the Offered Certificates may adversely affect the liquidity of the Offered
Certificates, even if a secondary market for the Offered Certificates becomes
available.
Goldman, Sachs & Co. is not affiliated with the Depositor. However, an
affiliate of Goldman, Sachs & Co. is a limited partner of ALP, the entity that
accumulated the Mortgage Loans (other than the Central Park Loans) prior to
their securitization, which entity will transfer the Mortgage Loans (other than
the Central Park Loans) to ACC for transfer to the Depositor and subsequent
transfer to the Trust. The general partner and the other limited partner of ALP
are affiliates of the Depositor.
Certain of the Mortgage Loans have been the subject of a repurchase
transaction involving ALP and an affiliate of the Underwriter. Simultaneously
with the sale of the Certificates on the Delivery Date, all or a portion of the
net proceeds therefrom will be applied by the Depositor to acquire the Mortgage
Loans that were the subject of such repurchase transaction.
S-91
<PAGE> 97
LEGAL MATTERS
Certain legal matters will be passed upon for the Depositor by Andrews &
Kurth L.L.P., Dallas, Texas; and certain legal matters will be passed upon for
the Underwriter by Latham & Watkins, New York, New York.
RATING
It is a condition to the issuance of each class of Offered Certificates that
they be rated as set forth below by Standard & Poor's Rating Services, a
division of The McGraw-Hill Companies, Inc. ("S&P") and Fitch Investors Service,
L.P. ("Fitch"):
<TABLE>
<CAPTION>
S&P FITCH
--- -----
<S> <C> <C>
Class A1................................ AAA AAA
Class A2................................ AAA AAA
Class A3................................ AAA AAA
Class B................................. AA AA+
Class C................................. A+ AA
Class D................................. A A
Class E................................. BBB BBB
Class F................................. BBB- BBB-
</TABLE>
The ratings on mortgage pass-through certificates address the likelihood of
the receipt by holders thereof of payments to which they are entitled including
the receipt of all principal payments by the Rated Final Distribution Date. Such
ratings take into consideration the credit quality of the mortgage pool,
structural and legal aspects associated with the certificates, and the extent to
which the payment stream in the mortgage pool is adequate to make payments
required under the certificates. Such ratings on the Offered Certificates do
not, however, constitute a statement regarding frequency or likelihood of
prepayments (whether voluntary or involuntary) of the Mortgage Loans, or the
degree to which such prepayments might differ from those originally anticipated,
or the likelihood of the collection of Prepayment Premiums, and do not address
the possibility that Certificateholders might suffer a lower than anticipated
yield. See "Risk Factors" herein.
There can be no assurance as to whether any rating agency not requested to
rate the Offered Certificates will nonetheless issue a rating and, if so, what
such rating would be. A rating assigned to the Offered Certificates by a rating
agency that has not been requested by the Depositor to do so may be lower than
the rating assigned by S&P or Fitch pursuant to the Depositor's request.
The rating of the Offered Certificates should be evaluated independently
from similar ratings on other types of securities. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to revision or
withdrawal at any time by the assigning rating agency. Each security rating
should be evaluated independently of any other security rating. A security
rating does not address the frequency or likelihood of prepayments (whether
voluntary or involuntary) of Mortgage Loans, or the corresponding effect on the
yield to investors.
The ratings do not address the fact that the Pass-Through Rates on the
Offered Certificates, to the extent determined based on the Remittance Rates,
may be affected by changes therein.
S-92
<PAGE> 98
INDEX OF DEFINED TERMS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
"1994 NOI".................................................. S-38
"1995 NOI".................................................. S-38
"1996 NOI".................................................. S-38
"1996 Lender Liability Act"................................. S-20
"30/360 basis".............................................. S-5, S-64
"ACC"....................................................... S-2
"Actual On-going Capital Reserves".......................... S-38
"Available Distribution Amount"............................. S-6, S-64
"Adjusted Collateral Value"................................. S-69
"ALP"....................................................... S-3
"Amortization".............................................. S-38
"AMRESCO Services".......................................... S-2
"Anchor".................................................... S-38
"Annual Debt Service"....................................... S-38
"Asset Status Report"....................................... S-81
"Assignment of Leases and Rents"............................ S-36
"Assignment of Mortgage".................................... S-36
"ASTM"...................................................... S-30
"Available Distribution Amount"............................. S-6, S-64
"Balloon Mortgage Loan"..................................... S-4
"Balloon Payment"........................................... S-4
"Base Interest Fraction".................................... S-67
"Beneficial Owner".......................................... S-62
"Borrower".................................................. S-36
"Cede"...................................................... S-62
</TABLE>
"Central Park Loans"........................................ S-25
"CERCLA".................................................... S-20
"Certificate Account"....................................... S-85
"Certificates".............................................. i, S-2
"Clark's Hill Plaza"........................................ S-57
"Class Balance"............................................. ii
"Code"...................................................... S-12
"Collateral Value Adjustment"............................... S-8, S-69
"Collection Account"........................................ S-85
"Combined LTV".............................................. S-22
"Controlling Class Representative".......................... S-82
"CON"....................................................... S-33
"Cut-Off Date".............................................. S-2
"Cut-Off Date Principal Balance/Unit"....................... S-38
"Cut-Off Date Principal Balance"............................ S-38
"Debt Service Coverage Ratio"............................... S-38
"Defaulted Mortgage Loan"................................... S-80
"Definitive Certificate".................................... S-62
"Delivery Date"............................................. i
"Depositor"................................................. ii, S-2
"Determination Date"........................................ S-2
"Discount Rate"............................................. S-67
"Distribution Date"......................................... ii, S-2, S-64
"DOH"....................................................... S-33
"DSCR"...................................................... S-4, S-38
S-93
<PAGE> 99
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
"DTC"....................................................... iii, S-3, S-62
"DTC Registered Certificates"............................... S-3, S-62
"Due Date".................................................. S-3
"ERISA"..................................................... S-13, S-88
"ESA"....................................................... S-21, S-30
"Exemption"................................................. S-88
"Facility".................................................. S-33
"Fannie Mae"................................................ S-30
"FASIT"..................................................... S-88
"Fiscal Agent".............................................. S-2
"Fitch"..................................................... ii, S-13, S-92
"Form 8-K".................................................. S-62
"Franchise"................................................. S-38
"GLA"....................................................... S-39
"GSMC"...................................................... S-2
"Identified Deferred Maintenance"........................... S-39
"Interest Accrual Amount"................................... S-6, S-65
"Interest Distribution Amount".............................. S-5, S-65
"Licenses".................................................. S-33
"Loan-to-Value Ratio"....................................... S-37
"Lock-out Date"............................................. S-49
"Lock-out Period"........................................... S-49
"Loss Mortgage Loan"........................................ S-69
"LTV"....................................................... S-37
"LTV at Maturity"........................................... S-37
"Major Tenant Lease Expiration Date"........................ S-39
"Major Tenant Percentage of Square Feet".................... S-39
"Major Tenants"............................................. S-39
"Master Servicer"........................................... ii, S-78
"Maturity Date LTV"......................................... S-39
"Mezzanine Debt"............................................ S-22
"Midland"................................................... S-79
"Monitoring Certificateholders"............................. S-82
"Monthly Payments".......................................... S-3
"Mortgage".................................................. S-24
"Mortgage File"............................................. S-36
"Mortgage Interest Rate".................................... S-5
"Mortgage Loan File"........................................ S-84
"Mortgage Loan Purchase Agreement".......................... S-27
"Mortgage Loan Schedule".................................... S-36
"Mortgage Loans"............................................ ii, S-3
"Mortgage Note"............................................. S-24
"Mortgage Pool"............................................. ii, S-3
"Mortgaged Properties"...................................... S-3
"Mortgaged Property"........................................ S-24
"Mortgagor"................................................. S-4
"Most Subordinate Class of Certificates".................... S-86
"Net Cash Flow"............................................. S-39
"Net Prepayment Premium".................................... S-66
"Net Yield Maintenance Charge".............................. S-66
"O&M Plan".................................................. S-53
"Occupancy"................................................. S-39
</TABLE>
S-94
<PAGE> 100
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
"Offered Certificates"...................................... i
"Operator".................................................. S-33
"Ordway Loan"............................................... S-61
"Original Loan Balance"..................................... S-39
"Originators"............................................... ii, S-25
"Other Certificates"........................................ S-9
"P&I Advances".............................................. S-8, S-70
"PAR"....................................................... S-58
"Pass-Through Rate"......................................... ii, S-64
"Percentage Interest"....................................... S-64
"Permitted Exceptions"...................................... S-29
"Person".................................................... S-36
"Physical Plant Standards".................................. S-34
"Plan"...................................................... S-13, S-88
"Pooling and Servicing Agreement"........................... S-5, S-83
"prepayment"................................................ S-72
"Prepayment Interest Excess"................................ S-65
"Prepayment Interest Shortfall"............................. S-65
"Prepayment Period"......................................... S-3
"Prepayment Premium"........................................ S-4, S-49
"Principal Distribution Amount"............................. S-7, S-65
"Principal Recovery Fee".................................... S-83
"Property Protection Expenses".............................. S-70
"Rated Final Distribution Date"............................. S-3, S-71
"Realized Loss"............................................. S-69
"Reassignment of Assignment of Leases and Rents"............ S-36
"Record Date"............................................... S-2
"Remaining Lockout"......................................... S-39
"REMIC"..................................................... iii, S-12
"REMIC Regulations"......................................... S-87
"Remittance Rate"........................................... S-5, S-64
"REO Account"............................................... S-62
"REO Property".............................................. S-62
"Reserve for Deferred Maintenance".......................... S-39
"Restricted Group........................................... S-89
"Retained Interest"......................................... S-50
"Rules"..................................................... S-63
"Rustic Hills Loan"......................................... S-61
"S&P"....................................................... ii, S-13, S-92
"Scenario".................................................. S-72
"Scheduled Principal Balance"............................... S-69
"Section 42 Properties"..................................... S-16
"Sellers"................................................... S-2
"Servicing Fee"............................................. S-82
"Servicing Fee Rate"........................................ S-82
"Servicing Transfer Event".................................. S-80
"SMMEA"..................................................... S-14, S-90
"SouthTrust"................................................ S-78
"SouthTrust Loans".......................................... S-25, S-61
"SouthTrust Prepayment Premium"............................. S-66
"SouthTrust Yield Maintenance Charge"....................... S-66
"SPE"....................................................... S-52
</TABLE>
S-95
<PAGE> 101
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
"Special Servicer".......................................... ii
"Special Servicing Fee"..................................... S-83
"Specially Serviced Mortgage Loan".......................... S-12, S-80
"Spread Rate"............................................... S-67
"Table Assumptions"......................................... S-72
"Third-Party Payors' Programs".............................. S-34
"Trust Fund"................................................ ii
"Trustee"................................................... S-2
"Underwriter"............................................... i, S-89
"Underwriting Agreement".................................... S-90
"Underwritten NOI".......................................... S-40
"Underwritten Occupancy".................................... S-40
"Union Plaza"............................................... S-54
"Unit"...................................................... S-40
"Unit of Measure"........................................... S-40
"Value"..................................................... S-40
"Weighted Average Mortgage Interest Rate"................... S-40
"Weighted Average Original Amortization Term"............... S-37
"Year Built/Renovated"...................................... S-40
"Yield Maintenance Charge".................................. S-4, S-49
</TABLE>
S-96
<PAGE> 102
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<PAGE> 103
[This page intentionally left blank.]
<PAGE> 104
ANNEX A
CERTAIN CHARACTERISTICS
OF THE MORTGAGE LOANS
<PAGE> 105
<TABLE>
<CAPTION>
CUMULATIVE
% OF TOTAL % OF TOTAL
CUT-OFF DATE CUT-OFF DATE
PRINCIPAL PRINCIPAL
ASSET LOAN LOAN LOAN
# BALANCE BALANCE # PROPERTY NAME ADDRESS CITY
- ----- ------------ ------------ ---------- ------------------------------ ---------------------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
1 4.67% 4.67% 400027517 Princess Anne Plaza East/West 3300 Virginia Beach Virginia Beach
Boulevard
2 3.80% 8.46% 4039 Union Plaza East 71st St & South Mingo Tulsa
Rd
3 3.64% 12.10% 400027495 Ordway Building One Kaiser Plaza Oakland
4 3.11% 15.21% 40027500 River Oaks Plaza 1400 West Gray Avenue Houston
5 2.61% 17.82% 800000111 Hideaway Bay Club Apartments 3815 Hideaway Bay Blvd. Kissimmee
6 2.48% 20.31% 400027525 Shenandoah Woods/Ashley
6 400027525A Shenandoah Woods 4250 West 34th Street Houston
6 400027525B Ashley Square 6330 Windswept Houston
6 400027525C Unity Pointe 6370 Windswept Houston
6 400027525D Hidden Pines 630 Skyline Houston
6 400027525E Southern Oaks 6353 Skyline Houston
7 2.44% 22.75% 800000101 Lake Tivoli Apartments 851 Lake Tivoli Boulevard Kissimmee
8 2.43% 25.19% 800000112 The Park South Apartments 4700 Walden Circle Orlando
9 2.18% 27.36% 400027543 Shoreview Nursing Home 2865 Brighton 3rd. St. Brooklyn
10 2.13% 29.50% 400028214 Arbor of Apts
10 400028214A Arbors of Taylor Apts. 201 Highland Drive Taylor
10 400028214B Arbors of Corsicana I Apts. 1300 North 45th Street Corsicana
10 400028214C Arbors of Cleburne I Apts. 815 Woodard Street Cleburne
10 400028214D Arbors of Corsicana II Apts. 1300 North 45 Street Corsicana
10 400028214E Arbors of Cleburne II Apts. 815 Woodward Street Cleburne
10 400028214F Arbors of Burleson Apts. 355 NW Hillery Street Burleson
11 2.12% 31.62% 400027544 Soo Line Building 105 South Fifth Minneapolis
12 2.01% 33.63% 40027548 Park Place Apartments 1980 Pauline Apartments Ann Arbor
13 1.96% 35.59% 400027551 South Bay Office Tower 3031 Tisch Way San Jose
14 1.95% 37.54% 800000110 The Chatham Landing Apartments 2550 Alafaya Trail Orlanda
15 1.90% 39.44% 800000103 Wynbridge Apartments 1500 Holcomb Bridge Road Norcross
16 1.79% 41.23% 400027564 Compton Court Apartments 315 South Richey Pasadena
17 1.76% 42.99% 400027576 Bristol Park Apartments 4414 S. Garnett Tulsa
18 1.75% 44.74% 800000106 Westwood Apartments 6259 Norcross-Tucker Road Atlanta
19 1.75% 46.49% 400027507 Preston Del Norte I Apartments 5811 Beltline Road Dallas
20 1.73% 48.22% 400027518 Georgetown Suites -- Main Bldg 1111 30th Street, N.W. Washington
21 1.72% 49.94% 400027563 The Columns Apartments 621 South Richey Street Pasadena
22 1.58% 51.53% 800000108 Wynfield Apartments 3360 Mountain Drive Atlanta
23 1.43% 52.95% 400028209 Rustic Hills Shopping Center 1605-1749 North Academy Colorado Springs
Blvd.
24 1.45% 54.40% 400027574 Foxfire Apartments 7324 S. Wheeling Tulsa
25 1.41% 55.82% 400027555 Georgetown Manor Apartments 260 Christiana Rd New Castle
26 1.36% 57.18% 400027575 Chapparal Creek Apartments 2102 East 51st Street Tulsa
27 1.31% 58.49% 400028215 Hopedale Airport Industrial PK 1 Airport Road Hopedale
28 1.25% 59.74% 400027567 Asset Marketing Building 14101 Southcross Drive Burnsville
29 1.24% 60.98% 400027504 Briarcliff Apartments 4805 Transit Road Lancaster
30 1.13% 62.10% 400027520 West Airport Centre 7263-7391 NW 36th. St. Miami
31 1.12% 63.23% 400027554 West End Terrace Apartments 4481 Maryland Ave. St. Louis
32 1.09% 64.31% 400027512 10551 Barkley Building 10551 Barkley Overland Park
33 1.05% 65.37% 800000114 Springfield West Apartments 9500 Brightway Court Richmond
34 1.05% 66.41% 400027534 Georgetown Suites -- Harbor 1000 29th Street N.W. Washington
Blvd
35 0.94% 67.36% 800000113 Squire Hill II Apartments 100 Old Brook Road Charlottesville
36 0.94% 68.29% 400027559 Arlington Park Square 3725 South Cooper St. Arlington
37(1) 0.93% 69.23% 400027519 Warrenville Town Center 4 Mount Bethel Road Warren
38 0.92% 70.15% 800000115 Avondale Crossing Apartments 260 Northern Avenue Atlanta
39 0.91% 71.06% 400027514 Fayetteville Hilton Hotel 70 North East Street Fayetteville
40 0.90% 71.96% 400027529 Willows Apartments 1100 Willow Springs Road Killeen
41 0.89% 72.85% 400027522 Oconomowoc Plaza Shopping Ctr 1408-1450 E. Summitt Avenue Oconomowoc
42 0.83% 73.68% 400027565 Volker Building 1773 South 300 West Salt Lake City
43 0.81% 74.49% 800000107 Country Oaks Apartments 3101 NW 150th Street Oklahoma City
44 0.81% 75.30% 400027505 The Triad Building 1400 Millersport Highway Amherst
45 0.80% 76.10% 400027546 Hitchcock Plaza 185 Boston Post Road Orange
46 0.80% 76.90% 400027501 North Tucson Business Center 2350 West River Park Drive Tucson
47 0.77% 77.67% 800000102 Northgate Club Apartments 4300 Atoll Court Naples
48 0.73% 78.39% 400027506 Bethpage Plaza Shopping Center 546-598 Stewart Avenue Bethpage
49 0.74% 79.13% 4030 Home Resources Building 46 Industrial Road Leonminster
50 0.69% 79.82% 400027577 Tower Crossing Apartments 4404 S. 109th Street Tulsa
51(1) 0.69% 80.50% 400027538 New Meadows Apartments 134 Knox Marsh Road Dover
52 0.68% 81.19% 800000109 Tempo 2000 Apartments 3524 Buford Highway Atlanta
53 0.67% 81.85% 400027486 Pacific South Center 15245 Pacific Highway South Seattle
54 0.67% 82.52% 400027573 Rubin Building 1101 Harney Street Omaha
<CAPTION>
ASSET
# STATE ZIP
- ----- ----- -----
<S> <C> <C>
1 VA 23432
2 OK 74133
3 CA 94612
4 TX 77019
5 FL 34741
6
6 TX 77092
6 TX 77057
6 TX 77057
6 TX 77057
6 TX 77057
7 FL 34741
8 FL 32801
9 NY 11235
10
10 TX 76574
10 TX 75110
10 TX 76031
10 TX 75110
10 TX 76031
10 TX 76028
11 MN 55402
12 MI 48103
13 CA 95128
14 FL 32826
15 GA 30092
16 TX 77506
17 OK 74146
18 GA 30084
19 TX 75240
20 DC 20007
21 TX 77506
22 GA 30032
23 CO 80909
24 OK 74136
25 DE 19720
26 OK 74105
27 MA 01747
28 MN 55337
29 NY 14043
30 FL 33166
31 MO 63108
32 KS 66212
33 VA 23294
34 DC 20007
35 VA 22901
36 TX 76015
37(1 NJ 07059
38 GA 30002
39 AR 72701
40 TX 76542
41 WI 53066
42 UT 84115
43 OK 73134
44 NY 14221
45 CT 06477
46 AZ 85705
47 FL 33999
48 NY 11714
49 MA 04153
50 OK 74146
51(1 NH 03820
52 GA 30329
53 WA 98188
54 NE 68154
- ---------------
</TABLE>
(1) The number of lockout periods for these loans were calculated based on the
origination date and not the first payment date in the loan documents.
(2) Numbers indicate last month of each penalty from the first payment date. For
example, LO-48, YM2-96 implies lockout for 48 months followed by yield
maintenance through the 96th month.
(3) For YM1 -- Yield Maintenance is calculated by multiplying the prepayment
amount by the difference between a yield rate (as specified in the note) and
the current coupon multiplied by the present value factor.
For YM2 -- Yield Maintenance is calculated as the present value of the
remaining payments of principal and interest at a discount rate (as
specified in the note) less the amount of principal being prepaid.
(4) Chase Manhattan Mortgage & Realty Trust
<PAGE> 106
<TABLE>
<CAPTION>
CUMULATIVE
% OF TOTAL % OF TOTAL
CUT-OFF DATE CUT-OFF DATE
PRINCIPAL PRINCIPAL
ASSET LOAN LOAN LOAN
# BALANCE BALANCE # PROPERTY NAME ADDRESS CITY
- ----- ------------ ------------ ---------- ------------------------------ ---------------------------- -----------------
<S> <C> <C> <S> <C> <C> <C>
55 0.67% 83.19% 400027572 Port Allen Care Center 403 15th Street Port Allen
56 0.66% 83.84% 400027491 Plaquemine Caring Center 59215 River West Drive Plaquemine
57 0.63% 84.47% 400027531 Union Station Plaza 240-280 St. John Street Portland
58 0.62% 85.09% 400027539 Harbor Plaza 261 Commercial St Portland
59 0.62% 85.71% 400027536 CliniComp Building 9655 Towne Center Drive San Diego
60 0.62% 86.33% 400027523 Poe Building 2432 Grand Concourse Bronx
61 0.59% 86.92% 400027511 Two Bunch Palms Resort & Spa 67-425 Two Bunch Palms Trail Desert Hot
Springs
62 0.58% 87.51% 400027557 Clarks Hill Plaza 800 East Main Street Stamford
63 0.58% 88.09% 400027499 Seaford Village Shopping Ctr 602-660 North Dual Hwy (Rt Seaford
13)
64 0.58% 88.66% 800000116 Hidden Village Apartments 3890 East Ponce De Leon Ave. Atlanta
65 0.57% 89.23% 400027516 Michelle/Hillcourt Apt
65 400027516A Michelle Apartments 940 North 98th Street Seattle
65 400027516B Hillcourt Apartments 3022 NE 140th St. Seattle
66 0.57% 89.80% 400027497 Campus Common South Apts 1405 NE Merman Drive Pullman
67 0.54% 90.34% 400027579 The Tower Retail Center 1201 Westheimer Road Houston
68 0.52% 90.86% 400027535 Beehive I/II Mini Stor
68 400027535A Beehive I Mini-Storage 12519 South Minuteman Dr. Draper
68 400027535B Beehive II Mini-Storage 2242 South 800 West Woods Cross
69 0.52% 91.38% 400027498 Spring Creek Village Apartment 919 Northwood Baytown
70 0.47% 91.84% 400027492 Quality Markets -- Tonawanda 1717 Sheridan Drive Tonawanda
71 0.46% 92.30% 400027496 Acadian-Perkins Plaza 3165 South Acadian Thruway Baton Rouge
72 0.44% 92.74% 400027487 Carrier Crossing Shopping Ctr 817 W. Highway 303 Grand Prairie
73 0.44% 93.17% 400027526 Fairfield Gardens Apartments 306 Plaza Drive Dover
74 0.41% 93.59% 400027528 Robious Hall Shopping Center 10012-60 Robious Road Midlothian
75 0.40% 93.99% 400027521 Bergen Brunswick Building 501 W. 44th Avenue Denver
76 0.36% 94.35% 400027509 Southwest Terrace Apartments 10200 West Bellfort Houston
77 0.35% 94.70% 400027493 St. Michaels Shopping Center 1001 Green Oaks Blvd., N.E. Arlington
78 0.33% 95.03% 800000104 Terrace Hills Apartments 1000 Thompson Place Nashville
79 0.32% 95.35% 400027510 Canyon Club Apartments 11500 Green Plaza Dr. Houston
80 0.32% 95.67% 4038 Bentley Court Apartments 1000 Bentley Court Columbia
81 0.32% 95.99% 400027530 Sausalito Apartments 16250 Imperial Valley Houston
82 0.31% 96.30% 400027494 St. Michael's of Bedford 2900 State Highway 121 Bedford
83 0.31% 96.61% 800000105 Towncreek Apartments 3366 Atlanta Street Smyrna
84 0.30% 96.91% 400027556 Fay's Plaza 61-79 Fulton Street Middletown
85 0.30% 97.21% 400027541 GC International Building 4671 Calle Carga Camarillo
86 0.29% 97.49% 400027561 Whispering Oaks Apartments 1200 West Loop 336 North Conroe
87 0.27% 97.76% 400027571 Preston del Norte, Phase II 5811 Beltline, Suite 2052 Dallas
88 0.27% 98.04% 400027570 Southwind Apartments 1901 Richter Avenue Waco
89 0.26% 98.30% 400027488 Coral Springs Plaza 2355-2367 N. University Coral Springs
Drive
90 0.24% 98.53% 400027502 The Travel Inn Motel 800 East Burnside St. Portland
91 0.24% 98.77% 400027566 Vineyard Gardens Apartments 7473 Callaghan Road San Antonio
92 0.23% 99.00% 400027553 Northgate Apartments 36 Farmington Road/Route 11 Rochester
93 0.21% 99.21% 400027490 Andresen Warehouse 2700 N.E. Andresen Road Vancouver
94 0.21% 99.42% 4045 Stonehenge Office Building 8215 Roswell Road Atlanta
95 0.20% 99.62% 400027537 UPS Building 626 Sandy Lake Road Coppell
96 0.20% 99.82% 400027503 Quality Markets Lockport 7134 Rochester Road Town of Lockport
97 0.18% 100.00% 400027552 Georgetown Apartments 2405 Stanford Road Panama City
<CAPTION>
<S> <C> <C>
55 LA 70767
56 LA 70764
57 ME 04102
58 ME 04101
59 CA 92121
60 NY 10458
61 CA 92240
62 CT 06902
63 DE 19973
64 GA 30021
65
65 WA 98103
65 WA 98125
66 WA 99163
67 TX 77006
68
68 UT 84020
68 UT 84087
69 TX 77521
70 NY 14223
71 LA 70808
72 TX 75051
73 NH 03820
74 VA 23235
75 CO 80216
76 TX 77031
77 TX 76006
78 TN 37217
79 TX 77038
80 SC 29210
81 TX 77060
82 TX 76021
83 GA 30080
84 NY 10940
85 CA 93012
86 TX 77301
87 TX 75240
88 TX 76711
89 FL 33071
90 OR 97214
91 TX 78229
92 NH 03867
93 WA 98661
94 GA 30350
95 TX 75019
96 NY 14094
97 FL 32405
</TABLE>
<PAGE> 107
<TABLE>
<CAPTION>
ORIGINAL CUT-OFF DATE
MORTGAGE PRINCIPAL PRINCIPAL CUT-OFF DATE
LOAN LOAN LOAN PRINCIPAL
PROPERTY TYPE ORIGINATOR SELLER BALANCE BALANCE BALANCE/UNIT
- --------------------------------------------- --------------------- -------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Retail, Anchored AMRESCO AMRESCO 22,500,000 22,419,415 76
Retail, Anchored Neighborhood/Community Central Park Capital GSMC 18,225,000 18,219,524 54
Center
Office, General Urban GE Pension Trust(4) AMRESCO 47,000,000 17,467,554 35
Retail, Discount/Outlet Mall AMRESCO AMRESCO 14,990,000 14,925,461 84
Multifamily, 200+ Units SouthTrust AMRESCO 12,600,000 12,534,149 32,641
AMRESCO AMRESCO 11,960,000 11,923,181 14,177
Multifamily, 200+ Units AMRESCO AMRESCO
Multifamily, 37 - 200 Units AMRESCO AMRESCO
Multifamily, 37 - 200 Units AMRESCO AMRESCO
Multifamily, 37 - 200 Units AMRESCO AMRESCO
Multifamily, 37 - 200 Units AMRESCO AMRESCO
Multifamily, 200+ Units SouthTrust AMRESCO 11,800,000 11,733,138 37,606
Multifamily, 200+ Units SouthTrust AMRESCO 11,750,000 11,688,491 29,221
Nursing Home, Skilled/Intermediate Care AMRESCO AMRESCO 10,500,000 10,451,697 32,662
AMRESCO AMRESCO 10,250,000 10,243,791 21,341
Multifamily, 37 - 200 Units AMRESCO AMRESCO
Multifamily, 37 - 200 Units AMRESCO AMRESCO
Multifamily, 37 - 200 Units AMRESCO AMRESCO
Multifamily, 37 - 200 Units AMRESCO AMRESCO
Multifamily, 37 - 200 Units AMRESCO AMRESCO
Multifamily, 37 - 200 Units AMRESCO AMRESCO
Office, w/Retail AMRESCO AMRESCO 10,235,000 10,189,798 36
Multifamily, 200+ Units AMRESCO AMRESCO 9,650,000 9,650,000 30,929
Office, General Suburban AMRESCO AMRESCO 9,450,000 9,404,761 57
Multifamily, 200+ Units SouthTrust AMRESCO 9,400,000 9,350,793 35,420
Multifamily, 200+ Units SouthTrust AMRESCO 9,200,000 9,141,951 33,610
Multifamily, 200+ Units AMRESCO AMRESCO 8,585,000 8,574,753 14,939
Multifamily, 200+ Units AMRESCO AMRESCO 8,462,270 8,446,102 16,496
Multifamily, 200+ Units SouthTrust AMRESCO 8,500,000 8,417,420 29,227
Multifamily, 200+ Units AMRESCO AMRESCO 8,430,000 8,398,556 29,162
Lodging, Suites AMRESCO AMRESCO 8,350,000 8,321,619 61,188
Multifamily, 200+ Units AMRESCO AMRESCO 8,265,000 8,255,135 16,061
Multifamily, 200+ Units SouthTrust AMRESCO 7,650,000 7,607,089 22,374
Retail, Anchored Neighborhood/Community Bank of America AMRESCO 7,000,000 6,854,721 29
Center
Multifamily, 200+ Units AMRESCO AMRESCO 6,970,850 6,957,532 15,813
Multifamily, 200+ Units AMRESCO AMRESCO 6,800,000 6,789,000 16,242
Multifamily, 200+ Units AMRESCO AMRESCO 6,556,730 6,544,203 17,042
Industrial/Warehouse, w/Office Multiple AMRESCO AMRESCO 6,300,000 6,294,655 23
Tenant
Office, w/Warehouse AMRESCO AMRESCO 6,000,000 5,996,909 58
Multifamily, 200+ Units AMRESCO AMRESCO 5,970,000 5,944,824 23,875
Retail, Unanchored Neighborhood/Community AMRESCO AMRESCO 5,420,000 5,405,773 82
Center
Multifamily, 37 - 200 Units AMRESCO AMRESCO 5,407,605 5,396,756 27,676
Office, General Suburban AMRESCO AMRESCO 5,240,000 5,211,473 60
Multifamily, 37 - 200 Units SouthTrust AMRESCO 5,081,006 5,052,719 25,519
Lodging, Suites AMRESCO AMRESCO 5,050,000 5,032,836 62,910
Multifamily, 37 - 200 Units SouthTrust AMRESCO 4,557,427 4,527,507 28,475
Retail, Unanchored Neighborhood/Community AMRESCO AMRESCO 4,500,000 4,492,022 51
Center
Retail, Anchored Neighborhood/Community AMRESCO AMRESCO 4,500,000 4,483,977 97
Center
Multifamily, 37 - 200 Units SouthTrust AMRESCO 4,450,000 4,431,341 28,406
Lodging, Full Service AMRESCO AMRESCO 4,400,000 4,370,295 18,597
Multifamily, 200+ Units AMRESCO AMRESCO 4,350,000 4,329,278 18,661
Retail, Anchored Neighborhood/Community AMRESCO AMRESCO 4,275,000 4,253,600 30
Center
Office, w/Warehouse AMRESCO AMRESCO 4,000,000 3,992,849 42
Multifamily, 37 - 200 Units SouthTrust AMRESCO 3,925,000 3,906,085 22,194
Mixed Use (all types in comments) AMRESCO AMRESCO 3,890,000 3,867,669 34
Retail, Unanchored Neighborhood/Community AMRESCO AMRESCO 3,860,000 3,845,653 70
Center
Industrial/Warehouse, w/Office Multiple AMRESCO AMRESCO 3,850,000 3,824,535 41
Tenant
Multifamily, 37 - 200 Units SouthTrust AMRESCO 3,725,000 3,693,451 30,779
Retail, Anchored Neighborhood/Community AMRESCO AMRESCO 3,500,000 3,486,797 47
Center
Industrial/Warehouse, w/Office Single Tenant Central Park Capital GSMC 3,535,000 3,535,000 15
Multifamily, 200+ Units AMRESCO AMRESCO 3,310,150 3,303,826 15,295
Multifamily, 37 - 200 Units AMRESCO AMRESCO 3,300,000 3,292,438 20,199
Multifamily, 37 - 200 Units SouthTrust AMRESCO 3,300,000 3,284,513 25,660
Retail, w/Office AMRESCO AMRESCO 3,225,000 3,198,860 56
Multifamily, w/Retail AMRESCO AMRESCO 3,200,000 3,200,000 84,211
</TABLE>
<PAGE> 108
<TABLE>
<CAPTION>
ORIGINAL CUT-OFF DATE
MORTGAGE PRINCIPAL PRINCIPAL CUT-OFF DATE
LOAN LOAN LOAN PRINCIPAL
PROPERTY TYPE ORIGINATOR SELLER BALANCE BALANCE BALANCE/UNIT
- --------------------------------------------- --------------------- -------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Nursing Home, Skilled/Intermediate Care AMRESCO AMRESCO 3,200,000 3,194,604 25,557
Nursing Home, Skilled/Intermediate Care AMRESCO AMRESCO 3,185,000 3,159,457 17,951
Retail, Unanchored Neighborhood/Community AMRESCO AMRESCO 3,010,000 3,002,075 28
Center
Office, w/Retail AMRESCO AMRESCO 3,000,000 2,992,280 54
Office, Condominium AMRESCO AMRESCO 3,000,000 2,989,050 76
Office, w/Retail AMRESCO AMRESCO 3,000,000 2,971,578 17
Lodging, Resort AMRESCO AMRESCO 2,850,000 2,830,820 62,907
Retail, Unanchored Neighborhood/Community AMRESCO AMRESCO 2,800,000 2,797,713 126
Center
Retail, Anchored Neighborhood/Community AMRESCO AMRESCO 2,800,000 2,779,986 15
Center
Multifamily, 37 - 200 Units SouthTrust AMRESCO 2,800,000 2,773,493 20,698
AMRESCO AMRESCO 2,750,000 2,741,129 22,843
Multifamily, 37 - 200 Units AMRESCO AMRESCO
Multifamily, 37 - 200 Units AMRESCO AMRESCO
Multifamily, 37 - 200 Units AMRESCO AMRESCO 2,750,000 2,729,015 27,290
Retail, Unanchored Neighborhood/Community AMRESCO AMRESCO 2,585,000 2,582,818 95
Center
AMRESCO AMRESCO 2,500,000 2,492,941 5,248
Self-Storage/Mini-Storage, 251 - 500 Units AMRESCO AMRESCO
Self-Storage/Mini-Storage, 1 - 250 Units AMRESCO AMRESCO
Multifamily, 200+ Units AMRESCO AMRESCO 2,500,000 2,484,166 7,911
Retail, Free Standing AMRESCO AMRESCO 2,280,000 2,241,106 42
Retail, Unanchored Neighborhood/Community AMRESCO AMRESCO 2,200,000 2,185,688 30
Center
Retail, Anchored Neighborhood/Community AMRESCO AMRESCO 2,119,600 2,104,721 49
Center
Multifamily, 37 - 200 Units AMRESCO AMRESCO 2,100,000 2,095,188 16,672
Retail, Anchored Neighborhood/Community AMRESCO AMRESCO 2,000,000 1,990,316 32
Center
Industrial/Warehouse, w/Office Single Tenant AMRESCO AMRESCO 1,950,000 1,941,084 13
Multifamily, 200+ Units AMRESCO AMRESCO 1,740,000 1,736,599 6,946
Retail, Unanchored Neighborhood/Community AMRESCO AMRESCO 1,685,000 1,670,576 32
Center
Multifamily, 37 - 200 Units SouthTrust AMRESCO 1,600,000 1,573,344 14,843
Multifamily, 200+ Units AMRESCO AMRESCO 1,560,000 1,556,951 6,487
Multifamily, 37 - 200 Units Central Park Capital GSMC 1,525,000 1,523,317 31,736
Multifamily, 37 - 200 Units AMRESCO AMRESCO 1,525,000 1,518,795 7,994
Retail, Unanchored Neighborhood/Community AMRESCO AMRESCO 1,505,000 1,492,117 47
Center
Multifamily, 37 - 200 Units SouthTrust AMRESCO 1,500,000 1,491,747 21,311
Retail, Free Standing AMRESCO AMRESCO 1,450,000 1,446,168 107
Industrial/Warehouse, w/Office Single Tenant AMRESCO AMRESCO 1,435,000 1,431,196 31
Multifamily, 37 - 200 Units AMRESCO AMRESCO 1,370,000 1,369,000 9,779
Multifamily, 37 - 200 Units AMRESCO AMRESCO 1,300,000 1,299,293 24,061
Multifamily, 37 - 200 Units AMRESCO AMRESCO 1,300,000 1,298,574 13,251
Retail, Unanchored Strip Center AMRESCO AMRESCO 1,250,000 1,248,990 65
Lodging, Super Budget AMRESCO AMRESCO 1,150,000 1,144,123 13,953
Multifamily, 37 - 200 Units AMRESCO AMRESCO 1,145,000 1,142,860 15,444
Multifamily, 37 - 200 Units AMRESCO AMRESCO 1,100,000 1,097,479 12,194
Industrial/Warehouse, w/Office Multiple AMRESCO AMRESCO 1,021,000 1,014,491 20
Tenant
Office, General Suburban Central Park Capital GSMC 1,000,000 999,167 67
Office, Other AMRESCO AMRESCO 980,000 975,516 29
Retail, Grocery Store AMRESCO AMRESCO 950,000 943,456 20
Multifamily, 37 - 200 Units AMRESCO AMRESCO 870,000 866,575 19,695
-----------
480,085,034
</TABLE>
<PAGE> 109
<TABLE>
<CAPTION>
1996 PERIOD
1994 NOI 1995 NOI 1996 NOI NOI U/W NOI
--------- --------- --------- ----------- ---------
<C> <C> <C> <C> <C>
-- 1,600,704 2,157,873 12/31/96 2,941,596
-- 1,530,527 2,457,316 02/28/97 2,380,014
-- 6,138,126 5,532,449 12/31/96 4,361,960
1,234,187 1,889,173 2,154,111 12/31/96 2,134,260
1,331,753 1,457,382 1,469,891 11/30/96 1,562,031
1,083,426 1,431,984 1,459,540 1,687,649
363,643 465,416 425,402 12/31/96 525,713
118,532 159,648 161,859 12/31/96 198,487
64,792 125,177 129,301 12/31/96 156,528
256,072 333,673 366,296 12/31/96 394,778
280,387 348,070 376,682 12/30/96 412,143
1,012,428 809,619 1,245,424 12/31/96 1,174,600
1,357,264 1,444,883 1,592,415 11/30/96 1,574,386
1,418,544 1,614,929 4,375,699 12/31/96 2,234,202
1,294,652 1,373,159 1,333,079
242,900 269,431 12/31/96 260,312
234,849 228,480 12/31/96 237,312
203,672 236,949 12/31/96 223,947
224,572 233,381 12/31/96 229,009
192,572 204,092 12/31/96 194,019
195,907 200,826 12/31/96 188,480
965,531 1,274,486 1,278,886 12/31/96 1,414,852
-- 998,822 956,561 12/31/96 1,251,327
1,066,457 1,145,497 1,585,539 12/31/96 1,624,140
1,063,290 1,136,061 1,160,168 11/30/96 1,180,368
505,088 866,843 824,176 12/31/96 1,035,932
131,114 242,537 897,663 12/31/96 1,022,789
-- 1,071,966 1,062,119 12/31/96 1,064,297
302,528 818,813 808,510 12/31/96 844,655
1,209,053 1,204,096 1,036,122 12/31/96 1,107,923
986,283 1,520,849 1,422,561 10/31/96 1,501,903
95,745 332,580 870,488 12/31/96 1,089,844
-- (41,479) 790,489 12/31/96 1,000,355
750,531 796,357 1,014,045 12/31/96 1,012,632
-- 996,554 849,105 12/31/96 822,861
-- 693,182 843,421 12/31/96 917,343
-- 602,448 794,449 12/31/96 849,813
1,001,591 829,898 1,109,737 12/31/96 1,007,119
-- -- 849,250 12/31/96 805,594
720,161 724,086 685,829 12/31/96 760,233
767,792 838,805 913,070 12/31/96 791,404
570,523 643,997 670,086 12/31/96 735,528
931,941 908,500 778,360 12/31/96 779,123
735,509 718,004 661,921 11/30/96 632,611
969,799 1,011,414 996,504 10/31/96 887,868
422,159 465,533 667,741 12/31/96 675,045
731,061 890,876 797,319 12/31/96 828,061
682,991 554,680 830,230 12/31/96 625,738
236,146 496,080 497,156 12/31/96 612,341
1,241,321 1,259,106 1,097,913 12/31/96 946,818
472,015 627,639 601,891 12/31/96 600,174
638,084 628,355 629,911 12/31/96 594,641
511,967 560,584 549,561 12/31/96 531,812
-- 425,653 445,685 12/31/96 480,229
462,338 404,085 440,072 12/31/96 535,467
482,259 468,427 484,779 12/31/96 614,798
449,920 555,468 661,654 12/31/96 597,141
406,890 442,231 448,156 12/31/96 430,092
597,095 638,946 580,292 12/31/96 547,698
875,507 869,762 630,284 11/30/96 533,265
-- 392,861 385,590 12/31/96 415,849
-- 368,269 573,689 12/31/96 509,995
-- 392,535 426,991 12/31/96 403,686
510,921 613,584 518,940 12/31/96 533,595
-- -- 339,419 12/31/96 416,937
</TABLE>
<PAGE> 110
<TABLE>
<CAPTION>
1996 PERIOD
1994 NOI 1995 NOI 1996 NOI NOI U/W NOI
--------- --------- --------- ----------- ---------
<C> <C> <C> <C> <C>
-- 687,970 948,884 12/31/96 635,859
-- 543,946 663,929 08/31/96 626,284
376,272 465,021 503,007 12/31/96 526,777
171,688 275,300 322,358 12/31/96 443,665
496,399 491,707 489,186 12/31/96 427,318
863,899 1,053,900 1,110,089 12/31/96 802,095
504,122 585,069 732,586 09/30/96 725,822
415,976 415,976 467,431 12/31/96 409,030
508,637 554,823 552,513 06/30/96 507,644
-- 261,460 339,231 12/31/96 407,943
237,399 290,431 283,237 321,762
12/31/96
12/31/96
469,662 469,421 467,908 12/31/96 454,913
-- -- 216,500 12/31/96 403,429
-- 447,291 503,588 438,417
12/31/96
12/31/96
33,102 348,910 454,212 12/31/96 380,571
395,754 386,573 386,682 12/31/96 365,720
412,423 437,059 332,224 12/31/96 371,797
252,891 282,362 367,543 12/31/96 335,075
228,324 311,300 337,386 12/31/96 333,477
267,743 318,022 352,011 12/31/96 322,614
-- -- 216,110 12/31/96 292,052
-- 325,305 298,583 12/31/96 300,074
-- 381,443 337,928 06/30/96 342,303
242,969 235,810 190,557 12/31/96 238,272
-- 319,059 316,815 12/31/96 301,531
196,673 195,938 176,271 12/31/96 195,259
174,946 160,645 216,221 12/31/96 244,407
-- 297,002 273,317 06/30/96 275,503
161,113 175,418 202,171 12/31/96 192,382
-- -- -- 192,614
177,144 171,444 192,048 12/31/96 196,718
-- 35,387 207,411 12/31/96 202,056
57,185 110,465 131,445 12/31/96 174,096
-- 166,374 199,983 12/31/96 175,359
-- 147,000 72,865 12/31/96 187,775
-- 215,531 336,304 11/30/96 236,302
-- 82,063 152,624 12/31/96 165,059
-- -- 178,568 12/31/96 189,574
114,436 111,549 129,877 12/31/96 161,799
-- 125,602 124,800 12/31/96 147,144
-- -- 156,878 12/31/96 156,568
132,124 146,290 155,754 12/31/96 140,681
107,145 123,050 135,933 12/31/96 119,973
</TABLE>
<PAGE> 111
<TABLE>
<CAPTION>
ANNUAL
DEBT MORTGAGE
1994 REV 1995 REV 1996 REV U/W REV NET CASH FLOW DSCR SERVICE RATE
- ---------- ---------- ---------- ------------- ------------- ---- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
951,154 1,856,636 2,760,122 3,663,325.00 2,847,918.00 1.33 2,141,380 8.67%
-- 1,679,205 2,778,870 2,811,372.00 2,281,587.00 1.30 1,754,992 8.97%
6,180,496 11,431,571 10,933,697 9,844,441.00 3,316,055.00 0.99 3,348,809 8.50%
1,566,502 2,605,070 3,055,104 3,042,875.00 2,055,128.00 1.48 1,386,948 8.53%
2,248,256 2,395,452 2,552,811 2,575,316.00 1,466,031.00 1.26 1,165,813 8.53%
3,627,550 4,378,012 4,535,676 4,781,364.00 1,432,826.00 1.30 1,102,528 8.49%
1,125,123 1,202,920 1,197,479 1,303,997.00 455,417.00
558,516 596,917 632,696 667,302.00 163,036.00
44,912 549,226 600,661 619,960.00 123,501.00
949,851 1,015,594 1,053,099 1,087,295.00 338,723.00
949,148 1,013,355 1,051,741 1,102,810.00 352,149.00
1,690,027 1,746,250 2,245,541 2,173,486.00 1,095,040.00 1.01 1,083,768 8.45%
2,339,165 2,419,090 2,669,137 2,634,552.00 1,488,386.00 1.37 1,087,167 8.53%
18,975,902 20,481,884 23,550,767 21,223,745.00 2,154,202.00 1.92 1,123,142 8.87%
2,464,146 2,545,848 2,536,666.00 1,237,079.00 1.31 945,764 8.50%
456,515 478,296 474,600.00 242,712.00
417,614 417,796 432,646.00 221,312.00
395,343 427,490 419,490.00 207,947.00
416,394 418,229 418.844.00 213,009.00
380,224 393,332 387,954.00 178,019.00
398,056 410,705 403,132.00 174,080.00
2,890,528 3,060,839 3,070,711 3,000,254.00 1,315,048.00 1.26 1,043,346 9.15%
372,033 1,926,240 1,880,794 2,230,046.00 1,188,927.00 1.35 880,572 8.38%
2,395,166 2,560,438 3,046,220 2,962,372.00 1,294,595.00 1.40 925,387 8.66%
1,727,783 1,789,654 1,901,710 1,902,083.00 1,101,168.00 1.27 869,734 8.53%
-- 1,723,438 1,808,844 1,957,269.00 977,452.00 1.10 892,278 9.05%
131,114 1,973,479 2,601,922 2,761,912.00 907,989.00 1.14 798,715 8.59%
-- 1,927,088 1,973,308 2,020,632.00 961,897.00 1.26 765,748 8.29%
-- 1,966,061 1,983,632 1,953,152.00 749,903.00 1.00 751,998 8.05%
2,330,583 2,272,526 2,360,261 2,353,406.00 947,953.00 1.22 774,967 8.46%
986,283 4,230,492 4,439,231 4,439,231.00 1,324,334.00 1.53 865,713 9.36%
95,475 2,018,248 2,427,919 2,649,377.00 987,044.00 1.28 768,943 8.59%
-- 1,199,984 1,878,208 2,004,645.00 928,955.00 1.32 705,863 8.50%
1,073,957 1,148,744 1,328,380 1,368,229.00 833,660.00 1.20 695,172 8.83%
-- 1,634,724 1,675,644 1,707,931.00 734,861.00 1.16 630,790 8.29%
-- 1,913,244 2,027,555 2,100,179.00 823,293.00 1.28 641,386 8.47%
-- 1,381,456 1,522,977 1,596,862.00 773,013.00 1.30 593,316 8.29%
1,402,914 1,226,206 1,503,828 1,428,374.00 863,317.00 1.33 650,035 9.30%
-- -- 849,250 847,994.00 795,294.00 1.34 593,892 9.28%
1,249,412 1,260,910 1,246,396 1,244,500.00 710,433.00 1.20 591,962 9.30%
941,710 1,008,739 1,067,063 1,033,147.00 726,759.00 1.31 553,002 9.16%
1,084,811 1,133,900 1,170,355 1,218,591.00 691,653.00 1.35 514,240 8.31%
1,413,346 1,397,056 1,342,384 1,307,837.00 711,441.00 1.35 528,117 9.01%
1,047,153 1,175,507 1,147,037 1,112,796.00 573,211.00 1.16 492,228 8.37%
969,799 2,547,800 2,396,394 2,364,858.00 798,406.00 1.52 523,575 9.36%
830,170 907,008 947,039 1,016,577.00 639,270.00 1.45 442,270 8.15%
715,910 1,160,755 1,088,651 1,154,051.00 751,025.00 1.65 455,387 9.06%
956,251 899,444 1,148,457 962,270.00 596,594.00 1.31 456,128 9.08%
744,039 899,664 986,052 1,006,283.00 563,981.00 1.35 416,670 8.66%
4,312,525 4,473,872 3,999,125 4,050,600.00 723,705.00 1.60 453,066 8.70%
1,175,334 1,273,346 1,204,475 1,199,353.00 542,174.00 1.27 426,679 8.68%
638,084 897,186 1,128,912 883,209.00 566,441.00 1.42 399,878 8.37%
808,190 815,485 815,485 786,245.00 489,279.00 1.21 403,143 9.01%
-- 765,242 819,240 846,588.00 443,269.00 1.21 367,177 8.65%
479,113 970,950 984,120 1,017,511.00 490,539.00 1.25 392,429 9.25%
650,077 636,150 765,454 833,543.00 574,458.00 1.50 383,022 8.82%
613,327 741,439 874,611 799,359.00 542,693.00 1.33 407,508 9.62%
772,250 821,148 857,291 834,057.00 401,892.00 1.19 338,964 8.35%
1,016,939 1,058,389 1,028,041 973,759.00 498,228.00 1.45 344,730 8.73%
-- 903,240 703,984 684,669.00 472,362.00 1.35 348,979 9.25%
-- 795,291 802,075 850,589.00 372,649.00 1.24 299,534 8.29%
-- 847,360 1,002,304 1,017,855.00 469,028.00 1.54 303,610 8.29%
-- 773,553 818,091 794,786.00 374,886.00 1.20 312,382 8.78%
510,921 785,766 728,703 737,334.00 487,113.00 1.48 328,088 9.13%
-- -- 483,104 621,848.00 396,057.00 1.31 302,225 8.48%
</TABLE>
<PAGE> 112
<TABLE>
<CAPTION>
ANNUAL
DEBT MORTGAGE
1994 REV 1995 REV 1996 REV U/W REV NET CASH FLOW DSCR SERVICE RATE
- ---------- ---------- ---------- ------------- ------------- ---- ----------- --------
<C> <C> <C> <C> <C> <C> <C> <C>
-- 2,838,598 2,889,889 2,895,700.00 598,359.00 1.80 331,770 9.36%
3,904,962 2,492,097 2,767,820 2,767,720.00 573,484.00 1.76 325,728 9.19%
686,407 760,309 818,230 806,896.00 454,856.00 1.42 320,080 9.06%
616,473 672,645 757,784 850,844.00 391,943.00 1.27 309,043 9.28%
496,399 647,632 647,632 438,872.00 419,470.00 1.40 300,387 8.93%
1,679,115 1,945,809 2,232,468 1,717,067.00 642,410.00 2.02 317,539 8.72%
-- 4,047,341 4,724,741 4,724,741.00 536,832.00 1.83 292,727 8.95%
-- 545,164 612,756 547,448.00 378,804.00 1.29 294,146 9.53%
508,637 796,028 828,810 737,782.00 425,125.00 1.49 285,429 9.15%
-- 728,478 782,066 786,288.00 369,083.00 1.24 296,498 8.73%
577,665 658,593 686,914 699,586.00 293,206.00 1.18 248,150 8.26%
765,465 730,278 771,231 758,149.00 412,613.00 1.52 271,307 8.75%
-- -- 281,660 497,268.00 384,322.00 1.44 267,364 9.33%
-- 535,634 604,717 551,292.00 414,763.00 1.69 246,032 8.72%
1,034,647 1,110,527 1,250,634 1,253,131.00 305,211.00 1.21 252,787 9.05%
395,888 387,600 387,600 387,600.00 358,070.00 1.39 258,351 9.13%
445,270 484,228 453,855 500,102.00 323,883.00 1.38 234,706 9.72%
330,615 360,742 459,477 422,741.00 299,249.00 1.37 217,998 9.26%
626,678 653,438 689,385 691,564.00 302,061.00 1.56 193,206 8.29%
376,871 409,357 462,836 438,569.00 280,559.00 1.44 194,712 8.59%
-- -- 242,004 313,144.00 257,527.00 1.32 195,411 8.94%
286,332 862,815 927,704 903,910.00 237,574.00 1.42 167,709 8.47%
195,909 540,044 490,198 502,709.00 284,962.00 1.71 166,787 8.79%
468,213 516,793 520,012 536,973.00 210,182.00 1.42 147,553 7.95%
356,598 779,360 810,172 807,516.00 241,531.00 1.61 150,360 8.47%
312,414 310,048 311,293 310,185.00 183,259.00 1.25 146,851 8.97%
608,726 614,605 698,439 722,488.00 186,541.00 1.29 144,155 8.49%
277,392 409,094 388,672 382,813.00 241,851.00 1.62 148,970 8.79%
398,759 394,376 430,094 415,639.00 171,382.00 1.17 146,519 9.13%
-- -- -- 197,438.00 190,532.00 1.29 147,453 9.12%
171,444 210,516 224,812 224,989.00 189,686.00 1,30 145,714 9.10%
-- 610,043 637,436 654,340.00 164,956.00 1.22 135,437 9.01%
320,262 352,099 382,019 380,927.00 151,956.00 1.21 125,734 9.02%
-- 343,270 376,638 358,296.00 155,759.00 1.24 125,521 9.00%
-- 271,658 191,400 323,904.00 165,518.00 1.25 131,994 9.59%
-- 491,663 593,809 574,660.00 213,316.00 1.57 136,223 10.33%
964,623 159,823 319,971 333,630.00 147,225.00 1.30 112,869 8.74%
-- -- 431,160 464,778.00 166,954.00 1.65 101,203 8.29%
142,967 151,652 181,293 201,561.00 148,165.00 1.44 102,902 9.01%
-- 188,352 191,461 228,000.00 136,239.00 1.31 104,094 9.41%
-- -- 161,378 158,150.00 127,287.00 1.30 98,167 8.94%
244,974 213,148 209,830 208,105.00 133,585.00 1.35 98,613 9.38%
217,408 235,973 244,745 243,892.00 108,269.00 1.29 83,855 8.47%
</TABLE>
<PAGE> 113
<TABLE>
<CAPTION>
NET FIRST STATED
MORTGAGE PAYMENT MATURITY REMAINING REMAINING
RATE INTEREST TYPE DATE DATE LOCKOUT LOCKBOX SEASONING TERM
- -------- --------------------------- -------- -------- --------- ------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
8.6050% 30 Month-Days/360 Year-Days 02/01/97 12/1/06 43 No 5 114
8.9050% Actual Days/360 Year-Days 06/01/97 5/1/07 47 No 1 119
7.1900% 30 Month-Days/360 Year-Days 06/01/74 5/1/04 0 No 277 83
8.4650% 30 Month-Days/360 Year-Days 12/01/96 11/1/06 41 No 7 113
7.7750% Actual Days/360 Year-Days 09/01/96 8/1/03 0 No 10 74
8.4250% 30 Month-Days/360 Year-Days 02/01/97 1/1/02 19 No 5 55
7.8935% 30 Month-Days/360 Year-Days 10/01/96 9/1/03 0 No 9 75
7.7750% Actual Days/360 Year-Days 09/01/96 8/1/03 0 No 10 74
8.8050% 30 Month-Days/360 Year-Days 04/01/97 3/1/17 57 No 3 237
8.4350% 30 Month-Days/360 Year-Days 06/01/97 5/1/07 47 No 1 119
9.0850% 30 Month-Days/360 Year-Days 02/01/97 1/1/07 43 No 5 115
8.3150% 30 Month-Days/360 Year-Days 07/01/97 6/1/07 48 0 120
8.5950% 30 Month-Days/360 Year-Days 02/01/97 1/1/07 43 No 5 115
7.7750% Actual Days/360 Year-Days 09/01/96 8/1/03 0 No 10 74
7.8935% 30 Month-Days/360 Year-Days 08/01/96 7/1/06 0 No 11 109
8.5250% 30 Month-Days/360 Year-Days 05/01/97 4/1/07 46 No 2 118
8.2250% 30 Month-Days/360 Year-Days 04/01/97 3/1/07 45 No 3 117
7.8935% 30 Month-Days/360 Year-Days 05/01/96 4/1/06 0 No 14 106
8.3950% 30 Month-Days/360 Year-Days 01/01/97 12/1/03 18 No 6 78
9.2950% 30 Month-Days/360 Year-Days 03/01/97 2/1/07 44 No 4 116
8.5250% 30 Month-Days/360 Year-Days 05/01/97 4/1/07 46 No 2 118
7.8935% 30 Month-Days/360 Year-Days 10/01/96 9/1/03 0 No 9 75
8.7650% 30 Month-Days/360 Year-Days 10/01/95 9/1/00 3 No 21 39
8.2250% 30 Month-Days/360 Year-Days 04/01/97 3/1/07 45 No 3 117
8.4000% 30 Month-Days/360 Year-Days 05/01/97 4/1/07 46 No 2 118
8.2250% 30 Month-Days/360 Year-Days 04/01/97 3/1/07 45 No 3 117
9.2350% 30 Month-Days/360 Year-Days 06/01/97 5/1/07 47 No 1 119
9.2150% 30 Month-Days/360 Year-Days 06/01/97 5/1/07 47 No 1 119
9.2350% 30 Month-Days/360 Year-Days 11/01/96 9/1/06 40 No 8 111
9.0960% 30 Month-Days/360 Year-Days 04/01/97 3/1/07 45 No 3 117
8.2450% 30 Month-Days/360 Year-Days 05/01/97 4/1/07 46 No 2 118
8.9450% 30 Month-Days/360 Year-Days 01/01/97 12/1/06 42 No 6 114
7.8272% Actual Days/365 Year-Days 02/01/97 12/1/06 0 No 5 114
9.2950% 30 Month-Days/360 Year-Days 03/01/97 2/1/07 44 No 4 116
7.7803% Actual Days/360 Year-Days 02/01/97 12/1/06 0 No 5 114
8.9950% 30 Month-Days/360 Year-Days 05/01/97 4/1/07 46 No 2 118
9.0150% 30 Month-Days/360 Year-Days 03/01/97 2/1/04 20 No 4 80
7.8935% 30 Month-Days/360 Year-Days 12/01/96 11/1/06 0 No 7 113
8.6350% 30 Month-Days/360 Year-Days 02/01/97 1/1/07 43 No 5 115
8.6150% 30 Month-Days/360 Year-Days 02/01/97 1/1/07 43 No 5 115
8.3050% 30 Month-Days/360 Year-Days 01/01/97 12/1/06 42 No 6 114
8.9450% 30 Month-Days/360 Year-Days 05/01/97 4/1/07 46 No 2 118
7.8935% 30 Month-Days/360 Year-Days 11/01/96 10/1/06 0 No 8 112
9.1850% 30 Month-Days/360 Year-Days 11/01/96 10/1/06 40 No 8 112
8.7550% 30 Month-Days/360 Year-Days 03/01/97 2/1/07 44 No 4 116
9.5550% 30 Month-Days/360 Year-Days 11/01/96 10/1/06 40 No 8 112
7.8935% 30 Month-Days/360 Year-Days 06/01/96 5/1/06 0 No 13 107
8.6650% 30 Month-Days/360 Year-Days 03/01/97 2/1/07 44 No 4 116
9.1850% 30 Month-Days/360 Year-Days 07/01/97 6/1/07 12 Yes 0 120
8.2250% 30 Month-Days/360 Year-Days 04/01/97 3/1/07 45 No 3 117
8.2250% 30 Month-Days/360 Year-Days 04/01/97 3/1/07 45 No 3 117
7.8935% 30 Month-Days/360 Year-Days 11/01/96 10/1/03 0 No 8 76
9.0600% 30 Month-Days/360 Year-Days 10/01/96 9/1/06 39 No 9 111
8.4150% 30 Month-Days/360 Year-Days 07/01/97 6/1/07 48 No 0 120
</TABLE>
<PAGE> 114
<TABLE>
<CAPTION>
NET FIRST STATED
MORTGAGE PAYMENT MATURITY REMAINING REMAINING
RATE INTEREST TYPE DATE DATE LOCKOUT LOCKBOX SEASONING TERM
- -------- --------------------------- -------- -------- --------- ------- --------- ---------
<C> <S> <C> <C> <C> <C> <C> <C>
9.2950% 30 Month-Days/360 Year-Days 05/01/97 4/1/07 46 No 2 118
9.1250% Actual Days/360 Year-Days 10/01/96 9/1/06 39 No 9 111
8.9950% 30 Month-Days/360 Year-Days 05/01/97 4/1/17 82 No 2 238
9.2150% 30 Month-Days/360 Year-Days 04/01/97 3/1/07 45 No 3 117
8.8650% 30 Month-Days/360 Year-Days 03/01/97 2/1/07 44 No 4 116
8.6590% 30 Month-Days/360 Year-Days 01/01/97 12/1/06 42 No 6 114
8.8850% 30 Month-Days/360 Year-Days 01/01/97 12/1/06 0 No 6 114
9.4600% 30 Month-Days/360 Year-Days 06/01/97 5/1/07 47 No 1 119
9.0850% 30 Month-Days/360 Year-Days 11/01/96 9/1/01 16 No 8 51
7.8935% 30 Month-Days/360 Year-Days 01/01/97 12/1/06 0 No 6 114
8.1950% 30 Month-Days/360 Year-Days 02/01/97 1/1/07 43 No 5 115
8.6850% 30 Month-Days/360 Year-Days 11/01/96 10/1/06 40 No 8 112
9.2650% 30 Month-Days/360 Year-Days 06/01/97 5/1/04 23 Yes 1 83
8.6550% 30 Month-Days/360 Year-Days 04/01/97 3/1/07 45 No 3 117
8.9850% 30 Month-Days/360 Year-Days 12/01/96 11/1/06 41 No 7 113
9.0600% 30 Month-Days/360 Year-Days 10/01/96 8/1/06 15 No 9 110
9.6550% 30 Month-Days/360 Year-Days 11/01/96 10/1/06 40 No 8 112
9.1950% 30 Month-Days/360 Year-Days 11/01/96 10/1/06 40 No 8 112
8.2250% 30 Month-Days/360 Year-Days 04/01/97 3/1/07 45 No 3 117
8.5250% 30 Month-Days/360 Year-Days 02/01/97 1/1/07 43 No 5 115
8.8750% 30 Month-Days/360 Year-Days 02/01/97 1/1/07 43 No 5 115
8.4050% 30 Month-Days/360 Year-Days 05/01/97 4/1/07 46 No 2 118
8.7250% 30 Month-Days/360 Year-Days 10/01/96 9/1/06 39 No 9 111
7.8850% 30 Month-Days/360 Year-Days 04/01/96 3/1/06 0 No 15 105
8.4050% 30 Month-Days/360 Year-Days 05/01/97 4/1/07 46 No 2 118
8.9050% 30 Month-Days/360 Year-Days 05/01/97 4/1/07 46 No 2 118
8.4250% 30 Month-Days/360 Year-Days 02/01/97 1/1/07 43 No 5 115
8.7250% 30 Month-Days/360 Year-Days 10/01/96 9/1/06 39 No 9 111
7.8935% 30 Month-Days/360 Year-Days 09/01/96 8/1/06 0 No 10 110
9.0550% 30 Month-Days/360 Year-Days 04/01/97 3/1/07 45 No 3 117
9.0370% 30 Month-Days/360 Year-Days 04/01/97 3/1/07 45 No 3 117
8.9450% 30 Month-Days/360 Year-Days 06/01/97 5/1/07 47 No 1 119
8.9540% 30 Month-Days/360 Year-Days 06/01/97 12/1/03 23 No 1 78
8.9350% 30 Month-Days/360 Year-Days 05/01/97 4/1/07 46 No 2 118
9.5250% 30 Month-Days/360 Year-Days 06/01/97 5/1/07 47 No 1 119
10.2670% 30 Month-Days/360 Year-Days 03/01/97 2/1/17 80 No 4 236
8.6750% 30 Month-Days/360 Year-Days 05/01/97 4/1/07 46 No 2 118
8.2250% 30 Month-Days/360 Year-Days 04/01/97 3/1/07 45 No 3 117
8.9450% 30 Month-Days/360 Year-Days 12/01/96 11/1/06 41 No 7 113
9.3450% 30 Month-Days/360 Year-Days 06/01/97 4/30/07 47 No 1 119
8.8700% 30 Month-Days/360 Year-Days 02/01/97 1/1/07 19 No 5 115
9.3100% 30 Month-Days/360 Year-Days 11/01/96 9/1/06 16 No 8 111
8.4050% 30 Month-Days/360 Year-Days 03/01/97 2/1/07 44 No 4 116
</TABLE>
<PAGE> 115
<TABLE>
<CAPTION>
ORIGINAL
PREPAYMENT PENALTY TYPE PREPAYMENT PENALTY (2),(3) VALUE LTV
- -------------------------------- --------------------------------------------------- ---------- --------
<S> <C> <C> <C>
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-112, 30,500,000 74%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 27,000,000 68%
Not Applicable 48,000,000 98%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 21,150,000 71%
YM then Declining Fee YM1-42, 2-48, 1-60, 0.5-72 17,000,000 74%
Lock-Out/Greater of YM or 1% UPB LO-24, YM2-53, 14,950,000 80%
4,600,000
1,800,000
1,500,000
3,550,000
3,500,000
YM then Declining Fee YM1-60, 2-72, 1-78 15,750,000 75%
YM then Declining Fee YM1-42, 2-48, 1-60, 0.5-72 18,220,000 64%
Lock-Out/Declining Fee LO-60, 7-72, 6-84, 5-96, 4-108, 3-120, 2-132, 1-233 17,300,000 61%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 13,050,000 79%
2,330,000
2,150,000
2,300,000
2,200,000
2,120,000
1,950,000
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 14,200,000 72%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 12,200,000 79%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 15,100,000 63%
YM then Declining Fee YM1-42, 2-48, 1-60, 0.5-72 13,000,000 72%
> of YM/1% then Declining Fee YM1-84, 3-96, 2-108, 1-114 12,300,000 75%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 10,800,000 79%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 10,500,000 81%
> of YM/1% then Declining Fee YM1-84, 3-96, 2-108, 1-114 11,400,000 75%
Lock-Out/Greater of YM or 1% UPB LO-24, YM2-77, 12,300,000 69%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 15,400,000 54%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 10,400,000 79%
> of YM/1% then Declining Fee YM1-60, 2-72, 1-78 10,400,000 74%
Lock-Out/Greater of YM or 1% UPB LO-24, YM2-53, 9,500,000 74%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 9,200,000 76%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 10,500,000 65%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 8,100,000 81%
Lock-Out/Yield Maintenance LO-48, YM1-113, 9,300,000 68%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 8,100,000 74%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-112, 7,500,000 80%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 8,600,000 63%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 6,800,000 80%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 7,025,000 75%
> of YM/1% then Declining Fee YM1-83, 3-95, 2-107, 1-113 6,600,000 77%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 10,200,000 50%
> of YM/1% then Declining Fee YM1-83, 3-95, 2-107, 1-113 6,500,000 70%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 8,500,000 53%
Lock-Out/Declining Fee LO-22, 3-34, 2-46, 1-76, 6,500,000 69%
> of YM/1% then Declining Fee YM1-84, 3-96, 2-108, 1-114 5,800,000 77%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 6,600,000 67%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 6,400,000 68%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 5,700,000 75%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 5,500,000 73%
> of YM/1% then Declining Fee YM1-84, 3-96, 2-108, 1-114 5,100,000 77%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 5,400,000 72%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 6,200,000 62%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 5,800,000 66%
> of YM/1% then Declining Fee YM1-84, 3-96, 2-108, 1-114 5,000,000 75%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 5,800,000 60%
Lock-Out/Greater of YM or 1% UPB LO-12, YM2-113, 5,100,000 69%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 4,100,000 81%
Lock-Out/Greater of YM or 1% UPB LO-46, YM2-113, 5,360,000 62%
> of YM/1% then Declining Fee YM1-60, 2-72, 1-78 4,500,000 73%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 5,302,000 61%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 5,200,000 62%
</TABLE>
<PAGE> 116
<TABLE>
<CAPTION>
ORIGINAL
PREPAYMENT PENALTY TYPE PREPAYMENT PENALTY (2),(3) VALUE LTV
- -------------------------------- --------------------------------------------------- ---------- --------
<S> <C> <C> <C>
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 4,260,000 75%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 4,770,000 67%
Lock-Out/Greater of YM or 1% UPB LO-84, YM2-233, 4,400,000 68%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 4,200,000 71%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 4,000,000 75%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-107, 9,700,000 31%
Greater of YM or 1% UPB YM2-113, 4,800,000 59%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 4,300,000 65%
Lock-Out/Greater of YM or 1% UPB LO-24, YM2-52, 5,400,000 52%
> of YM/1% then Declining Fee YM1-84, 3-96, 2-108, 1-114 4,000,000 70%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 5,500,000 50%
2,500,000
3,000,000
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 4,050,000 68%
Lock-Out/Greater of YM or 1% UPB LO-24, YM2-77, 3,550,000 73%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 3,865,000 65%
2,700,000
1,165,000
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 3,925,000 64%
Lock-Out/Greater of YM or 1% UPB LO-24, YM2-112, 3,650,000 62%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 3,250,000 68%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 3,000,000 71%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 3,100,000 68%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 3,200,000 63%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 3,000,000 65%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 2,490,000 70%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 3,200,000 53%
> of YM/1% then Declining Fee YM1-84, 3-96, 2-108, 1-114 2,200,000 73%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 2,270,000 69%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 2,200,000 69%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 2,350,000 65%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 2,450,000 61%
> of YM/1% then Declining Fee YM1-84, 3-96, 2-108, 1-114 2,000,000 75%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 1,950,000 74%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 1,980,000 72%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 1,750,000 78%
Lock-Out/Greater of YM or 1% UPB LO-24, YM2-72, 2,250,000 58%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-112, 1,675,000 78%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 1,700,000 74%
Lock-Out/Greater of YM or 1% UPB LO-84, YM2-233, 1,817,000 63%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 1,600,000 72%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 2,200,000 50%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 1,600,000 64%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 1,400,000 71%
Lock-Out/Greater of YM or 1% UPB LO-24, YM2-113, 1,420,000 69%
Lock-Out/Greater of YM or 1% UPB LO-24, YM2-112, 1,540,000 62%
Lock-Out/Greater of YM or 1% UPB LO-48, YM2-113, 1,200,000 73%
</TABLE>
<PAGE> 117
<TABLE>
<CAPTION>
ACTUAL
OCCU- IDENTIFIED RESERVE FOR ON-GOING
BALLOON AMORTI- YEAR YEAR UNIT OCCU- PANCY DEFERRED DEFERRED CAPITAL
LTV ZATION BUILT RENOVATED UNIT MEASURE PANCY PERIOD MAINTENANCE MAINTENANCE ITEMS
- ------- ------- ----- --------- ------- ------- ----- -------- ----------- ----------- --------
<S> <C> <C> <C> <C> <S> <C> <C> <C> <C> <C>
64% 336 1961 1996 295,405 sf 100% 11/06/96 23,050 -- $ 0.05
60% 360 1993 334,566 sf 95% 12/18/96 2,050 -- 0.07
360 1970 505,714 sf 95% 02/03/97 123,500 -- --
63% 360 1990 178,232 sf 95% 10/11/96 7,900 -- 0.05
69% 360 1989 384 units 97% 12/01/96 -- -- --
76% 360 841 units -- 61,470 --
1976 232 units 88% 11/19/96 820 197.09
1973 117 units 92% 11/19/96 650 332.10
1974 109 units 93% 10/30/96 11,994 322.60
1974 185 units 95% 11/19/96 1,625 356.25
1974 198 units 95% 11/19/96 5,600 289.01
70% 360 1990 312 units 89% 06/28/96 1,924 -- 212.31
60% 360 1989 400 units 92% 11/22/96 -- -- 199.02
240 1969 320 beds 98% 01/03/97 -- -- 185.92
70% 360 480 units -- 324,995 --
1985 88 units 96% 04/03/97 2,464 280.73
1984 1996 80 units 99% 04/03/97 11,620 262.44
1984 80 units 93% 04/03/97 5,364 271.75
1985 80 units 93% 04/22/97 8,070 252.58
1984 80 units 86% 04/03/97 3,380 276.62
1984 72 units 99% 04/03/97 3,858 260.08
60% 300 1914 1996 284,127 sf 95% 12/01/96 700 8,750 0.11
70% 360 1965 1996 312 units 99% 04/01/97 -- -- --
51% 300 1972 1996 165,299 sf 86% 12/18/96 485,500 579,375 0.41
67% 360 1989 264 units 100% 11/30/96 -- -- 190.22
67% 360 1972 1994 272 units 97% 06/03/96 68,240 -- 241.62
71% 360 1970 1996 574 units 87% 03/09/97 11,626 -- 175.14
71% 360 1979 512 units 97% 01/22/96 27,350 -- 199.91
65% 360 1975 1996 288 units 97% 12/31/96 69,000 -- 274.64
64% 360 1974 288 units 90% 08/30/96 142,400 -- 278.89
45% 300 1978 136 rooms 79% 09/01/96 -- -- 320.62
71% 360 1970 1996 514 units 94% 03/05/97 18,966 -- 186.99
68% 360 1969 1996 340 units 93% 05/30/96 35,780 -- 194.77
69% 300 1972 1987 234,200 sf 100% 11/23/96 20,050 -- 0.09
67% 360 1977 440 units 94% 01/22/97 21,750 -- 163.30
55% 324 1970 1995 418 units 86% 02/25/97 14,800 -- 148.15
71% 360 1979 384 units 91% 01/22/97 19,500 -- 138.53
56% 300 1980 270,600 sf 98% 04/15/97 20,050 -- 0.16
67% 360 1996 103,000 sf 100% 04/17/97 3,700 -- 0.09
72% 360 1990 249 units 97% 09/06/96 1,600 62,250 159.95
52% 300 1986 66,206 sf 100% 01/10/97 18,698 -- 0.12
65% 300 1972 195 units 99% 02/20/97 79,875 -- 223.70
62% 300 1978 87,330 sf 97% 11/07/96 4,000 -- 0.07
61% 287 1974 198 units 94% 10/01/96 5,200 -- 281.91
41% 300 1988 80 rooms 77% 12/31/96 -- -- 419.17
54% 271 1986 159 units 93% 11/14/96 13,580 -- 222.67
44% 300 1986 88,453 sf 75% 03/05/97 30,100 -- 0.33
62% 300 1962 1995 46,135 sf 93% 12/27/96 3,300 -- 0.20
68% 360 1970 1996 156 units 99% 09/30/96 27,000 -- 302.50
50% 258 1981 1995 235 rooms 56% 10/01/96 -- -- 791.19
56% 300 1983 1996 232 units 90% 12/11/96 25,452 4,833 248.13
64% 324 1989 140,483 sf 100% 10/31/96 600 -- 0.11
60% 300 1947 1983 95,279 sf 100% 02/05/97 600 -- 0.34
68% 360 1982 176 units 98% 07/23/96 -- -- 202.62
62% 324 1977 113,141 sf 96% 07/18/96 4,417 -- 230.00
51% 300 1977 1996 54,943 sf 97% 12/23/96 116,730 -- 0.16
56% 300 1985 93,789 sf 100% 09/01/96 2,250 -- 0.11
66% 360 1988 120 units 98% 12/01/96 4,000 -- 228.62
50% 300 1963 1981 74,283 sf 95% 12/31/96 39,000 -- 0.14
62% 360 1961 241,488 sf 100% 04/15/97 4,500 -- 0.11
71% 360 1981 216 units 98% 02/14/97 27,750 -- 168.86
53% 336 1987 163 units 98% 02/12/97 3,000 -- 256.36
68% 360 1970 128 units 100% 07/31/96 3,910 -- 253.71
50% 300 1975 1987 57,391 sf 100% 06/06/96 68,100 -- 0.13
52% 324 1888 1996 38 units 97% 04/15/97 -- -- 155.07
</TABLE>
<PAGE> 118
<TABLE>
<CAPTION>
ACTUAL
OCCU- IDENTIFIED RESERVE FOR ON-GOING
BALLOON AMORTI- YEAR YEAR UNIT OCCU- PANCY DEFERRED DEFERRED CAPITAL
LTV ZATION BUILT RENOVATED UNIT MEASURE PANCY PERIOD MAINTENANCE MAINTENANCE ITEMS
- ------- ------- ----- --------- ------- ------- ----- -------- ----------- ----------- --------
<C> <C> <C> <C> <C> <S> <C> <C> <C> <C> <C>
63% 300 1983 125 beds 100% 02/13/97 19,424 -- $ 43.72
55% 300 1984 176 beds 95% 08/06/96 -- -- 328.13
8% 254 1962 106,846 sf 100% 02/01/97 20,540 -- 0.23
59% 300 1920 1983 55,016 sf 100% 01/28/97 125 -- 0.32
62% 300 1987 39,538 sf 100% 12/03/96 -- -- 0.15
22% 240 1917 170,050 sf 98% 11/13/96 129,550 -- 0.06
47% 276 1920 45 rooms 100% -- 15,749 966.84
55% 300 1980 22,231 sf 97% 03/27/97 40,195 -- 0.43
49% 300 1985 184,676 sf 83% 07/18/96 -- -- 0.24
49% 240 1973 1996 134 units 100% 12/01/96 20,550 -- 270.06
44% 360 120 units -- -- --
1985 49 units 96% 11/20/96 1,425 -- 272.04
1985 1996 71 units 96% 11/20/96 1,625 -- 214.96
56% 300 1971 1996 100 units 94% 09/09/96 18,700 -- 423.16
66% 300 1936 1996 27,183 sf 100% 03/17/97 480 -- 0.01
53% 300 475 units -- -- --
1986 287 units 98% 01/17/97 1,100 -- 0.01
1975 1980 188 units 96% 01/21/97 2,063 -- --
53% 300 1976 314 units 89% 10/09/96 -- -- 227.02
40% 216 1965 1993 53,600 sf 100% 04/22/96 16,100 -- 0.20
57% 300 1968 72,000 sf 99% 08/12/96 1,750 -- 0.20
59% 300 1984 43,398 sf 98% 08/01/96 6,200 -- 0.16
58% 336 1970 125 units 96% 01/31/97 7,025 -- 249.67
51% 300 1981 63,041 sf 96% 12/17/96 2,902 -- 0.31
54% 300 1957 1996 146,500 sf 100% 10/16/96 175,000 -- 0.12
57% 300 1978 250 units 92% 12/31/96 -- -- 244.99
43% 300 1987 52,815 sf 100% 06/12/96 2,000 -- 0.16
59% 300 1967 106 units 92% 12/26/96 6,870 -- 276.28
56% 300 1979 240 units 91% 12/01/96 -- -- 204.44
62% 360 1986 48 units 96% 11/18/96 -- -- 714.49
55% 324 1979 190 units 96% 11/25/96 152,331 -- 230.77
51% 300 1986 31,837 sf 100% 06/05/96 3,000 -- 0.17
67% 360 1973 70 units 97% 01/13/97 36,500 15,000 293.09
62% 300 1996 13,500 sf 100% 01/02/97 -- 174 0.13
60% 300 1982 45,864 sf 100% 01/08/97 3,063 -- 0.15
67% 324 1972 1994 140 units 87% 01/31/97 32,690 -- 265.30
54% 360 1972 54 units 94% 02/01/97 -- -- --
69% 360 1986 98 units 97% 03/03/97 18,750 -- 188.78
62% 300 1987 19,320 sf 100% 02/28/97 11,452 -- 0.17
240 1963 82 rooms 72% 37,440 -- 242.38
59% 300 1975 1995 74 units 95% 03/07/97 1,025 -- 240.87
43% 336 1971 90 units 100% 02/12/97 2,400 -- 244.10
53% 300 1979 1996 49,885 sf 89% 09/18/96 15,950 -- 0.13
60% 300 1986 15,000 sf 100% 03/31/97 150 339 0.26
57% 300 1991 1995 33,745 sf 100% 12/17/96 300 -- 0.02
52% 300 1996 1995 47,305 sf 100% 09/06/96 9,265 -- 0.10
59% 300 1996 44 units 98% 11/18/96 7,450 -- 266.29
</TABLE>
<PAGE> 119
<TABLE>
<CAPTION>
U/W
ON-GOING
CAPITAL LEASE % OF LEASE
ITEMS ANCHOR/TENANTS/FRANCHISE EXPIRATION TOTAL SF ANCHOR2/TENANTS2 EXPIRATION
- -------- ------------------------------- ---------- -------- ------------------------------- ----------
<C> <S> <C> <C> <C> <C>
$ 0.32 Home Quarters 01/31/15 37% Harris Teeter 06/30/16
0.29 Builders Square No. 1388 03/31/19 33% 1/2 Price Stores, Inc. 07/31/09
2.07 Kaiser Foundation Health 02/28/01 31% Kaiser Cement Corp. 05/31/04
0.44 Plitt Theater 11/16/10 28% T.J. Maxx 10/31/04
250.00
83.59
303.00
303.00
303.00
303.00
303.00
255.00
215.00
250.00
36.67
200.00
200.00
200.00
200.00
200.00
200.00
0.35 Soo Line Railroad Company 05/01/01 50% Hobbit Travel, Inc. 03/31/97
200.00
1.99 Netcom On Line Communications 08/31/99 23% San Jose State University 10/14/01
300.00
215.00
200.00
200.00
329.00
555.45
1,305.65
200.00
210.00
0.76
200.00
225.00
200.00
0.53 Priority Cable 05/13/99 6% PMI 09/30/99
0.10 Asset Marketing Services, Inc. 08/31/11 100%
200.00
0.98 CIMA 11/30/00 13% Yhap 11/30/97
225.00
0.78 IRS 03/01/98 25% MRA 06/15/99
300.00
1,118.28
225.00
0.87 C & S Music, Inc. 10/31/03 15% Coldwell Banker, Paula Stringr 02/28/01
0.63 Kings Supermarket 03/31/15 47% United National Bank 04/30/01
310.00
949.42 Hockman Communications 04/30/05 2% Bea Gift Shop 01/01/97
250.00
0.20 K-Mart Corporation 11/30/13 62% Pick N' Save (Jondex Corp.) 12/31/09
0.45 United States of America, GSA 06/01/03 59% CED Electric 04/01/00
210.00
0.40 Clover Management 4% Jack's Place 08/01/00
0.73 Hitchcock Furniture 04/30/11 26% Beazley Westvill, Inc. 10/30/00
0.58 AlphaGraphics 06/01/02 58% American Transtech, Inc. 09/15/99
235.00
0.67 King Kullen Grocery Co., Inc. 11/30/01 40% ByMor Bethpage Drugs, Inc. 07/31/03
0.25 M. Kamenstein, Inc. 06/30/01 100%
200.00
251.33
225.00
0.81 TCI Cable, Inc. 03/31/04 38% Charlie Mac's Sports Bar 12/31/97
549.47 Austin's Old Market 10/31/05 12% Old Chicago, Inc. 04/30/06
</TABLE>
<PAGE> 120
<TABLE>
<CAPTION>
U/W
ON-GOING
CAPITAL LEASE % OF LEASE
ITEMS ANCHOR/TENANTS/FRANCHISE EXPIRATION TOTAL SF ANCHOR2/TENANTS2 EXPIRATION
- -------- ------------------------------- ---------- -------- ------------------------------- ----------
<C> <S> <C> <C> <C> <C>
$300.00
300.00
0.67 Maine Hardware 02/28/01 26% Spot Shot Billards 07/31/99
0.94 MEMIC 08/31/03 63% Annie E. Casey Fndtn Inc. 12/31/01
0.20 Clinicomp International 06/30/03 99%
0.94 Federation Emp. & Guidance Ser 02/28/03 43% Bronx Lebanon Hospital Center 12/31/11
4,199.78
1.36 Warehouse Wines & Liquor 10/31/99 38% L. Brandman & Sons, Inc. 06/30/98
0.45 Roses Stores, Inc. 03/04/06 25% Sears, Roebuck & Co. 11/15/99
290.00
237.97
582.78
--
423.00
0.70 Hollywood Video 01/19/06 33% Copy Comm, Inc. 02/09/02
49.80
82.42
--
240.00
0.14 The Penn Traffic Co. (Quality) 09/30/08 100%
0.67 Claitor's Law Books 09/30/06 28% Eckerd Drug 07/07/01
0.83 Eckerd Drugs of Texas, Inc. 03/01/06 22% Baylor Medical Center at Irving 07/31/06
251.33
0.67 Winn Dixie Raleigh, Inc. 04/30/01 44% Revco Drug Centers of VA., Inc. 01/31/02
0.24 Bergen Brunswig Drug Co. 09/30/06 100%
250.00
1.09 S.M.A.R.T. Health Center Inc.
265.00 03/31/00 24% The Fox and the Hound 02/28/99
250.00
250.00
304.56
1.06 Drs. G. Garlington, H. Gibson
300.00 08/09/99 15% Clubhouse Golf 12/31/98
0.15 Fay's, Inc.
0.15 GC International 01/31/12 100%
265.00 08/31/11 100%
410.00
200.00
1.15 Oriental Mart, Inc.
280.32 10/31/01 46% Coral Springs Nail Express, 10/31/01
Inc.
241.00
251.33
0.27 Heartland Industries, Inc.
0.73 National Stonehenge Corp. 09/30/99 20% Aerospace & Corrosion Intn'l 11/30/98
0.87 United Parcel Service, Inc. 12/31/12 100%
0.15 Quality Markets, Inc. 06/30/00 100% SMSA Ltd Part-cell phone tower 10/31/12
266.00 01/31/10 100% Marine Midland Bank 04/30/98
</TABLE>
<PAGE> 121
<TABLE>
<CAPTION>
% OF LEASE % OF
TOTAL SF ANCHOR3/TENANTS3 EXPIRATION TOTAL SF
-------- ------------------------------- ---------- --------
<C> <S> <C> <C>
22% Linens 'N Things -- Store #49 01/31/11 13%
23% Homeplace Stores, Inc. #12 09/30/15 16%
11% KPMG Peat Marwick 04/30/03 4%
20% Office Max 11/30/09 13%
3% Shar, Kunert and Tambornino 03/31/97 2%
9% Synacom Technology, Inc. 02/28/02 6%
4% Fassetts 12/31/97 4%
5% Food Spot 06/27/00 3%
25% NCM 10/31/97 18%
Don Pablos 07/31/97 10%
10% Country Squire Luncheonette 06/30/99 8%
31% Fashion Bug 01/31/00 4%
25% Vanderhooft 10/10/99 9%
4% American Heart Associates 12/15/97 3%
9% China Pavilion 10/31/01 9%
39% Tucell Limited Partnership 01/01/00
5% Erga Bakery, Inc. 09/30/99 5%
33% Powerhouse Gym 02/28/04 14%
11% The Bone Appetit Bakery 03/31/98
</TABLE>
<PAGE> 122
<TABLE>
<CAPTION>
% OF LEASE % OF
TOTAL SF ANCHOR3/TENANTS3 EXPIRATION TOTAL SF
-------- ------------------------------- ---------- --------
<C> <S> <C> <C>
10% Union St. Fitness Depot 03/31/04 9%
18% Deal Corp. 11/01/01 11%
7% Bronx Lebanon Center 01/31/97 6%
13% Dairy Mart Store #16 11/30/98 9%
22% Leggett of Delaware, Inc. 04/29/06 16%
18% Crossroads Market Bookstore 04/30/99 14%
17% Interiors Market 12/31/98 11%
14% Bethesda Lutheran Homes & Serv 11/30/97 11%
13% Movie Gallery 05/31/98 8%
12% Green Oaks Chinese Cafe 04/30/03 9%
9% Quick Investment dba Pizza Inn 05/31/01 12%
13% Eagle Cleaners 06/30/00 13%
17% Vancouver Woodworks, Inc. 07/31/01 13%
</TABLE>
<PAGE> 123
ANNEX B
FORM OF MONTHLY REPORT
<PAGE> 124
<TABLE>
<C> <S>
$480,085,034
AMRESCO COMMERCIAL MORTGAGE FUNDING I CORPORATION Statement Date:
AMRESCO MANAGEMENT INC., AS MASTER SERVICER Payment Date:
MIDLAND LOAN SERVICES, L.P. Prior Payment:
LASALLE NATIONAL BANK, AS TRUSTEE Record Date:
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-C1
</TABLE>
- --------------------------------------------------------------------------------
REPORTING PACKAGE CONTENTS
<TABLE>
<CAPTION>
NUMBER OF PAGES DESCRIPTION
--------------- -----------
<S> <C> <C>
Table of Contents 1 Summary of Reports
REMIC Certificate Report 1 Payment Information by Certificate Class
Other Related Information 2 Miscellaneous reporting items as per trust agreement
Delinquency/Prepayment/Rate History Report 1 Rolling 15 months of summarized information
Detail listing of all loans not paid through the most recent
Delinquency Detail Report 1 payment due date
Update of selected stratification tables for all outstanding
Mortgage Loan Stratification Report 1 loans and loan groups
Current status of all loans assigned to the trust on the
Loan Level Detail Listing 1 Closing Date
Total pages included in this package 8
Current summary information regarding loans now specially
Appendix A -- Special Servicing Summary 1 serviced
Current detail information regarding loans now specially
Appendix B -- Special Servicing Detail 1 serviced
Cumulative list of all loan modifications executed since the
Appendix C -- Loan Modification Detail 1 Closing Date
Cumulative list of all loans experiencing realized losses
Appendix D -- Realized Loss Detail 1 since the Closing Date
</TABLE>
B-1
<PAGE> 125
$480,085,034
AMRESCO COMMERCIAL MORTGAGE FUNDING I CORPORATION Statement Date:
AMRESCO MANAGEMENT INC., AS MASTER SERVICER Payment Date:
MIDLAND LOAN SERVICES, L.P. Prior Payment:
LASALLE NATIONAL BANK, AS TRUSTEE Record Date:
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-C1
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
ORIGINAL OPENING PRINCIPAL PRINCIPAL NEGATIVE CLOSING INTEREST
CLASS FACE VALUE(1) BALANCE PAYMENT ADJ. OR LOSS AMORTIZATION BALANCE PAYMENT
CUSIP PER $1,000 PER $1,000 PER $1,000 PER $1,000 PER $1,000 PER $1,000 PER $1,000
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
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<CAPTION>
- -----------------------------------------------------------------------
INTEREST PREPAYMENT PASS-THROUGH
ADJUSTMENT PENALTIES RATE(2)
PER $1,000 PER $1,000 NEXT RATE(3)
- -----------------------------------------------------------------------
<S> <C> <C>
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</TABLE>
B-2
<PAGE> 126
<TABLE>
<C> <S>
$480,085,034
AMRESCO COMMERCIAL MORTGAGE FUNDING I CORPORATION Statement Date:
AMRESCO MANAGEMENT INC., AS MASTER SERVICER Payment Date:
MIDLAND LOAN SERVICES, L.P. Prior Payment:
LASALLE NATIONAL BANK, AS TRUSTEE Record Date:
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-C1
</TABLE>
- --------------------------------------------------------------------------------
OTHER RELATED INFORMATION
Servicing Fees
Servicing Fees per $1,000
Interest Shortfall
Aggregate Advance Reconciliation (Table)
B-3
<PAGE> 127
<TABLE>
<C> <S>
$480,085,034
AMRESCO COMMERCIAL MORTGAGE FUNDING I CORPORATION Statement Date:
AMRESCO MANAGEMENT INC., AS MASTER SERVICER Payment Date:
MIDLAND LOAN SERVICES, L.P. Prior Payment:
LASALLE NATIONAL BANK, AS TRUSTEE Record Date:
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-C1
</TABLE>
- --------------------------------------------------------------------------------
OTHER RELATED INFORMATION
ASER Loan and Aggregate Information
SER Information:
Controlling Class Information
Class Determination Balance, etc.
B-4
<PAGE> 128
<TABLE>
<C> <S>
$480,085,034
AMRESCO COMMERCIAL MORTGAGE FUNDING I CORPORATION Statement Date:
AMRESCO MANAGEMENT INC., AS MASTER SERVICER Payment Date:
MIDLAND LOAN SERVICES, L.P. Prior Payment:
LASALLE NATIONAL BANK, AS TRUSTEE Record Date:
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-C1
DELINQUENCY/PREPAYMENT/RATE HISTORY REPORTING
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
DELINQ 2 DELINQ 3+ FORECLOSURE/
DELINQ 1 MONTH MONTHS MONTHS BANKRUPTCY REO MODIFICATIONS PREPAYMENTS
DISTRIBUTION ----------------------------------------------------------------------------------------------------------------------
DATE # BALANCE # BALANCE # BALANCE # BALANCE # BALANCE # BALANCE # BALANCE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
===================================================================================================================================
===================================================================================================================================
===================================================================================================================================
===================================================================================================================================
===================================================================================================================================
===================================================================================================================================
===================================================================================================================================
===================================================================================================================================
===================================================================================================================================
===================================================================================================================================
===================================================================================================================================
Note: Foreclosure and REO Totals are Included in the Appropriate Delinquency Aging Category
<CAPTION>
- ------------ ------------------------
NET WEIGHTED
AVG.
DISTRIBUTION ------------------------
DATE COUPON REMIT
- ------------ ------------------------
<S> <C> <C> <C>
===================================================================================================================================
===================================================================================================================================
===================================================================================================================================
===================================================================================================================================
===================================================================================================================================
===================================================================================================================================
===================================================================================================================================
===================================================================================================================================
===================================================================================================================================
===================================================================================================================================
===================================================================================================================================
Note: Forecl
</TABLE>
B-5
<PAGE> 129
$480,085,034
AMRESCO COMMERCIAL MORTGAGE FUNDING I CORPORATION Statement Date:
AMRESCO MANAGEMENT INC., AS MASTER SERVICER Payment Date:
MIDLAND LOAN SERVICES, L.P. Prior Payment:
LASALLE NATIONAL BANK, AS TRUSTEE Record Date:
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-C1
DELINQUENCY LOAN DETAIL
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
OUTSTANDING
OFFERING CURRENT PROPERTY ADVANCE
CIRCULAR LOAN PAID THRU P&I OUTSTANDING PROTECTION DESCRIPTION
CONTROL # GROUP PERIOD DATE ADVANCE P&I ADVANCES* ADVANCES (1)
<S> <C> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
TOTALS:
- -----------------------------------------------------------------------------------------------------------------------
<CAPTION>
- -------------------------------------------------------------------------------------------
SPECIAL
OFFERING LOAN SERVICER
CIRCULAR STATUS TRANSFER FORECLOSURE BANKRUPTCY
CONTROL # (2) DATE DATE DATE REO DATE
<S> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
TOTALS:
- -------------------------------------------------------------------------------------------
(1) Advance 0. P&I Advance -- Late Payment but < one month (2) Loan 1. Specially 6. DPO
Description delinquent Status Serviced 7. Foreclosure Sale
1. P&I Advance -- Loan delinquent 1 month 2. Foreclosure 8. Bankruptcy Sale
2. P&I Advance -- Loan delinquent 2 months 3. Bankruptcy 9. REO Disposition
3. P&I Advance -- Loan delinquent 3 months or more 4. REO 10. Modification/Workout
4. P&I Advance -- Loan in Grace Period 5. Prepay in Full
5. P&I Advance -- Assumed Scheduled Payment
- ----------------------------------------------------------------------------------------------------------------------
* Outstanding P&I Advances include the current period P&I Advance
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
B-6
<PAGE> 130
<TABLE>
<C> <S>
$480,085,034
AMRESCO COMMERCIAL MORTGAGE FUNDING I CORPORATION Statement Date:
AMRESCO MANAGEMENT INC., AS MASTER SERVICER Payment Date:
MIDLAND LOAN SERVICES, L.P. Prior Payment:
LASALLE NATIONAL BANK, AS TRUSTEE Record Date:
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-C1
</TABLE>
- --------------------------------------------------------------------------------
MORTGAGE LOAN STRATIFICATION REPORT
Updated Collateral Tables as they appear in
Prospectus
B-7
<PAGE> 131
$480,085,034
AMRESCO COMMERCIAL MORTGAGE FUNDING I CORPORATION Statement Date:
AMRESCO MANAGEMENT INC., AS MASTER SERVICER Payment Date:
MIDLAND LOAN SERVICES, L.P. Prior Payment:
LASALLE NATIONAL BANK, AS TRUSTEE Record Date:
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-C1
LOAN LEVEL DETAIL
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
SPECIAL MONTHLY
OFFERING SERVICER NEG BEGINNING PAYMENT
CIRCULAR GRP PROPERTY TRANSFER NOI MATURITY AM SCHEDULED NOTE &
CONTROL # ID TYPE DATE NOI DATE DSCR STATE DATE (Y/N) BALANCE RATE INTEREST
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- ----------------------------------------------------------------------------------------
PAID PREPAYMENT
PREPAYMENTS/ PREPAYMENT THROUGH PREMIUM LOAN
LIQUIDATIONS DATE DATE AMOUNT STATUS(*)
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
(*) Legend 1) Specially Serviced 4) REO 7) Foreclosure Sale 10) Modification/Workout
2) Foreclosure 5) Prepay In Full 8) Bankruptcy Sale
3) Bankruptcy 6) DPO 9) REO Disposition
</TABLE>
B-8
<PAGE> 132
<TABLE>
<C> <S>
$480,085,034
AMRESCO COMMERCIAL MORTGAGE FUNDING I CORPORATION Statement Date:
AMRESCO MANAGEMENT INC., AS MASTER SERVICER Payment Date:
MIDLAND LOAN SERVICES, L.P. Prior Payment:
LASALLE NATIONAL BANK, AS TRUSTEE Record Date:
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-C1
SPECIALLY SERVICED LOAN SUMMARY
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Number of Loans as of the Closing Date 0
Principal Balance as of the Closing Date 0.00
Current Number of Loans 0
Current Outstanding Principal Balance 0.00
Current Number of Specially Serviced Loans 0
Current Outstanding Principal Balance of Specially Serviced
Loans 0.00
Percent of Specially Serviced Loans (per Current Number of
Loans) 0.0000%
Percent of Specially Serviced Loans (per Current Outstanding
Principal Balance) 0.0000%
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
CURRENT CURRENT
PRINCIPAL PRINCIPAL
CURRENT BALANCE AS A % BALANCE AS A %
NUMBER OF INITIAL PRINCIPAL PRINCIPAL OF SPECIALLY OF TOTAL POOL
SPECIALLY SERVICED LOAN STATUS LOANS BALANCE BALANCE SERVICED LOANS BALANCE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1) Request for waiver of Prepayment Penalty
- ----------------------------------------------------------------------------------------------------------------------------------
2) Payment Default
- ----------------------------------------------------------------------------------------------------------------------------------
3) Request for Loan Modification or Workout
- ----------------------------------------------------------------------------------------------------------------------------------
4) Loans with Borrower Bankruptcy
- ----------------------------------------------------------------------------------------------------------------------------------
5) Loans in Process of Foreclosure
- ----------------------------------------------------------------------------------------------------------------------------------
6) Loans now REO Property
- ----------------------------------------------------------------------------------------------------------------------------------
7) Loans Paid Off
- ----------------------------------------------------------------------------------------------------------------------------------
8) Loans Returned to Master Servicer
- ----------------------------------------------------------------------------------------------------------------------------------
Total 0.00 0.00 0.00
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
B-9
<PAGE> 133
$480,085,034
AMRESCO COMMERCIAL MORTGAGE FUNDING I CORPORATION Statement Date:
AMRESCO MANAGEMENT INC., AS MASTER SERVICER Payment Date:
MIDLAND LOAN SERVICES, L.P. Prior Payment:
LASALLE NATIONAL BANK, AS TRUSTEE Record Date:
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-C1
SPECIALLY SERVICED LOAN DETAIL
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
SPECIAL DEBT SPECIALLY
OFFERING SERVICER SCHED SCHED NET SERVICE SERVICED
CIRCULAR TRANSFER PRINCIPAL INTEREST MATURITY PROPERTY OPERATING COVERAGE STATUS
CONTROL # DATE BALANCE RATE DATE TYPE STATE INCOME NOI DATE RATIO CODE*
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
*Legend: 1) Request for waiver of Prepayment Penalty 4) Loans with Borrower Bankruptcy 7) Loan Paid Off
2) Payment Default 5) Loans in Process of Foreclosure 8) Loans Returned to
3) Request for Loan Modification or Workout 6) Loans now REO Property Master Servicer
</TABLE>
B-10
<PAGE> 134
$480,085,034
AMRESCO COMMERCIAL MORTGAGE FUNDING I CORPORATION Statement Date:
AMRESCO MANAGEMENT INC., AS MASTER SERVICER Payment Date:
MIDLAND LOAN SERVICES, L.P. Prior Payment:
LASALLE NATIONAL BANK, AS TRUSTEE Record Date:
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-C1
MODIFIED LOAN DETAIL
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
OFFERING
MODIFICATION CIRCULAR MODIFICATION MODIFICATION
DATE CONTROL # DATE DESCRIPTION
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
</TABLE>
B-11
<PAGE> 135
$480,085,034
AMRESCO COMMERCIAL MORTGAGE FUNDING I CORPORATION Statement Date:
AMRESCO MANAGEMENT INC., AS MASTER SERVICER Payment Date:
MIDLAND LOAN SERVICES, L.P. Prior Payment:
LASALLE NATIONAL BANK, AS TRUSTEE Record Date:
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-C1
REALIZED LOSS DETAIL
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
GROSS
APPRAISAL PROCEEDS
OFFERING VALUE/ SCHED AS A % OF
DISTRIBUTION CIRCULAR APPRAISAL BROKERS PRINCIPAL GROSS SCHED
DATE CONTROL # DATE ESTIMATE BALANCE PROCEEDS PRINCIPAL
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Current Total
Cumulative
- ---------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- ------------------------------------------------------------------------------------
NET
PROCEEDS
AGGREGATE NET AS A % OF CURRENT
DISTRIBUTION LIQUIDATION LIQUIDATION SCHED REALIZED
DATE EXPENSES* PROCEEDS BALANCE LOSS
- --------------------- -------------------------------------------------------------
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Current Total
Cumulative
- ------------------------------------------------------------------------------------
</TABLE>
* Aggregate liquidation expenses also include outstanding P&I advances and
unpaid servicing fees, unpaid trustee fees, etc.
B-12
<PAGE> 136
PROSPECTUS
AMRESCO COMMERCIAL MORTGAGE FUNDING I CORPORATION
DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES
(ISSUABLE IN SERIES)
The mortgage pass-through certificates (the "OFFERED CERTIFICATES") offered
hereby and by supplements hereto (each, a "PROSPECTUS SUPPLEMENT") will be
offered from time to time in one or more series (each, a "SERIES"). The Offered
Certificates of any Series, together with any other mortgage pass-through
certificates of such Series, are collectively referred to herein as the
"CERTIFICATES". Each Series of Certificates will represent in the aggregate the
entire beneficial ownership interest in a trust fund (with respect to any
Series, the "TRUST FUND") consisting of one or more segregated pools of various
types of multifamily or commercial mortgage loans (the "MORTGAGE LOANS"),
mortgage participations, mortgage pass-through certificates or other
mortgage-backed securities evidencing interests in or secured by multifamily or
commercial mortgage loans (collectively, the "CMBS") or a combination of
Mortgage Loans and/or CMBS (with respect to any Series, collectively, the
"MORTGAGE ASSETS"). Security for a material concentration of the Mortgage Loans
(or the mortgage loans underlying the CMBS) in any Trust Fund, based on
principal balance at the time such Trust Fund is formed, will be represented by
each of: (a) multifamily properties consisting of five or more rental or
cooperatively owned dwellings, (b) retail properties and (c) office properties.
If so specified in the related Prospectus Supplement, some or all of the
Mortgage Loans will include assignments of the leases of the related Mortgaged
Properties (as defined herein) and/or assignments of the rental payments due
from the lessees under such leases (each type of assignment, a "LEASE
ASSIGNMENT"). A significant or the sole source of payments on certain Commercial
Loans (as defined herein) and, therefore, of distributions on certain Series of
Certificates, will be such rent payments. If so specified in the related
Prospectus Supplement, the Trust Fund for a Series of Certificates may include
letters of credit, insurance policies, guarantees, reserve funds or other types
of credit support, or any combination thereof (with respect to any Series,
collectively, "CREDIT SUPPORT"), and currency or interest rate exchange
agreements and other financial assets, or any combination thereof (with respect
to any Series, collectively, "CASH FLOW AGREEMENTS"). See "Description of the
Trust Funds," "Description of the Certificates" and "Description of Credit
Support."
Retain this Prospectus for future reference. This Prospectus may not be
used to consummate sales of the Offered Certificates of any Series unless
accompanied by the Prospectus Supplement for such Series.
(cover continued on next page)
---------------------
PROCEEDS OF THE ASSETS IN THE TRUST FUND ARE THE SOLE SOURCE OF PAYMENTS ON THE
OFFERED CERTIFICATES. THE CERTIFICATES OF EACH SERIES WILL NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, ANY MASTER SERVICER, ANY SPECIAL
SERVICER, ANY PRIMARY SERVICER, AMRESCO, INC., THE TRUSTEE, THE UNDERWRITER OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR ANY ASSETS IN
THE RELATED TRUST FUND WILL BE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
OR INSTRUMENTALITY OR BY ANY OTHER PERSON, TO THE EXTENT PROVIDED IN THE RELATED
PROSPECTUS SUPPLEMENT. THE ASSETS IN EACH TRUST FUND WILL BE HELD IN TRUST FOR
THE BENEFIT OF THE HOLDERS OF THE RELATED SERIES OF CERTIFICATES PURSUANT TO A
POOLING AND SERVICING AGREEMENT AND ONE OR MORE SERVICING AGREEMENTS, OR A TRUST
AGREEMENT, AS MORE FULLY DESCRIBED HEREIN.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR THE RELATED PROSPECTUS SUPPLEMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------
PROSPECTIVE INVESTORS SHOULD REVIEW THE INFORMATION APPEARING UNDER THE
CAPTION "RISK FACTORS" BEGINNING ON PAGE 14 HEREIN AND SUCH INFORMATION AS MAY
BE SET FORTH UNDER THE CAPTION "RISK FACTORS" IN THE RELATED PROSPECTUS
SUPPLEMENT BEFORE PURCHASING ANY OFFERED CERTIFICATE.
Prior to issuance there will have been no market for the Certificates of
any Series and there can be no assurance that a secondary market for any Offered
Certificates will develop or that, if it does develop, it will continue. This
Prospectus may not be used to consummate sales of the Offered Certificates of
any Series unless accompanied by the Prospectus Supplement for such Series.
Offers of the Offered Certificates may be made through one or more
different methods, including offerings through underwriters as more fully
described under "Method of Distribution" herein and in the related Prospectus
Supplement.
---------------------
THE DATE OF THIS PROSPECTUS IS JUNE 15, 1997
<PAGE> 137
Each Series of Certificates will consist of one or more classes of
Certificates that may (i) provide for the accrual of interest thereon based on
fixed, variable or floating rates; (ii) be senior or subordinate to one or more
other classes of Certificates in respect of certain distributions on the
Certificates; (iii) be entitled to principal distributions, with
disproportionately low, nominal or no interest distributions; (iv) be entitled
to interest distributions, with disproportionately low, nominal or no principal
distributions; (v) provide for distributions of accrued interest thereon
commencing only following the occurrence of certain events, such as the
retirement of one or more other classes of Certificates of such Series; (vi)
provide for distributions of principal sequentially, based on specified payment
schedules or other methodologies; and/or (vii) provide for distributions based
on a combination of two or more components thereof with one or more of the
characteristics described in this paragraph, to the extent of available funds,
in each case as described in the related Prospectus Supplement. Any such classes
may include classes of Offered Certificates. See "Description of the
Certificates."
Principal and interest with respect to Certificates will be distributable
monthly, quarterly, semi-annually or at such other intervals and on the dates
specified in the related Prospectus Supplement. Distributions on the
Certificates of any Series will be made only from the assets of the related
Trust Fund.
The yield on each class of Certificates of a Series will be affected by,
among other things, the rate of payment of principal (including prepayments,
repurchase and defaults) on the Mortgage Assets in the related Trust Fund and
the timing of receipt of such payments as described under the caption "Yield
Considerations" herein and under the caption "Certain Prepayment, Maturity and
Yield Considerations" in the related Prospectus Supplement. A Trust Fund may be
subject to early termination under the circumstances described herein and in the
related Prospectus Supplement.
All CMBS will have been acquired for inclusion in a Trust Fund in purely
secondary transactions from a seller other than the issuer thereof and any of
its affiliates. The factors considered by the Registrant in determining that the
CMBS have been acquired in purely secondary market transactions include the
following: the Depositor's historical relationship with the underlying issuer,
whether or not any distribution by the Depositor with respect to other
securities of that issuer is presently occurring or being considered, whether
the Depositor was involved in the initial distribution of the underlying
securities, and the period of time elapsed between initial distribution and the
securitization transaction.
If so provided in the related Prospectus Supplement, one or more elections
may be made to treat the related Trust Fund or a designated portion thereof as a
"real estate mortgage investment conduit" (each, a "REMIC") for federal income
tax purposes. See "Federal Income Tax Consequences" herein.
Until 90 days after the date of each Prospectus Supplement, all dealers
effecting transactions in the Offered Certificates covered by such Prospectus
Supplement, whether or not participating in the distribution thereof, may be
required to deliver such Prospectus Supplement and this Prospectus. This is in
addition to the obligation of dealers to deliver a Prospectus and Prospectus
Supplement when acting as underwriters and with respect to their unsold
allotments or subscriptions.
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus and any Prospectus
Supplement with respect hereto and, if given or made, such information or
representations must not be relied upon. This Prospectus and any Prospectus
Supplement with respect hereto do not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the Offered
Certificates or an offer of the Offered Certificates to any person in any state
or other jurisdiction in which such offer would be unlawful. The delivery of
this Prospectus at any time does not imply that information herein is correct as
of any time subsequent to its date; however, if any material change occurs while
this Prospectus is required by law to be delivered, this Prospectus will be
amended or supplemented accordingly.
2
<PAGE> 138
PROSPECTUS SUPPLEMENT
As more particularly described herein, the Prospectus Supplement relating
to the Offered Certificates of each Series will, among other things, set forth
with respect to such Certificates, as appropriate: (i) a description of the
class or classes of Certificates, the payment provisions with respect to each
such class and the Pass-Through Rate or method of determining the Pass-Through
Rate with respect to each such class; (ii) the aggregate principal amount and
distribution dates relating to such Series and, if applicable, the initial and
final scheduled distribution dates for each class; (iii) information as to the
assets comprising the Trust Fund, including the general characteristics of the
assets included therein, including the Mortgage Assets and any Credit Support
and Cash Flow Agreements (with respect to the Certificates of any Series, the
"TRUST ASSETS"); (iv) the circumstances, if any, under which the Trust Fund may
be subject to early termination; (v) additional information with respect to the
method of distribution of such Certificates; (vi) whether one or more REMIC
elections will be made and designation of the regular interests and residual
interests; (vii) the aggregate original percentage ownership interest in the
Trust Fund to be evidenced by each class of Certificates; (viii) information as
to any Master Servicer, any Primary Servicer, any Special Servicer (or provision
for the appointment thereof) and the Trustee, as applicable; (ix) information as
to the nature and extent of subordination with respect to any class of
Certificates that is subordinate in right of payment to any other class; and (x)
whether such Certificates will be initially issued in definitive or book-entry
form.
AVAILABLE INFORMATION
The Depositor has filed with the Securities and Exchange Commission (the
"COMMISSION") a Registration Statement (of which this Prospectus forms a part)
under the Securities Act of 1933, as amended (the "SECURITIES ACT"), with
respect to the Offered Certificates. This Prospectus and the Prospectus
Supplement relating to each Series of Certificates contain summaries of the
material terms of the documents referred to herein and therein, but do not
contain all of the information set forth in the Registration Statement pursuant
to the rules and regulations of the Commission. For further information,
reference is made to such Registration Statement and the exhibits thereto. Such
Registration Statement and exhibits can be inspected and copied at prescribed
rates at the public reference facilities maintained by the Commission at its
Public Reference Section, 450 Fifth Street, N.W, Washington, D.C. 20549, and at
its Regional Offices located as follows: Midwest Regional Office, Citicorp
Center, 500 West Madison Street, Chicago, Illinois 60661; and Northeast Regional
Office, Seven World Trade Center, Suite 1300, New York, New York 10048. The
Commission maintains a Web site at http://www.sec.gov containing reports, proxy
and information statements and other information regarding registrants,
including the Depositor, that file electronically with the Commission.
To the extent described in the related Prospectus Supplement, some or all
of the Mortgage Loans may be secured by an assignment of the lessors' (i.e., the
related Mortgagors') rights in one or more leases (each, a "LEASE") on the
related Mortgaged Property. Unless otherwise specified in the related Prospectus
Supplement, no Series of Certificates will represent interests in or obligations
of any lessee (each, a "LESSEE") under a Lease. If indicated, however, in the
Prospectus Supplement for a given Series, a significant or the sole source of
payments on the Mortgage Loans in such Series, and, therefore, of distributions
on such Certificates, will be rental payments due from the Lessees under the
Leases. Under such circumstances, prospective investors in the related Series of
Certificates may wish to consider publicly available information, if any,
concerning the Lessees. Reference should be made to the related Prospectus
Supplement for information concerning the Lessees and whether any such Lessees
are subject to the periodic reporting requirements of the Securities Exchange
Act of 1934, as amended (the "EXCHANGE ACT").
A Master Servicer or the Trustee will be required to mail to holders of
Definitive Certificates (as defined herein) of each Series periodic unaudited
reports concerning the related Trust Fund. Unless
3
<PAGE> 139
and until Definitive Certificates are issued, or to the extent provided in the
related Prospectus Supplement, such reports will be sent on behalf of the
related Trust Fund to Cede & Co. ("CEDE"), as nominee of The Depository Trust
Company ("DTC") and registered holder of the Offered Certificates, pursuant to
the applicable Agreement. Such reports may be available to Beneficial Owners (as
defined herein) in the Certificates upon request to their respective DTC
Participants or Indirect Participants (as defined herein). See "Description of
the Certificates -- Reports to Certificateholders" and "Description of the
Agreements -- Evidence as to Compliance."
The Depositor will file or cause to be filed with the Commission such
periodic reports with respect to each Trust Fund as are required under the
Exchange Act, and the rules and regulations of the Commission thereunder. The
Depositor intends to make a written request to the staff of the Commission that
the staff either (i) issue an order pursuant to Section 12(h) of the Exchange
Act exempting the Depositor from certain reporting requirements under the
Exchange Act with respect to each Trust Fund or (ii) state that the staff will
not recommend that the Commission take enforcement action if the Depositor
fulfills its reporting obligations as described in its written request. If such
request is granted, the Depositor will file or cause to be filed with the
Commission as to each Trust Fund the periodic unaudited reports to holders of
the Offered Certificates referenced in the preceding paragraph; however, because
of the nature of the Trust Funds, it is unlikely that any significant additional
information will be filed. In addition, because of the limited number of
Certificateholders expected for each series, the Depositor anticipates that a
significant portion of such reporting requirements will be permanently suspended
following the first fiscal year for the related Trust Fund.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
There are incorporated herein by reference all documents and reports filed
or caused to be filed by the Depositor with respect to a Trust Fund pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination
of an offering of Offered Certificates evidencing interests therein. The
Depositor will provide or cause to be provided without charge to each person to
whom this Prospectus is delivered in connection with the offering of one or more
classes of Offered Certificates, upon written or oral request of such person, a
copy of any or all documents or reports incorporated herein by reference, in
each case to the extent such documents or reports relate to one or more of such
classes of such Offered Certificates, other than the exhibits to such documents
(unless such exhibits are specifically incorporated by reference in such
documents). Requests to the Depositor should be directed in writing to AMRESCO
Commercial Mortgage Funding I Corporation, 700 North Pearl Street, Suite 2400,
L.B. No. 342, Dallas, Texas 75201, Attention: L. Keith Blackwell. The Depositor
has determined that its financial statements are not material to the offering of
any Offered Certificates.
4
<PAGE> 140
TABLE OF CONTENTS
<TABLE>
<S> <C>
PROSPECTUS SUPPLEMENT............................. 3
AVAILABLE INFORMATION............................. 3
INCORPORATION OF CERTAIN INFORMATION BY
REFERENCE....................................... 4
SUMMARY OF PROSPECTUS............................. 6
RISK FACTORS...................................... 14
Limited Liquidity............................... 14
Limited Assets.................................. 14
Prepayments and Effect on Average Life of
Certificates and Yields....................... 15
Limited Nature of Ratings....................... 15
Risks Associated with Mortgage Loans and
Mortgaged Properties.......................... 16
Risks Particular to Multifamily Rental
Properties.................................... 17
Risks Particular to Retail Properties........... 17
Risks Particular to Office Properties........... 18
Risks Associated with Commercial Loans and
Leases........................................ 18
Balloon Payments................................ 18
Junior Mortgage Loans........................... 19
Obligor Default................................. 19
Mortgagor Type.................................. 19
Credit Support Limitations...................... 19
Enforceability.................................. 20
Environmental Risks............................. 21
Delinquent and Non-Performing Mortgage Loans.... 21
ERISA Considerations............................ 21
Certain Federal Tax Considerations Regarding
REMIC Residual Certificates................... 22
Control......................................... 22
Book-Entry Registration......................... 22
DESCRIPTION OF THE TRUST FUNDS.................... 22
Assets.......................................... 22
Mortgage Loans.................................. 23
CMBS............................................ 29
Accounts........................................ 30
Credit Support.................................. 30
Cash Flow Agreements............................ 31
USE OF PROCEEDS................................... 31
YIELD CONSIDERATIONS.............................. 31
General......................................... 31
Pass-Through Rate............................... 31
Timing of Payment of Interest................... 32
Payments of Principal; Prepayments.............. 32
Prepayments -- Maturity and Weighted Average
Life.......................................... 33
Other Factors Affecting Weighted Average Life... 34
THE DEPOSITOR..................................... 36
DESCRIPTION OF THE CERTIFICATES................... 37
General......................................... 37
Distributions................................... 37
Available Distribution Amount................... 38
Distributions of Interest on the Certificates... 38
Distributions of Principal of the
Certificates.................................. 39
Components...................................... 39
Distributions on the Certificates of Prepayment
Premiums or in Respect of Equity
Participations................................ 40
Allocation of Losses and Shortfalls............. 40
Advances in Respect of Delinquencies............ 40
Reports to Certificateholders................... 41
Termination..................................... 43
Book-Entry Registration and Definitive
Certificates.................................. 44
DESCRIPTION OF THE AGREEMENTS..................... 45
Assignment of Assets; Repurchases............... 46
Representations and Warranties; Repurchases..... 47
Accounts........................................ 49
Collection and Other Servicing Procedures....... 52
Hazard Insurance Policies....................... 55
Rental Interruption Insurance Policy............ 56
Fidelity Bonds and Errors and Omissions
Insurance..................................... 56
Due-on-Sale and Due-on-Encumbrance Provisions... 56
Retained Interest; Servicing Compensation and
Payment of Expenses........................... 57
Evidence as to Compliance....................... 57
Certain Matters Regarding each Servicer and the
Depositor..................................... 58
Events of Default............................... 59
Rights Upon Event of Default.................... 59
Amendment....................................... 60
The Trustee..................................... 60
Duties of the Trustee........................... 61
Certain Matters Regarding the Trustee........... 61
Resignation and Removal of the Trustee.......... 61
DESCRIPTION OF CREDIT SUPPORT..................... 62
General......................................... 62
Subordinate Certificates........................ 62
Cross-Support Provisions........................ 62
Insurance or Guarantees with Respect to the
Whole Loans................................... 63
Letter of Credit................................ 63
Insurance Policies and Surety Bonds............. 63
Reserve Funds................................... 63
Credit Support with respect to CMBS............. 64
CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS AND
THE LEASES...................................... 64
General......................................... 64
Types of Mortgage Instruments................... 65
Interest in Real Property....................... 65
Leases and Rents................................ 65
Personalty...................................... 66
Cooperative Loans............................... 66
Foreclosure..................................... 67
Bankruptcy Laws................................. 72
Environmental Legislation....................... 75
Due-on-Sale and Due-on-Encumbrance.............. 78
Subordinate Financing........................... 78
Default Interest, Prepayment Charges and
Prepayments................................... 79
Acceleration on Default......................... 79
Applicability of Usury Laws..................... 79
Certain Laws and Regulations; Types of Mortgaged
Properties.................................... 80
Americans With Disabilities Act................. 80
Soldiers' and Sailors' Civil Relief Act of
1940.......................................... 80
Forfeitures in Drug and RICO Proceedings........ 81
FEDERAL INCOME TAX CONSEQUENCES................... 81
General......................................... 81
Grantor Trust Funds............................. 82
REMICs.......................................... 90
Prohibited Transactions and Other Taxes......... 104
Liquidation and Termination..................... 105
Administrative Matters.......................... 105
Tax-Exempt Investors............................ 105
Residual Certificate Payments to Non-U.S.
Persons....................................... 105
Tax-Related Restrictions on Transfers of REMIC
Residual Certificates......................... 106
STATE TAX CONSIDERATIONS.......................... 108
ERISA CONSIDERATIONS.............................. 108
General......................................... 108
Prohibited Transactions......................... 108
Review by Plan Fiduciaries...................... 110
LEGAL INVESTMENT.................................. 111
METHOD OF DISTRIBUTION............................ 113
LEGAL MATTERS..................................... 114
FINANCIAL INFORMATION............................. 114
RATING............................................ 114
</TABLE>
5
<PAGE> 141
SUMMARY OF PROSPECTUS
The following summary of certain pertinent information is qualified in its
entirety by reference to the more detailed information appearing elsewhere in
this Prospectus and by reference to the information with respect to each Series
of Certificates contained in the Prospectus Supplement to be prepared and
delivered in connection with the offering of such "Series." An Index of
Principal Definitions is included at the end of this Prospectus.
Title of Certificates...... Mortgage Pass-Through Certificates, issuable in
Series (the "CERTIFICATES").
Depositor.................. AMRESCO Commercial Mortgage Funding I Corporation,
an indirect wholly-owned subsidiary of AMRESCO,
INC. (the "DEPOSITOR"). See "The Depositor."
Master Servicer............ The master servicer (the "MASTER SERVICER"), if
any, for each Series of Certificates, which may be
an affiliate of the Depositor, will be named in the
related Prospectus Supplement. See "Description of
the Agreements -- Collection and Other Servicing
Procedures."
Special Servicer........... The special servicer (the "SPECIAL SERVICER"), if
any, for each Series of Certificates, which may be
an affiliate of the Depositor, will be named, or
the circumstances in accordance with which a
Special Servicer will be appointed will be
described, in the related Prospectus Supplement.
See "Description of the Agreements -- Special
Servicers."
Primary Servicer........... The primary servicer (the "PRIMARY SERVICER"), if
any, for each Series of Certificates, which may be
an affiliate of the Depositor, will be named in the
related Prospectus Supplement. See "Description of
the Agreements -- Collection and Other Servicing
Procedures."
Trustee.................... The trustee (the "TRUSTEE") for each Series of
Certificates will be named in the related
Prospectus Supplement. See "Description of the
Agreements -- The Trustee."
The Trust Assets........... Each Series of Certificates will represent in the
aggregate the entire beneficial ownership interest
in a Trust Fund consisting of:
(a) Mortgage Assets........ The Mortgage Assets with respect to each Series of
Certificates will consist of a pool of multifamily
and/or commercial mortgage loans (collectively, the
"MORTGAGE LOANS") and/or mortgage participations,
mortgage pass-through certificates or other
mortgage-backed securities evidencing interests in
or secured by Mortgage Loans (collectively, the
"CMBS") or a combination of Mortgage Loans and
CMBS. The Mortgage Loans will not be guaranteed or
insured by the Depositor or any of its affiliates
or, unless otherwise provided in the Prospectus
Supplement, by any governmental agency or
instrumentality or other person. The CMBS may be
guaranteed or insured by an affiliate of the
Depositor, the Federal Home Loan Mortgage
Corporation, the Federal National Mortgage
Association, the Government National Mortgage
Association, or any other person specified in the
related Prospectus Supplement. As more specifically
described herein, the Mortgage Loans will be
secured by first or junior liens on, or
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<PAGE> 142
security interests in, properties consisting of (i)
residential properties consisting of five or more
rental or cooperatively owned dwelling units (the
"MULTIFAMILY PROPERTIES") or (ii) office buildings,
retail centers, hotels or motels, health
care-related facilities, industrial properties,
mini-warehouse facilities or self-storage
facilities, mobile home parks, mixed use or other
types of commercial properties (the "COMMERCIAL
PROPERTIES"). The term "MORTGAGED PROPERTIES" shall
refer to Multifamily Properties or Commercial
Properties, or both.
To the extent described in the related Prospectus
Supplement, some or all of the Mortgage Loans may
also be secured by an assignment of one or more
leases (each, a "LEASE") of one or more lessees
(each, a "LESSEE") of all or a portion of the
related Mortgaged Properties. To the extent
specified in the related Prospectus Supplement, a
significant or the sole source of payments on
certain Commercial Loans (as defined herein) will
be the rental payments due under the related
Leases. In certain circumstances, with respect to
Commercial Properties, the material terms and
conditions of the related Leases may be set forth
in the related Prospectus Supplement. See
"Description of the Trust Funds -- Mortgage
Loans -- Leases" and "Risk Factors -- Limited
Assets" herein.
The Mortgaged Properties may be located in the
United States or its territories. All Mortgage
Loans will have individual principal balances at
origination of not less than $250,000 and original
terms to maturity of not more than 40 years. All
Mortgage Loans will have been originated by persons
other than the Depositor, and all Mortgage Assets
will have been purchased, either directly or
indirectly, by the Depositor on or before the date
of initial issuance of the related Series of
Certificates. The related Prospectus Supplement
will indicate if any such persons are affiliates of
the Depositor.
Each Mortgage Loan may provide for no accrual of
interest or for accrual of interest thereon at an
interest rate (a "MORTGAGE INTEREST RATE") that is
fixed over its term or that adjusts from time to
time, or is partially fixed and partially floating
or that may be converted from a floating to a fixed
Mortgage Interest Rate, or from a fixed to a
floating Mortgage Interest Rate, from time to time
at the Mortgagor's election, in each case as
described in the related Prospectus Supplement. The
floating Mortgage Interest Rates on the Mortgage
Loans in a Trust Fund may be based on one or more
indices. Each Mortgage Loan may provide for
scheduled payments to maturity, payments that
adjust from time to time to accommodate changes in
the Mortgage Interest Rate or to reflect the
occurrence of certain events, and may provide for
negative amortization or accelerated amortization,
in each case as described in the related Prospectus
Supplement. Each Mortgage Loan may be fully
amortizing or require a balloon payment due on its
stated maturity date, in each case as described in
the related Prospectus Supplement. Each Mortgage
Loan may contain prohibitions on prepayment or
require payment of a premium or a
7
<PAGE> 143
yield maintenance penalty in connection with a
prepayment, in each case as described in the
related Prospectus Supplement. The Mortgage Loans
may provide for payments of principal, interest or
both, on due dates that occur monthly, quarterly,
semi-annually or at such other interval as is
specified in the related Prospectus Supplement. See
"Description of the Trust Funds -- Assets."
(b) Collection Accounts.... Each Trust Fund will include one or more accounts
established and maintained on behalf of the
Certificateholders into which the person or persons
designated in the related Prospectus Supplement
will, to the extent described herein and in such
Prospectus Supplement, deposit all payments and
collections received or advanced with respect to
the Mortgage Assets and other assets in the Trust
Fund. Such an account may be maintained as an
interest bearing or a non-interest bearing account,
and funds held therein may be held as cash or
invested in certain short-term, investment grade
obligations, in each case as described in the
related Prospectus Supplement. See "Description of
the Agreements -- Distribution Account and Other
Collection Accounts."
(c) Credit Support......... If so provided in the related Prospectus
Supplement, partial or full protection against
certain defaults and losses on the Mortgage Assets
in the related Trust Fund may be provided to one or
more classes of Certificates of the related Series
in the form of subordination of one or more other
classes of Certificates of such Series, which other
classes may include one or more classes of Offered
Certificates, or by one or more other types of
credit support, such as a letter of credit,
insurance policy, guarantee, reserve fund or
another type of credit support, or a combination
thereof (any such coverage with respect to the
Certificates of any Series, "CREDIT SUPPORT"). The
amount and types of coverage, the identification of
the entity providing the coverage (if applicable)
and related information with respect to each type
of Credit Support, if any, will be described in the
Prospectus Supplement for a Series of Certificates.
The Prospectus Supplement for any Series of
Certificates evidencing an interest in a Trust Fund
that includes CMBS will describe any similar forms
of credit support that are provided by or with
respect to, or are included as part of the trust
fund evidenced by or providing security for, such
CMBS. See "Risk Factors -- Credit Support
Limitations" and "Description of Credit Support."
(d) Cash Flow Agreement.... If so provided in the related Prospectus
Supplement, the Trust Fund may include guaranteed
investment contracts pursuant to which moneys held
in the funds and accounts established for the
related Series will be invested at a specified
rate. The Trust Fund may also include certain other
agreements, such as interest rate exchange
agreements, interest rate cap or floor agreements,
currency exchange agreements or similar agreements
provided to reduce the effects of interest rate or
currency exchange rate fluctuations on the Mortgage
Assets of one or more classes of Certificates. The
principal terms of any such guaranteed investment
contract or other agreement (any such agreement, a
"CASH
8
<PAGE> 144
FLOW AGREEMENT"), including, without limitation,
provisions relating to the timing, manner and
amount of payments thereunder and provisions
relating to the termination thereof, will be
described in the Prospectus Supplement for the
related Series. In addition, the related Prospectus
Supplement will provide certain information with
respect to the obligor under any such Cash Flow
Agreement. The Prospectus Supplement for any Series
of Certificates evidencing an interest in a Trust
Fund that includes CMBS will describe any cash flow
agreements that are included as part of the trust
fund evidenced by or providing security for such
CMBS. See "Description of the Trust Funds -- Cash
Flow Agreements."
Description of
Certificates............... Each Series of Certificates evidencing an interest
in a Trust Fund that includes Mortgage Loans as
part of its assets will be issued pursuant to a
pooling and servicing agreement, and each Series of
Certificates evidencing an interest in a Trust Fund
that does not include Mortgage Loans will be issued
pursuant to a trust agreement. To the extent
specified in the Prospectus Supplement, the
Mortgage Loans shall be serviced pursuant to a
pooling and servicing agreement and one or more
servicing agreements. Pooling and servicing
agreements, servicing agreements and trust
agreements are referred to herein as the
"AGREEMENTS". Each Series of Certificates will
include one or more classes. Each Series of
Certificates (including any class or classes of
Certificates of such Series not offered hereby)
will represent in the aggregate the entire
beneficial ownership interest in the Trust Fund.
Each class of Certificates (other than certain
Stripped Interest Certificates, as defined below)
will have a stated principal amount (a "CERTIFICATE
BALANCE") and (other than certain Stripped
Principal Certificates, as defined below), will
accrue interest thereon based on a fixed, variable
or floating interest rate (a "PASS-THROUGH RATE").
The related Prospectus Supplement will specify the
Certificate Balance, if any, and the Pass-Through
Rate, if any, for each class of Certificates or, in
the case of a variable or floating Pass-Through
Rate, the method for determining the Pass-Through
Rate.
Distributions on
Certificates............... Each Series of Certificates will consist of one or
more classes of Certificates that may (i) provide
for the accrual of interest thereon based on fixed,
variable or floating rates; (ii) be senior
(collectively, "SENIOR CERTIFICATES") or
subordinate (collectively, "SUBORDINATE
CERTIFICATES") to one or more other classes of
Certificates in respect of certain distributions on
the Certificates; (iii) be entitled to principal
distributions, with disproportionately low, nominal
or no interest distributions (collectively,
"STRIPPED PRINCIPAL CERTIFICATES"); (iv) be
entitled to interest distributions, with
disproportionately low, nominal or no principal
distributions (collectively, "STRIPPED INTEREST
CERTIFICATES"); (v) provide for distributions of
accrued interest thereon commencing only following
the occurrence of certain events, such as the
retirement of one or more other classes of
Certificates of such Series (collectively, "ACCRUAL
CERTIFICATES"); (vi) provide for distributions of
principal sequentially, based on specified payment
schedules or other methodologies; and/or (vii)
provide for distributions based on a
9
<PAGE> 145
combination of two or more components thereof with
one or more of the characteristics described in
this paragraph, including a Stripped Principal
Certificate component and a Stripped Interest
Certificate component, to the extent of available
funds, in each case as described in the related
Prospectus Supplement. Any such classes may include
classes of Offered Certificates. With respect to
Certificates with two or more components,
references herein to Certificate Balance, notional
amount and Pass-Through Rate refer to the principal
balance, if any, notional amount, if any, and the
Pass-Through Rate, if any, for any such component.
The Certificates will not be guaranteed or insured
by the Depositor or any of its affiliates, by any
governmental agency or instrumentality or by any
other person, unless otherwise provided in the
related Prospectus Supplement. See "Risk
Factors -- Limited Assets" and "Description of the
Certificates."
(a) Interest............... Interest on each class of Offered Certificates
(other than Stripped Principal Certificates and
certain classes of Stripped Interest Certificates)
of each Series will accrue at the applicable Pass-
Through Rate on the outstanding Certificate Balance
thereof and will be distributed to
Certificateholders as provided in the related
Prospectus Supplement (each of the specified dates
on which distributions are to be made, a
"DISTRIBUTION DATE"). Distributions with respect to
interest on Stripped Interest Certificates may be
made on each Distribution Date on the basis of a
notional amount as described in the related
Prospectus Supplement. Distributions of interest
with respect to one or more classes of Certificates
may be reduced to the extent of certain
delinquencies, losses, prepayment interest
shortfalls, and other contingencies described
herein and in the related Prospectus Supplement.
Stripped Principal Certificates with no stated
Pass-Through Rate will not accrue interest. See
"Risk Factors -- Prepayments and Effect on Average
Life of Certificates and Yields," "Yield
Considerations" and "Description of the
Certificates -- Distributions of Interest on the
Certificates."
(b) Principal.............. The Certificates of each Series initially will have
an aggregate Certificate Balance no greater than
the outstanding principal balance of the Mortgage
Assets as of, unless the related Prospectus
Supplement provides otherwise, the close of
business on the first day of the month of formation
of the related Trust Fund (the "CUT-OFF DATE"),
after application of scheduled payments due on or
before such date, whether or not received. The
Certificate Balance of a Certificate outstanding
from time to time represents the maximum amount
that the holder thereof is then entitled to receive
in respect of principal from future cash flow on
the assets in the related Trust Fund. To the extent
provided in the related Prospectus Supplement,
distributions of principal will be made on each
Distribution Date to the class or classes of
Certificates entitled thereto until the Certificate
Balances of such Certificates have been reduced to
zero. To the extent specified in the related
Prospectus Supplement, distributions of principal
of any class of Certificates will be made on a pro
rata basis among all of the
10
<PAGE> 146
Certificates of such class or by random selection,
as described in the related Prospectus Supplement
or otherwise established by the related Trustee.
Stripped Interest Certificates with no Certificate
Balance will not receive distributions in respect
of principal. See "Description of the
Certificates -- Distributions of Principal of the
Certificates."
Advances................... To the extent provided in the related Prospectus
Supplement, the Primary Servicer, the Special
Servicer or the Master Servicer (each, a
"SERVICER") will be obligated as part of its
servicing responsibilities to make certain advances
with respect to delinquent scheduled payments on
the Whole Loans in such Trust Fund which it deems
recoverable. Any such advances will be made under
and subject to any determinations or conditions set
forth in the related Prospectus Supplement. Neither
the Depositor nor any of its affiliates will have
any responsibility to make such advances. Advances
made by a Master Servicer are reimbursable
generally from subsequent recoveries in respect of
such Whole Loans and otherwise to the extent
described herein and in the related Prospectus
Supplement. If and to the extent provided in the
Prospectus Supplement for any Series, each Servicer
will be entitled to receive interest on its
outstanding advances, payable from amounts in the
related Trust Fund. The Prospectus Supplement for
any Series of Certificates evidencing an interest
in a Trust Fund that includes CMBS will describe
any corresponding advancing obligation of any
person in connection with such CMBS. See
"Description of the Certificates -- Advances in
Respect of Delinquencies."
Termination................ If so specified in the related Prospectus
Supplement, a Series of Certificates may be subject
to optional early termination through the
repurchase of the Mortgage Assets in the related
Trust Fund by the party specified therein, under
the circumstances and in the manner set forth
therein. If so provided in the related Prospectus
Supplement, upon the reduction of the Certificate
Balance of a specified class or classes of
Certificates by a specified percentage or amount or
on and after a date specified in such Prospectus
Supplement, the party specified therein will
solicit bids for the purchase of all of the
Mortgage Assets of the Trust Fund, or of a
sufficient portion of such Mortgage Assets to
retire such class or classes, or purchase such
Mortgage Assets at a price set forth in the related
Prospectus Supplement. In addition, if so provided
in the related Prospectus Supplement, certain
classes of Certificates may be purchased subject to
similar conditions. See "Description of the
Certificates -- Termination."
Registration of
Certificates............... If so provided in the related Prospectus
Supplement, one or more classes of the Offered
Certificates will initially be represented by one
or more Certificates registered in the name of Cede
& Co., as the nominee of DTC. No person acquiring
an interest in Offered Certificates so registered
will be entitled to receive a definitive
certificate representing such person's interest
except in the event that definitive certificates
are issued under the limited circumstances
described herein. See "Risk Factors -- Book-Entry
11
<PAGE> 147
Registration" and "Description of the
Certificates -- Book-Entry Registration and
Definitive Certificates."
Tax Status of the
Certificates............... The Certificates of each Series will constitute
either (i) "regular interests" ("REMIC REGULAR
CERTIFICATES") or a single class of "residual
interests" ("REMIC RESIDUAL CERTIFICATES") in a
Trust Fund or a portion of a Trust Fund treated as
a real estate mortgage investment conduit ("REMIC")
under Sections 860A through 860G of the Internal
Revenue Code of 1986, as amended (the "CODE"), or
(ii) interests ("GRANTOR TRUST CERTIFICATES") in a
Trust Fund treated as a grantor trust under
applicable provisions of the Code.
(a) REMIC.................. REMIC Regular Certificates generally will be
treated as debt obligations of the applicable REMIC
for federal income tax purposes. Certain REMIC
Regular Certificates may be issued with original
issue discount for federal income tax purposes. See
"Federal Income Tax Consequences" herein and in the
related Prospectus Supplement.
The Offered Certificates will be treated as (i)
assets described in section 7701(a)(19)(C) of the
Code and (ii) "real estate assets" within the
meaning of section 856(c)(5)(A) of the Code, in
each case to the extent described herein and in the
related Prospectus Supplement. See "Federal Income
Tax Consequences" herein and in the related
Prospectus Supplement.
(b) Grantor Trust.......... If no election is made to treat the Trust Fund
relating to a Series of Certificates as a REMIC,
the Trust Fund will be classified as a grantor
trust and not as an association taxable as a
corporation for federal income tax purposes, and
therefore holders of Certificates will be treated
as the owners of undivided pro rata interests in
the Mortgage Pool or pool of securities and any
other assets held by the Trust Fund.
Investors are urged to consult their tax advisors
and to review "Federal Income Tax Consequences"
herein and in the related Prospectus Supplement.
ERISA Considerations....... A fiduciary of an employee benefit plan and certain
other retirement plans and arrangements, including
individual retirement accounts, annuities, Keogh
plans, and collective investment funds and separate
accounts in which such plans, accounts, annuities
or arrangements are invested and any entity whose
underlying assets include assets of such a plan by
reason of any such plan's investment in the entity,
that is subject to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Code should carefully review
with its legal advisors whether the purchase or
holding of Offered Certificates could give rise to
a transaction that is prohibited or is not
otherwise permissible either under ERISA or Section
4975 of the Code. See "ERISA Considerations" herein
and in the related Prospectus Supplement. Certain
classes of Certificates may not be transferred
unless the Trustee and the Depositor are furnished
with a letter of representations or an opinion of
counsel to the effect that
12
<PAGE> 148
such transfer will not result in a violation of the
prohibited transaction provisions of ERISA and the
Code and will not subject the Trustee, the
Depositor or the Master Servicer to additional
obligations. See "Description of the
Certificates -- General" and "ERISA
Considerations."
Legal Investment........... The related Prospectus Supplement will specify
whether the Offered Certificates will constitute
"mortgage related securities" for purposes of the
Secondary Mortgage Market Enhancement Act of 1984.
Investors whose investment authority is subject to
legal restrictions should consult their own legal
advisors to determine whether and to what extent
the Offered Certificates constitute legal
investments for them. See "Legal Investment" herein
and in the related Prospectus Supplement.
Rating..................... At the date of issuance, as to each Series, each
class of Offered Certificates will be rated not
lower than investment grade by one or more
nationally recognized statistical rating agencies
(each, a "RATING AGENCY"). See "Rating" herein and
in the related Prospectus Supplement.
A security rating is not a recommendation to buy,
sell or hold securities and may be subject to
revision or withdrawal at any time by the assigning
rating organization.
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<PAGE> 149
RISK FACTORS
Investors should consider, in connection with the purchase of Offered
Certificates, among other things, the following factors and certain other
factors as may be set forth in "Risk Factors" in the related Prospectus
Supplement.
LIMITED LIQUIDITY
There can be no assurance that a secondary market for the Certificates of
any Series will develop or, if it does develop, that it will provide holders
with liquidity of investment or will continue while Certificates of such Series
remain outstanding. Any such secondary market may provide less liquidity to
investors than any comparable market for securities evidencing interests in
single family mortgage loans. The market value of Certificates will fluctuate
with changes in prevailing rates of interest. Consequently, sale of Certificates
by a holder in any secondary market that may develop may be at a discount from
100% of their original principal balance or from their purchase price.
Furthermore, secondary market purchasers may look only hereto, to the related
Prospectus Supplement and to the reports to Certificateholders delivered
pursuant to the related Agreement as described herein under the heading
"Description of the Certificates -- Reports to Certificateholders,"
"-- Book-Entry Registration and Definitive Certificates" and "Description of the
Agreements -- Evidence as to Compliance" for information concerning the
Certificates. Except to the extent described herein and in the related
Prospectus Supplement, Certificateholders will have no redemption rights and the
Certificates are subject to early retirement only under certain specified
circumstances described herein and in the related Prospectus Supplement. See
"Description of the Certificates -- Termination."
LIMITED ASSETS
The Certificates will not represent an interest in or obligation of the
Depositor, any Servicer, or any of their affiliates. The only obligations with
respect to the Certificates or the Mortgage Assets will be the obligations (if
any) of the Depositor (or, if otherwise provided in the related Prospectus
Supplement, the person identified therein as the person making certain
representations and warranties with respect to the Mortgage Loans, as
applicable, the "WARRANTING PARTY") pursuant to certain limited representations
and warranties made with respect to the Mortgage Loans. Since certain
representations and warranties with respect to the Mortgage Assets may have been
made and/or assigned in connection with transfers of such Mortgage Assets prior
to the Closing Date, the rights of the Trustee and the Certificateholders with
respect to such representations or warranties will be limited to their rights as
an assignee thereof. Unless otherwise specified in the related Prospectus
Supplement, none of the Depositor, any Servicer or any affiliate thereof will
have any obligation with respect to representations or warranties made by any
other entity. Unless otherwise specified in the related Prospectus Supplement,
neither the Certificates nor the underlying Mortgage Assets will be guaranteed
or insured by any governmental agency or instrumentality, or by the Depositor,
any Servicer or any of their affiliates. Proceeds of the assets included in the
related Trust Fund for each Series of Certificates (including the Mortgage
Assets and any form of credit enhancement) will be the sole source of payments
on the Certificates, and there will be no recourse to the Depositor or any other
entity in the event that such proceeds are insufficient or otherwise unavailable
to make all payments provided for under the Certificates.
Unless otherwise specified in the related Prospectus Supplement, a Series
of Certificates will not have any claim against or security interest in the
Trust Funds for any other Series. If the related Trust Fund is insufficient to
make payments on such Certificates, no other assets will be available for
payment of the deficiency. Additionally, certain amounts remaining in certain
funds or accounts, including the Distribution Account, the Collection Account
and any accounts maintained as Credit Support, may be withdrawn under certain
conditions, as described in the related Prospectus Supplement. In the event of
such withdrawal, such amounts will not be available for future payment of
principal of or interest on the Certificates. If so provided in the Prospectus
Supplement for a
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Series of Certificates consisting of one or more classes of Subordinate
Certificates, on any Distribution Date in respect of which losses or shortfalls
in collections on the Trust Assets have been incurred, the amount of such losses
or shortfalls will be borne first by one or more classes of the Subordinate
Certificates, and, thereafter, by the remaining classes of Certificates in the
priority and manner and subject to the limitations specified in such Prospectus
Supplement.
PREPAYMENTS AND EFFECT ON AVERAGE LIFE OF CERTIFICATES AND YIELDS
Prepayments (including those caused by defaults) on the Mortgage Assets in
any Trust Fund generally will result in a faster rate of principal payments on
one or more classes of the related Certificates than if payments on such
Mortgage Assets were made as scheduled. Thus, the prepayment experience on the
Mortgage Assets may affect the average life of each class of related
Certificates. The rate of principal payments on pools of mortgage loans varies
between pools and from time to time is influenced by a variety of economic,
demographic, geographic, social, tax, legal and other factors. There can be no
assurance as to the rate of prepayment on the Mortgage Assets in any Trust Fund
or that the rate of payments will conform to any model described herein or in
any Prospectus Supplement. If prevailing interest rates fall significantly below
the applicable mortgage interest rates, principal prepayments are likely to be
higher than if prevailing rates remain at or above the rates borne by the
Mortgage Loans underlying or comprising the Mortgage Assets in any Trust Fund.
As a result, the actual maturity of any class of Certificates could occur
significantly earlier than expected. A Series of Certificates may include one or
more classes of Certificates with priorities of payment and, as a result, yields
on other classes of Certificates, including classes of Offered Certificates, of
such Series may be more sensitive to prepayments on Mortgage Assets. A Series of
Certificates may include one or more classes offered at a significant premium or
discount. Yields on such classes of Certificates will be sensitive, and in some
cases extremely sensitive, to prepayments on Mortgage Assets and, where the
amount of interest payable with respect to a class is disproportionately high,
as compared to the amount of principal, as with certain classes of Stripped
Interest Certificates, a holder might, in some prepayment scenarios, fail to
recoup its original investment. A Series of Certificates may include one or more
classes of Certificates, including classes of Offered Certificates, that provide
for distribution of principal thereof from amounts attributable to interest
accrued but not currently distributable on one or more classes of Accrual
Certificates and, as a result, yields on such Certificates will be sensitive to
(a) the provisions of such Accrual Certificates relating to the timing of
distributions of interest thereon and (b) if such Accrual Certificates accrue
interest at a variable or floating Pass-Through Rate, changes in such rate. See
"Yield Considerations" herein and, if applicable, in the related Prospectus
Supplement.
LIMITED NATURE OF RATINGS
Any rating assigned by a Rating Agency to a class of Certificates will
reflect such Rating Agency's assessment solely of the likelihood that holders of
Certificates of such class will receive payments to which such
Certificateholders are entitled under the related Agreement. Such rating will
not constitute an assessment of the likelihood that principal prepayments
(including those caused by defaults) on the related Mortgage Assets will be
made, the degree to which the rate of such prepayments might differ from that
originally anticipated or the likelihood of early optional termination of the
Series of Certificates. Such rating will not address the possibility that
prepayment at higher or lower rates than anticipated by an investor may cause
such investor to experience a lower than anticipated yield or that an investor
purchasing a Certificate at a significant premium might fail to recoup its
initial investment under certain prepayment scenarios. Each Prospectus
Supplement will identify any payment to which holders of Offered Certificates of
the related Series are entitled that is not covered by the applicable rating.
The amount, type and nature of credit support, if any, established with
respect to a Series of Certificates will be determined on the basis of criteria
established by each Rating Agency rating
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classes of such Series. Such criteria are sometimes based upon an actuarial
analysis of the behavior of mortgage loans in a larger group. Such analysis is
often the basis upon which each Rating Agency determines the amount of credit
support required with respect to each such class. There can be no assurance that
the historical data supporting any such actuarial analysis will accurately
reflect future experience nor any assurance that the data derived from a large
pool of mortgage loans accurately predicts the delinquency, foreclosure or loss
experience of any particular pool of Mortgage Assets. No assurance can be given
that values of any Mortgaged Properties have remained or will remain at their
levels on the respective dates of origination of the related Mortgage Loans.
Moreover, there is no assurance that appreciation of real estate values
generally will limit loss experiences on the Mortgaged Properties. If the
commercial or multifamily residential real estate markets should experience an
overall decline in property values such that the outstanding principal balances
of the Mortgage Loans underlying or comprising the Mortgage Assets in a
particular Trust Fund and any secondary financing on the related Mortgaged
Properties become equal to or greater than the value of the Mortgaged
Properties, the rates of delinquencies, foreclosures and losses could be higher
than those now generally experienced by institutional lenders. In addition,
adverse economic conditions (which may or may not affect real property values)
may affect the timely payment by Mortgagors of scheduled payments of principal
and interest on the Mortgage Loans and, accordingly, the rates of delinquencies,
foreclosures and losses with respect to any Trust Fund. To the extent that such
losses are not covered by the Credit Support, if any, described in the related
Prospectus Supplement, such losses will be borne, at least in part, by the
holders of one or more classes of the Certificates of the related Series. See
"Description of Credit Support" and "Rating."
RISKS ASSOCIATED WITH MORTGAGE LOANS AND MORTGAGED PROPERTIES
Mortgage loans made with respect to multifamily or commercial property may
entail risks of delinquency and foreclosure, and risks of loss in the event
thereof, that are greater than similar risks associated with single family
property. See "Description of the Trust Funds -- Assets." The ability of a
Mortgagor to repay a loan secured by an income-producing property typically is
dependent primarily upon the successful operation of such property rather than
any independent income or assets of the Mortgagor; thus, the value of an
income-producing property is directly related to the net operating income
derived from such property. In contrast, the ability of a Mortgagor to repay a
single family loan typically is dependent primarily upon the Mortgagor's
household income, rather than the capacity of the property to produce income;
thus, other than in geographical areas where employment is dependent upon a
particular employer or an industry, the Mortgagor's income tends not to reflect
directly the value of such property. A decline in the net operating income of an
income-producing property will likely affect both the performance of the related
loan as well as the liquidation value of such property, whereas a decline in the
income of a Mortgagor on a single family property will likely affect the
performance of the related loan but may not affect the liquidation value of such
property. Moreover, a decline in the value of a Mortgaged Property will increase
the risk of loss particularly with respect to any related junior Mortgage Loan.
See "-- Junior Mortgage Loans."
The performance of a mortgage loan secured by an income-producing property
leased by the Mortgagor to tenants as well as the liquidation value of such
property may be dependent upon the business operated by such tenants in
connection with such property, the creditworthiness of such tenants or both; the
risks associated with such loans may be offset by the number of tenants or, if
applicable, a diversity of types of business operated by such tenants.
It is anticipated that a substantial portion of the Mortgage Loans included
in any Trust Fund will be nonrecourse loans or loans for which recourse may be
restricted or unenforceable, as to which, in the event of Mortgagor default,
recourse may be had only against the specific property and such other assets, if
any, as have been pledged to secure the related Mortgage Loan. With respect to
those Mortgage Loans that provide for recourse against the Mortgagor and its
assets generally,
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there can be no assurance that such recourse will ensure a recovery in respect
of a defaulted Mortgage Loan greater than the liquidation value of the related
Mortgaged Property.
Further, the concentration of default, foreclosure and loss risks in
individual Mortgagors or Mortgage Loans in a particular Trust Fund or the
related Mortgaged Properties will generally be greater than for pools of single
family loans both because the Mortgage Assets in a Trust Fund will generally
consist of a smaller number of loans than would a single family pool of
comparable aggregate unpaid principal balance and because of the higher
principal balance of individual Mortgage Loans. Mortgage Assets in a Trust Fund
may consist of only a single or limited number of Mortgage Loans and/or relate
to Leases to only a single Lessee or a limited number of Lessees.
If applicable, certain legal aspects of the Mortgage Loans for a Series of
Certificates may be described in the related Prospectus Supplement. See also
"Certain Legal Aspects of the Mortgage Loans and the Leases" herein.
RISKS PARTICULAR TO MULTIFAMILY RENTAL PROPERTIES
Adverse economic conditions, either local or national, may limit the amount
of rent that can be charged for rental units, and may result in a reduction in
timely rent payments or a reduction in occupancy levels without a corresponding
decrease in expenses. Occupancy and rent levels may also be affected by
construction of additional housing units, local military base closings and
national and local politics, including, in the case of multifamily rental
properties, current or future rent stabilization and rent control laws and
agreements. In addition, the level of mortgage interest rates may encourage
tenants in multifamily rental properties to purchase single-family housing.
Further, the cost of operating a multifamily property may increase, including
the cost of utilities and the costs of required capital expenditures.
Furthermore, the rent limitations imposed on Mortgaged Properties eligible to
receive low-income housing tax credits pursuant to Section 42 of the Code
("SECTION 42 PROPERTIES") may adversely affect the ability of the applicable
borrowers to increase rents to maintain such Mortgaged Properties in proper
condition during periods of rapid inflation or declining market value of such
Mortgaged Properties. In addition, the income restrictions on tenants imposed by
Section 42 of the Code may reduce the number of eligible tenants in such
Mortgaged Properties and result in a reduction in occupancy rates applicable
thereto. Furthermore, some eligible tenants may not find any differences in
rents between the Section 42 Properties and other multifamily rental properties
in the same area to be a sufficient economic incentive to reside at a Section 42
Property, which may have fewer amenities or otherwise be less attractive as a
residence. Additionally, the characteristics of a neighborhood may change over
time or in relation to newer developments. All of these conditions and events
may increase the possibility that a borrower may be unable to meet its
obligations under its Mortgage Loan.
RISKS PARTICULAR TO RETAIL PROPERTIES
In addition to risks generally associated with real estate, Mortgage Loans
secured by retail properties are also affected significantly by adverse changes
in consumer spending patterns, local competitive conditions (such as the supply
of retail space or the existence or construction of new competitive shopping
centers or shopping malls), alternative forms of retailing (such as direct mail,
video shopping networks and selling through the Internet which reduce the need
for retail space by retail companies), the quality and management philosophy of
management, the attractiveness of the properties and the surrounding
neighborhood to tenants and their customers, the public perception of the safety
of customers at shopping malls and shopping centers, and the need to make major
repairs or improvements to satisfy the needs of major tenants.
Retail properties may be adversely affected if a significant tenant ceases
operations at such locations (which may occur on account of a voluntary decision
not to renew a lease, bankruptcy or insolvency of such tenant, such tenant's
general cessation of business activities or for other reasons). Significant
tenants at a retail property play an important part in generating customer
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traffic and making a retail property a desirable location for other tenants at
such property. In addition, certain tenants at retail properties may be entitled
to terminate their leases if an anchor tenant ceases operations at such
property. In such cases, there can be no assurance that any such anchor tenants
will continue to occupy space in the related shopping centers.
RISKS PARTICULAR TO OFFICE PROPERTIES
In addition to risks generally associated with real estate, Mortgage Loans
secured by office properties are also affected significantly by adverse changes
in population, patterns of telecommuting and sharing of office space and
employment growth (which create demand for office space), local competitive
conditions (such as the supply of office space or the existence or construction
of new competitive office buildings), the quality and management philosophy of
management, the attractiveness of the properties to tenants and their customers
or clients, the attractiveness of the surrounding neighborhood and the need to
make major repairs or improvements to satisfy the needs of major tenants. In
addition, office properties may be adversely affected by an economic decline in
the business operated by their tenants. Such decline may result in one or more
significant tenants ceasing operations at such locations (which may occur on
account of a voluntary decision not to renew a lease, bankruptcy or insolvency
of such tenants, such tenants' general cessation of business activities or for
other reasons). If office properties have a single tenant or if there is a
significant concentration of tenants in a particular business or industry, the
risk of such an economic decline increases.
RISKS ASSOCIATED WITH COMMERCIAL LOANS AND LEASES
If so described in the related Prospectus Supplement, each Mortgagor under
a Commercial Loan may be an entity created by the owner or purchaser of the
related Commercial Property solely to own or purchase such property, in part to
isolate the property from the debts and liabilities of such owner or purchaser.
To the extent specified in the related Prospectus Supplement, each such
Commercial Loan will represent a nonrecourse obligation of the related Mortgagor
secured by the lien of the related Mortgage and the related Lease Assignments.
Whether or not such loans are recourse or nonrecourse obligations, it is not
expected that the Mortgagors will have any significant assets other than the
Commercial Properties and the related Leases, which will be pledged to the
Trustee under the related Agreement. Therefore, the payment of amounts due on
any such Commercial Loans, and, consequently, the payment of principal of and
interest on the related Certificates, will depend primarily or solely on rental
payments by the Lessees. Such rental payments will, in turn, depend on continued
occupancy by, and/or the creditworthiness of, such Lessees, which in either case
may be adversely affected by a general economic downturn or an adverse change in
their financial condition. Moreover, to the extent a Commercial Property was
designed for the needs of a specific type of tenant (e.g., a nursing home, hotel
or motel), the value of such property in the event of a default by the Lessee or
the early termination of such Lease may be adversely affected because of
difficulty in re-leasing the property to a suitable substitute lessee or, if
re-leasing to such a substitute is not possible, because of the cost of altering
the property for another more marketable use. As a result, without the benefit
of the Lessee's continued support of the Commercial Property, and absent
significant amortization of the Commercial Loan, if such loan is foreclosed on
and the Commercial Property is liquidated following a lease default, the net
proceeds might be insufficient to cover the outstanding principal and interest
owing on such loan, thereby increasing the risk that holders of the Certificates
will suffer some loss.
BALLOON PAYMENTS
Certain of the Mortgage Loans as of the Cut-off Date may not be fully
amortizing over their terms to maturity and, thus, will require substantial
principal payments (i.e., balloon payments) at their stated maturity (the
"BALLOON MORTGAGE LOANS"). Mortgage Loans with balloon payments involve a
greater degree of risk because the ability of a Mortgagor to make a balloon
payment
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typically will depend upon its ability either to timely refinance the loan or to
timely sell the related Mortgaged Property. The ability of a Mortgagor to
accomplish either of these goals will be affected by a number of factors,
including the level of available mortgage interest rates at the time of sale or
refinancing, the Mortgagor's equity in the related Mortgaged Property, the
financial condition and operating history of the Mortgagor and the related
Mortgaged Property, tax laws, rent control laws (with respect to certain
Multifamily Properties and mobile home parks), reimbursement rates (with respect
to certain nursing homes), renewability of operating licenses, prevailing
general economic conditions and the availability of credit for commercial or
multifamily real properties, as the case may be, generally.
JUNIOR MORTGAGE LOANS
To the extent specified in the related Prospectus Supplement, certain of
the Mortgage Loans may be secured primarily by junior mortgages. In the case of
liquidation, Mortgage Loans secured by junior mortgages are entitled to
satisfaction from proceeds that remain from the sale of the related Mortgaged
Property after the mortgage loans senior to such Mortgage Loans have been
satisfied. If there are not sufficient funds to satisfy such junior Mortgage
Loans and senior mortgage loans, such Mortgage Loans would suffer a loss and,
accordingly, one or more classes of Certificates would bear such loss.
Therefore, any risks of deficiencies associated with first Mortgage Loans will
be greater with respect to junior Mortgage Loans. See "-- Risks Associated with
Mortgage Loans and Mortgaged Properties."
OBLIGOR DEFAULT
If so specified in the related Prospectus Supplement, in order to maximize
recoveries on defaulted Whole Loans, a Master Servicer or a Special Servicer
will be permitted (within prescribed parameters) to extend and modify Whole
Loans that are in default or as to which a payment default is imminent,
including in particular with respect to balloon payments. In addition, a Master
Servicer or a Special Servicer may receive a workout fee based on receipts from
or proceeds of such Whole Loans. While any such entity generally will be
required to determine that any such extension or modification is reasonably
likely to produce a greater recovery on a present value basis than liquidation,
there can be no assurance that such flexibility with respect to extensions or
modifications or payment of a workout fee will increase the present value of
receipts from or proceeds of Whole Loans that are in default or as to which a
payment default is imminent. Additionally, if so specified in the related
Prospectus Supplement, certain of the Mortgage Loans included in the Mortgage
Pool for a Series may have been subject to workouts or similar arrangements
following periods of delinquency and default.
MORTGAGOR TYPE
Mortgage Loans made to partnerships, corporations or other entities may
entail risks of loss from delinquency and foreclosure that are greater than
those of Mortgage Loans made to individuals. The Mortgagor's sophistication and
form of organization may increase the likelihood of protracted litigation or
bankruptcy in default situations.
CREDIT SUPPORT LIMITATIONS
The Prospectus Supplement for a Series of Certificates will describe any
Credit Support in the related Trust Fund, which may include letters of credit,
insurance policies, guarantees, reserve funds or other types of credit support,
or combinations thereof. Use of Credit Support will be subject to the conditions
and limitations described herein and in the related Prospectus Supplement.
Moreover, such Credit Support may not cover all potential losses or risks; for
example, Credit Support may or may not cover fraud or negligence by a mortgage
loan originator or other parties.
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A Series of Certificates may include one or more classes of Subordinate
Certificates (which may include Offered Certificates), if so provided in the
related Prospectus Supplement. Although subordination is intended to reduce the
risk to holders of Senior Certificates of delinquent distributions or ultimate
losses, the amount of subordination will be limited and may decline under
certain circumstances. In addition, if principal payments on one or more classes
of Certificates of a Series are made in a specified order of priority, any
limits with respect to the aggregate amount of claims under any related Credit
Support may be exhausted before the principal of the lower priority classes of
Certificates of such Series has been repaid. As a result, the impact of
significant losses and shortfalls on the Trust Assets may fall primarily upon
those classes of Certificates having a lower priority of payment. Moreover, if a
form of Credit Support covers more than one Series of Certificates (each, a
"COVERED TRUST"), holders of Certificates evidencing an interest in a Covered
Trust will be subject to the risk that such Credit Support will be exhausted by
the claims of other Covered Trusts.
The amount of any applicable Credit Support supporting one or more classes
of Offered Certificates, including the subordination of one or more classes of
Certificates, will be determined on the basis of criteria established by each
Rating Agency rating such classes of Certificates based on an assumed level of
defaults, delinquencies, other losses or other factors. There can, however, be
no assurance that the loss experience on the related Mortgage Assets will not
exceed such assumed levels. See "-- Limited Nature of Ratings," "Description of
the Certificates" and "Description of Credit Support."
Regardless of the form of credit enhancement provided, the amount of
coverage will be limited in amount and in most cases will be subject to periodic
reduction in accordance with a schedule or formula. The Master Servicer will
generally be permitted to reduce, terminate or substitute all or a portion of
the credit enhancement for any Series of Certificates, if the applicable Rating
Agency indicates that the then-current rating thereof will not be adversely
affected. The rating of any Series of Certificates by any applicable Rating
Agency may be lowered following the initial issuance thereof as a result of the
downgrading of the obligations of any applicable credit support provider, or as
a result of losses on the related Mortgage Assets substantially in excess of the
levels contemplated by such Rating Agency at the time of its initial rating
analysis. None of the Depositor, the Master Servicer or any of their affiliates
will have any obligation to replace or supplement any credit enhancement, or to
take any other action to maintain any rating of any Series of Certificates.
ENFORCEABILITY
Mortgages may contain a due-on-sale clause, which permits the lender to
accelerate the maturity of the Mortgage Loan if the Mortgagor sells, transfers
or conveys the related Mortgaged Property or its interest in the Mortgaged
Property. Mortgages may also include a debt-acceleration clause, which permits
the lender to accelerate the debt upon a monetary or non-monetary default of the
Mortgagor. Such clauses are generally enforceable subject to certain exceptions.
The courts of all states will enforce clauses providing for acceleration in the
event of a material payment default. The equity courts of any state, however,
may refuse the foreclosure of a mortgage or deed of trust when an acceleration
of the indebtedness would be inequitable or unjust or the circumstances would
render the acceleration unconscionable.
If so specified in the related Prospectus Supplement, the Mortgage Loans
will be secured by an assignment of leases and rents pursuant to which the
Mortgagor typically assigns its right, title and interest as landlord under the
leases on the related Mortgaged Property and the income derived therefrom to the
lender as further security for the related Mortgage Loan, while retaining a
license to collect rents for so long as there is no default. In the event the
Mortgagor defaults, the license terminates and the lender is entitled to collect
rents. Such assignments are typically not perfected as security interests prior
to actual possession of the cash flows. Some state laws may require that the
lender take possession of the Mortgaged Property and obtain a judicial
appointment of a receiver before becoming entitled to collect the rents. In
addition, if bankruptcy or similar proceedings are
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commenced by or in respect of the Mortgagor, the lender's ability to collect the
rents may be adversely affected. See "Certain Legal Aspects of the Mortgage
Loans and the Leases -- Leases and Rents."
ENVIRONMENTAL RISKS
Real property pledged as security for a mortgage loan may be subject to
certain environmental risks. Under the laws of certain states, contamination of
a property may give rise to a lien on the property to assure the costs of
cleanup. In several states, such a lien has priority over the lien of an
existing mortgage against such property. In addition, under the laws of some
states and under the federal Comprehensive Environmental Response, Compensation
and Liability Act of 1980 ("CERCLA") a lender may be liable, as an "owner" or
"operator," for costs of addressing releases or threatened releases of hazardous
substances that require remedy at a property, if agents or employees of the
lender have become sufficiently involved in the operations of the Mortgagor,
regardless of whether or not the environmental damage or threat was caused by a
prior owner. A lender also risks such liability on foreclosure of the mortgage.
Each Pooling and Servicing Agreement will provide that no Servicer, acting on
behalf of the Trust Fund, may acquire title to a Mortgaged Property securing a
Mortgage Loan or take over its operation unless such Servicer has previously
determined, based upon a report prepared by a person who regularly conducts
environmental audits, that: (i) the Mortgaged Property is in compliance with
applicable environmental laws or, if not, that taking such actions as are
necessary to bring the Mortgaged Property in compliance therewith is likely to
produce a greater recovery on a present value basis, after taking into account
any risks associated therewith, than not taking such actions and (ii) there are
no circumstances present at the Mortgaged Property relating to the use,
management or disposal of any Hazardous Materials (as defined herein) for which
investigation, testing, monitoring, containment, cleanup or remediation could be
required under any federal, state or local law or regulation, or that, if any
Hazardous Materials are present for which such action would be required, taking
such actions with respect to the affected Mortgaged Property is reasonably
likely to produce a greater recovery on a present value basis, after taking into
account any risks associated therewith, than not taking such actions. Any
additional restrictions on acquiring title to a Mortgaged Property may be set
forth in the related Prospectus Supplement. See "Certain Legal Aspects of the
Mortgage Loans and the Leases -- Environmental Legislation."
DELINQUENT AND NON-PERFORMING MORTGAGE LOANS
If so provided in the related Prospectus Supplement, the Trust Fund for a
particular series of Certificates may include Mortgage Loans that are past due
or are non-performing. To the extent described in the related Prospectus
Supplement, the servicing of such Mortgage Loans as to which a specified number
of payments are delinquent will be performed by the Special Servicer; however,
the same entity may act as both Master Servicer and Special Servicer. Credit
Support provided with respect to a particular series of Certificates may not
cover all losses related to such delinquent or nonperforming Mortgage Loans, and
investors should consider the risk that the inclusion of such Mortgage Loans in
the Trust Fund may adversely affect the rate of defaults and prepayments on the
Mortgage Assets in such Trust Fund and the yield on the Certificates of such
series.
ERISA CONSIDERATIONS
Generally, ERISA applies to investments made by employee benefit plans and
transactions involving the assets of such plans. Due to the complexity of
regulations which govern such plans, prospective investors that are subject to
ERISA are urged to consult their own counsel regarding consequences under ERISA
of acquisition, ownership and disposition of the Offered Certificates of any
Series.
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CERTAIN FEDERAL TAX CONSIDERATIONS REGARDING REMIC RESIDUAL CERTIFICATES
Holders of REMIC Residual Certificates will be required to report on their
federal income tax returns as ordinary income their pro rata share of the
taxable income of the REMIC, regardless of the amount or timing of their receipt
of cash payments, as described in "Federal Income Tax Consequences -- REMICs."
Accordingly, under certain circumstances, holders of Offered Certificates that
constitute REMIC Residual Certificates may have taxable income and tax
liabilities arising from such investment during a taxable year in excess of the
cash received during such period. Individual holders of REMIC Residual
Certificates may be limited in their ability to deduct servicing fees and other
expenses of the REMIC. In addition, REMIC Residual Certificates are subject to
certain restrictions on transfer. Because of the special tax treatment of REMIC
Residual Certificates, the taxable income arising in a given year on a REMIC
Residual Certificate will not be equal to, and may be substantially more than,
the taxable income associated with investment in a corporate bond or stripped
instrument having similar cash flow characteristics and pre-tax yield.
Therefore, the after-tax yield on the REMIC Residual Certificate may be
significantly less than that of a corporate bond or stripped instrument having
similar cash flow characteristics. Additionally, prospective purchasers of a
REMIC Residual Certificate should be aware that under applicable Treasury
regulations REMIC residual interests cannot be marked-to-market. See "Federal
Income Tax Consequences -- REMICs."
CONTROL
Under certain circumstances, the consent or approval of the holders of a
specified percentage of the aggregate Certificate Balance of all outstanding
Certificates of a Series or a similar means of allocating decision-making under
the related Agreement ("VOTING RIGHTS") will be required to direct, and will be
sufficient to bind all Certificateholders of such Series to, certain actions,
including directing the Special Servicer or the Master Servicer with respect to
actions to be taken with respect to certain Mortgage Loans and REO Properties
and amending the related Agreement in certain circumstances. See "Description of
the Agreements -- Events of Default," "-- Rights Upon Event of Default" and
"-- Amendment."
BOOK-ENTRY REGISTRATION
If so provided in the Prospectus Supplement, one or more classes of the
Certificates will be initially represented by one or more certificates
registered in the name of Cede, the nominee for DTC, and will not be registered
in the names of the Beneficial Owners or their nominees. Because of this, unless
and until Definitive Certificates are issued, Beneficial Owners will not be
recognized by the Trustee as "CERTIFICATEHOLDERS" (as that term is to be used in
the related Agreement). Hence, until such time, Beneficial Owners will be able
to exercise the rights of Certificateholders only indirectly through DTC and its
participating organizations. See "Description of the Certificates -- Book-Entry
Registration and Definitive Certificates."
DESCRIPTION OF THE TRUST FUNDS
ASSETS
The primary assets of each Trust Fund will include (i) one or more
multifamily and/or commercial mortgage loans (the "MORTGAGE LOANS"), (ii)
mortgage participations, pass-through certificates or other mortgage-backed
securities evidencing interests in or secured by one or more Mortgage Loans or
other similar participations, certificates or securities (collectively, the
"CMBS"), or (iii) a combination of Mortgage Loans and CMBS. As used herein,
"Mortgage Loans" refers to both whole Mortgage Loans and Mortgage Loans
underlying CMBS. Mortgage Loans that secure, or interests in which are evidenced
by, CMBS are herein sometimes referred to as "UNDERLYING MORTGAGE LOANS".
Mortgage Loans that are not Underlying Mortgage Loans are sometimes
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referred to as "WHOLE LOANS". Any mortgage participations, pass-through
certificates or other asset-backed certificates in which an CMBS evidences an
interest or which secure an CMBS are sometimes referred to herein also as CMBS
or as "UNDERLYING CMBS". Mortgage Loans and CMBS are sometimes referred to
herein as "MORTGAGE ASSETS". No CMBS originally issued in a private placement
will be included as an asset of a Trust Fund until the holding period provided
for under Rule 144(k) promulgated under the Securities Act has expired or such
CMBS has been registered under the Securities Act. The Mortgage Assets will not
be guaranteed or insured by AMRESCO Commercial Mortgage Funding I Corporation
(the "DEPOSITOR") or any of its affiliates or, unless otherwise provided in the
related Prospectus Supplement, by any governmental agency or instrumentality or
by any other person. Each Mortgage Asset will be selected by the Depositor for
inclusion in a Trust Fund from among those purchased, either directly or
indirectly, from a prior holder thereof (an "ASSET SELLER"), which may be an
affiliate of the Depositor and, with respect to Mortgage Assets, which prior
holder may or may not be the originator of such Mortgage Loan or the issuer of
such CMBS.
To the extent specified in the related Prospectus Supplement, the
Certificates will be entitled to payment only from the assets of the related
Trust Fund and will not be entitled to payments in respect of the assets of any
other trust fund established by the Depositor. If specified in the related
Prospectus Supplement, the assets of a Trust Fund will consist of certificates
representing beneficial ownership interests in another trust fund that contains
the Mortgage Assets.
MORTGAGE LOANS
General
The Mortgage Loans will be secured by liens on, or security interests in,
Mortgaged Properties consisting of (i) residential properties consisting of five
or more rental or cooperatively owned dwelling units in high-rise, mid-rise or
garden apartment buildings ("MULTIFAMILY PROPERTIES" and the related loans,
"MULTIFAMILY LOANS") or (ii) office buildings, retail centers, hotels or motels,
health care-related facilities, industrial properties, mini-warehouse facilities
or self-storage facilities, mobile home parks, mixed use or other types of
commercial properties ("COMMERCIAL PROPERTIES" and the related loans,
"COMMERCIAL LOANS") located, to the extent specified in the related Prospectus
Supplement, in any one of the fifty states, the District of Columbia or any
territories of the United States. To the extent specified in the related
Prospectus Supplement, the Mortgage Loans will be secured by first mortgages or
deeds of trust or other similar security instruments creating a first lien on
Mortgaged Property. Multifamily Properties may include mixed commercial and
residential structures and may include apartment buildings owned by private
cooperative housing corporations ("COOPERATIVES"). The Mortgaged Properties may
include leasehold interests in properties, the title to which is held by third
party lessors. The Prospectus Supplement will specify whether the term of any
such leasehold exceeds the term of the mortgage note by at least ten years. Each
Mortgage Loan will have been originated by a person (the "ORIGINATOR") other
than the Depositor. The related Prospectus Supplement will indicate if any
Originator is an affiliate of the Depositor. The Mortgage Loans will be
evidenced by promissory notes (the "MORTGAGE NOTES") secured by mortgages or
deeds of trust (the "MORTGAGES") creating a lien on the Mortgaged Properties.
Mortgage Loans will generally also be secured by an assignment of leases and
rents and/or operating or other cash flow guarantees relating to the Mortgage
Loan.
Mortgage Loans Secured by Multifamily Rental Properties
Significant factors determining the value and successful operation of a
multifamily property are the location of the property, the number of competing
residential developments in the local market (such as apartment buildings,
manufactured housing communities and site-built single family homes), the
physical attributes of the multifamily apartment building (such as its age and
appearance) and state and local regulations affecting such property. In
addition, the successful operation of an apartment building will depend upon
other factors such as its reputation, the ability
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of management to provide adequate maintenance and insurance, and the types of
services it provides.
Certain states regulate the relationship of an owner and its tenants.
Commonly, these laws require a written lease, good cause for eviction,
disclosure of fees, and notification to residents of changed land use, while
prohibiting unreasonable rules, retaliatory evictions, and restrictions on a
resident's choice of unit vendors. Apartment building owners have been the
subject of suits under state "Unfair and Deceptive Practices Acts" and other
general consumer protection statutes for coercive, abusive or unconscionable
leasing and sales practices. A few states offer more significant protection. For
example, there are provisions that limit the basis on which a landlord may
terminate a tenancy or increase its rent or prohibit a landlord from terminating
a tenancy solely by reason of the sale of the owner's building.
In addition to state regulation of the landlord-tenant relationship,
numerous counties and municipalities impose rent control on apartment buildings.
These ordinances may limit rent increases to fixed percentages, to percentages
of increases in the consumer price index, to increases set or approved by a
governmental agency, or to increases determined through mediation or binding
arbitration. In many cases, the rent control laws do not permit vacancy
decontrol. Local authority to impose rent control is pre-empted by state law in
certain states, and rent control is not imposed at the state level in those
states. In some states, however, local rent control ordinances are not pre-
empted for tenants having short-term or month-to-month leases, and properties
there may be subject to various forms of rent control with respect to those
tenants. Any limitations on a borrower's ability to raise property rents may
impair such borrower's ability to repay its Mortgage Loan from its net operating
income or the proceeds of a sale or refinancing of the related Mortgaged
Property.
Adverse economic conditions, either local or national, may limit the amount
of rent that can be charged and may result in a reduction in timely rent
payments or a reduction in occupancy levels. Occupancy and rent levels may also
be affected by construction of additional housing units, local military base
closings and national and local politics, including current or future rent
stabilization and rent control laws and agreements. In addition, the level of
mortgage interest rates may encourage tenants to purchase single-family housing.
The location and construction quality of a particular building may affect the
occupancy level as well as the rents that may be charged for individual units.
The characteristics of a neighborhood may change over time or in relation to
newer developments.
Mortgage Loans Secured by Retail Properties
Retail properties generally derive all or a substantial percentage of their
income from lease payments from commercial tenants. Income from and the market
value of retail properties is dependent on various factors including, but not
limited to, the ability to lease space in such properties, the ability of
tenants to meet their lease obligations, the possibility of a significant tenant
becoming a debtor in a bankruptcy case under the Bankruptcy Code, as well as
fundamental aspects of real estate such as location and market demographics.
The correlation between the success of tenant businesses and property value
is more direct with respect to retail properties than other types of commercial
property because a significant component of the total rent paid by retail
tenants is often tied to a percentage of gross sales. Declines in sales of
tenants of retail properties will likely cause a corresponding decline in
percentage rents and such tenants may become unable to pay their rent or other
occupancy costs. The default by a tenant under its lease could result in delays
and costs in enforcing the lessor's rights. Repayment of the related mortgage
loans will be affected by the expiration of space leases and the ability of the
respective borrowers to renew or relet the space on comparable terms. Even if
vacated space is successfully relet, the costs associated with reletting,
including tenant improvements, leasing commissions and free rent, could be
substantial and could reduce cash flow from the retail properties.
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Whether a retail property is "anchored" or "unanchored" is also a relevant
factor. Generally, retail properties that are anchored are perceived to be less
risky. A retail anchor tenant is normally understood to be proportionately large
in size and vital in attracting customers to the property. Furthermore, the
correlation between the success of tenant businesses and property value is
increased when the property is a single tenant property.
Unlike office or hotel properties, retail properties also face competition
from sources outside a given real estate market. Catalogue retailers, home
shopping networks, telemarketing, selling through the Internet, and outlet
centers all compete with more traditional retail properties for consumer
dollars. Continued growth of these alternative retail outlets (which are often
characterized by lower operating costs) could adversely affect the rents
collectible at retail properties.
Mortgage Loans Secured by Office Properties
Significant factors affecting the value of office properties include,
without limitation, the quality of the tenants in the building, the physical
attributes of the building in relation to competing buildings, the location of
the building with respect to the central business district or population
centers, demographic trends within the metropolitan area to move away from or
towards the central business district, social trends combined with space
management trends (which may change towards options such as telecommuting or
hoteling to satisfy space needs), tax incentives offered to businesses by cities
or suburbs adjacent to or near the city where the building is located and the
strength and stability of the market area as a desirable business location.
Office properties may be adversely affected by an economic decline in the
business operated by their tenants. If office properties have a single tenant or
if there is a significant concentration of tenants in a particular business or
industry, the risk of such an economic decline increases.
Office properties are also subject to competition with other office
properties in the same market. Competition is affected by a building's age,
condition, design (including floor sizes and layout), access to transportation,
availability of parking and ability to offer certain amenities to its tenants
(including sophisticated building systems, such as fiberoptic cables, satellite
communications or other base building technological features).
The success of an office property also depends on the local economy.
Factors such as labor cost and quality, tax environment and such quality of life
matters as schools and cultural amenities are generally considered in the
decision of a business to locate its headquarters in a particular area. A
central business district may have a substantially different economy from that
of a suburb. The local economy will affect an office property's ability to
attract stable tenants on a consistent basis. In addition, the cost of refitting
office space for a new tenant is often higher than for other property types.
Leases
To the extent specified in the related Prospectus Supplement, the
Commercial Properties may be leased to Lessees that respectively occupy all or a
portion of such properties. Pursuant to a Lease Assignment, the related
Mortgagor may assign its rights, title and interest as lessor under each Lease
and the income derived therefrom to the related mortgagee, while retaining a
license to collect the rents for so long as there is no default. If the
Mortgagor defaults, the license terminates and the mortgagee or its agent is
entitled to collect the rents from the related Lessee or Lessees for application
to the monetary obligations of the Mortgagor. State law may limit or restrict
the enforcement of the Lease Assignments by a mortgagee until it takes
possession of the related Mortgaged Property and/or a receiver is appointed. See
"Certain Legal Aspects of the Mortgage Loans and the Leases -- Leases and
Rents." Alternatively, to the extent specified in the related Prospectus
Supplement, the Mortgagor and the mortgagee may agree that payments under Leases
are to be made directly to a Servicer.
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To the extent described in the related Prospectus Supplement, the Leases
may require the Lessees to pay rent that is sufficient in the aggregate to cover
all scheduled payments of principal and interest on the related Mortgage Loans
and, in certain cases, their pro rata share of the operating expenses, insurance
premiums and real estate taxes associated with the Mortgaged Properties. Certain
of the Leases may require the Mortgagor to bear costs associated with structural
repairs and/or the maintenance of the exterior or other portions of the
Mortgaged Property or provide for certain limits on the aggregate amount of
operating expenses, insurance premiums, taxes and other expenses that the
Lessees are required to pay. If so specified in the related Prospectus
Supplement, under certain circumstances the Lessees may be permitted to set off
their rental obligations against the obligations of the Mortgagors under the
Leases. In those cases where payments under the Leases (net of any operating
expenses payable by the Mortgagors) are insufficient to pay all of the scheduled
principal and interest on the related Mortgage Loans, the Mortgagors must rely
on other income or sources (including security deposits) generated by the
related Mortgaged Property to make payments on the related Mortgage Loan. To the
extent specified in the related Prospectus Supplement, some Commercial
Properties may be leased entirely to one Lessee. In such cases, absent the
availability of other funds, the Mortgagor must rely entirely on rent paid by
such Lessee in order for the Mortgagor to pay all of the scheduled principal and
interest on the related Commercial Loan. To the extent specified in the related
Prospectus Supplement, certain of the Leases may expire prior to the stated
maturity of the related Mortgage Loan. In such cases, upon expiration of the
Leases the Mortgagors will have to look to alternative sources of income,
including rent payment by any new Lessees or proceeds from the sale or
refinancing of the Mortgaged Property, to cover the payments of principal and
interest due on such Mortgage Loans unless the Lease is renewed. As specified in
the related Prospectus Supplement, certain of the Leases may provide that upon
the occurrence of a casualty affecting a Mortgaged Property, the Lessee will
have the right to terminate its Lease, unless the Mortgagor, as lessor, is able
to cause the Mortgaged Property to be restored within a specified period of
time. Certain Leases may provide that it is the lessor's responsibility, while
other Leases provide that it is the Lessee's responsibility, to restore the
Mortgaged Property after a casualty to its original condition. Certain Leases
may provide a right of termination to the related Lessee if a taking of a
material or specified percentage of the leased space in the Mortgaged Property
occurs, or if the ingress or egress to the leased space has been materially
impaired.
Default and Loss Considerations with Respect to the Mortgage Loans
Mortgage loans secured by commercial and multifamily properties are
markedly different from owner-occupied single family mortgage loans. The
repayment of loans secured by commercial or multifamily properties is typically
dependent upon the successful operation of such property rather than upon the
liquidation value of the real estate. To the extent specified in the Prospectus
Supplement, the Mortgage Loans will be non-recourse loans, which means that,
absent special facts, the mortgagee may look only to the Net Operating Income
from the property for repayment of the mortgage debt, and not to any other of
the Mortgagor's assets, in the event of the Mortgagor's default. Lenders
typically look to the Debt Service Coverage Ratio of a loan secured by income-
producing property as an important measure of the risk of default on such a
loan. The "DEBT SERVICE COVERAGE RATIO" of a Mortgage Loan at any given time is
the ratio of the Net Operating Income for a twelve-month period to the
annualized scheduled payments on the Mortgage Loan. "NET OPERATING INCOME"
means, for any given period, to the extent specified in the related Prospectus
Supplement, the total operating revenues derived from a Mortgaged Property
during such period, minus the total operating expenses incurred in respect of
such Mortgaged Property during such period other than (i) non-cash items such as
depreciation and amortization, (ii) capital expenditures and (iii) debt service
on loans secured by the Mortgaged Property. The Net Operating Income of a
Mortgaged Property will fluctuate over time and may be sufficient or
insufficient to cover debt service on the related Mortgage Loan at any given
time.
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As the primary component of Net Operating Income, rental income (as well as
maintenance payments from tenant-stockholders of a Cooperative) is subject to
the vagaries of the applicable real estate market and/or business climate.
Properties typically leased, occupied or used on a short-term basis, such as
health care-related facilities, hotels and motels, and mini-warehouse and
self-storage facilities, tend to be affected more rapidly by changes in market
or business conditions than do properties leased, occupied or used for longer
periods, such as (typically) retail centers, office buildings and industrial
properties. Commercial Loans may be secured by owner-occupied Mortgaged
Properties or Mortgaged Properties leased to a single tenant. Accordingly, a
decline in the financial condition of the Mortgagor or single tenant, as
applicable, may have a disproportionately greater effect on the Net Operating
Income from such Mortgaged Properties than would be the case with respect to
Mortgaged Properties with multiple tenants.
Changes in the expense components of Net Operating Income due to the
general economic climate or economic conditions in a locality or industry
segment, such as increases in interest rates, real estate and personal property
tax rates and other operating expenses, including energy costs; changes in
governmental rules, regulations and fiscal policies, including environmental
legislation; and acts of God may also affect the risk of default on the related
Mortgage Loan. As may be further described in the related Prospectus Supplement,
in some cases leases of Mortgaged Properties may provide that the Lessee rather
than the Mortgagor, is responsible for payment of some or all of these expenses;
however, because leases are subject to default risks as well when a tenant's
income is insufficient to cover its rent and operating expenses, the existence
of such "net of expense" provisions will only temper, not eliminate, the impact
of expense increases on the performance of the related Mortgage Loan. See
"--Mortgage Loans -- Leases" above.
While the duration of leases and the existence of any "net of expense"
provisions are often viewed as the primary considerations in evaluating the
credit risk of mortgage loans secured by certain income-producing properties,
such risk may be affected equally or to a greater extent by changes in
government regulation of the operator of the property. Examples of the latter
include mortgage loans secured by health care-related facilities, the income
from which and the operating expenses of which are subject to state and/or
federal regulations, such as Medicare and Medicaid, and multifamily properties
and mobile home parks, which may be subject to state or local rent control
regulation and, in certain cases, restrictions on changes in use of the
property. Low- and moderate-income housing in particular may be subject to legal
limitations and regulations but, because of such regulations, may also be less
sensitive to fluctuations in market rents generally.
The Debt Service Coverage Ratio should not be relied upon as the sole
measure of the risk of default of any loan, however, since other factors may
outweigh a high Debt Service Coverage Ratio. With respect to a Balloon Mortgage
Loan, for example, the risk of default as a result of the unavailability of a
source of funds to finance the related balloon payment at maturity on terms
comparable to or better than those of such Balloon Mortgage Loans could be
significant even though the related Debt Service Coverage Ratio is high.
The liquidation value of any Mortgaged Property may be adversely affected
by risks generally incident to interests in real property, including declines in
rental or occupancy rates. Lenders generally use the Loan-to-Value Ratio of a
mortgage loan as a measure of risk of loss if a property must be liquidated upon
a default by the Mortgagor.
Appraised values of income-producing properties may be based on the market
comparison method (recent resale value of comparable properties at the date of
the appraisal), the cost replacement method (the cost of replacing the property
at such date), the income capitalization method (a projection of value based
upon the property's projected net cash flow), or upon a selection from or
interpolation of the values derived from such methods. Each of these appraisal
methods presents analytical challenges. It is often difficult to find truly
comparable properties that have recently been sold; the replacement cost of a
property may have little to do with its current market value; and income
capitalization is inherently based on inexact projections of income and
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expense and the selection of an appropriate capitalization rate. Where more than
one of these appraisal methods are used and create significantly different
results, or where a high Loan-to-Value Ratio accompanies a high Debt Service
Coverage Ratio (or vice versa), the analysis of default and loss risks is even
more difficult.
While the Depositor believes that the foregoing considerations are
important factors that generally distinguish the Multifamily and Commercial
Loans from single family mortgage loans and provide insight to the risks
associated with income-producing real estate, there is no assurance that such
factors will in fact have been considered by the Originators of the Multifamily
and Commercial Loans, or that, for any of such Mortgage Loans, they are complete
or relevant. See "Risk Factors -- Risks Associated with Mortgage Loans and
Mortgaged Properties," "--Balloon Payments," "--Junior Mortgage Loans,"
"--Obligor Default" and "--Mortgagor Type."
Loan-to-Value Ratio
The "LOAN-TO-VALUE RATIO" of a Mortgage Loan at any given time is the ratio
(expressed as a percentage) of the then outstanding principal balance of the
Mortgage Loan to the Value of the related Mortgaged Property. The "VALUE" of a
Mortgaged Property, other than with respect to Refinance Loans, is generally the
lesser of (a) the appraised value determined in an appraisal obtained by the
originator at origination of such loan and (b) the sales price for such
property. "REFINANCE LOANS" are loans made to refinance existing loans. To the
extent set forth in the related Prospectus Supplement, the Value of the
Mortgaged Property securing a Refinance Loan is the appraised value thereof
determined in an appraisal obtained at the time of origination of the Refinance
Loan. The Value of a Mortgaged Property as of the date of initial issuance of
the related Series of Certificates may be less than the value at origination and
will fluctuate from time to time based upon changes in economic conditions and
the real estate market.
Mortgage Loan Information in Prospectus Supplements
Each Prospectus Supplement will contain information, as of the date of such
Prospectus Supplement and to the extent then applicable and specifically known
to the Depositor, with respect to the Mortgage Loans, including (i) the
aggregate outstanding principal balance and the largest, smallest and average
outstanding principal balance of the Mortgage Loans as of the applicable Cut-off
Date, (ii) the type of property securing the Mortgage Loans (e.g., Multifamily
Property or Commercial Property and the type of property in each such category),
(iii) the weighted average (by principal balance) of the original and remaining
terms to maturity of the Mortgage Loans, (iv) the earliest and latest
origination date and maturity date of the Mortgage Loans, (v) the weighted
average (by principal balance) of the Loan-to-Value Ratios at origination of the
Mortgage Loans, (vi) the Mortgage Interest Rates or range of Mortgage Interest
Rates and the weighted average Mortgage Interest Rate borne by the Mortgage
Loans, (vii) the state or states in which most of the Mortgaged Properties are
located, (viii) information with respect to the prepayment provisions, if any,
of the Mortgage Loans, (ix) the weighted average Retained Interest, if any, (x)
with respect to Mortgage Loans with floating Mortgage Interest Rates ("ARM
LOANS"), the index, the frequency of the adjustment dates, the highest, lowest
and weighted average note margin and pass-through margin, and the maximum
Mortgage Interest Rate or monthly payment variation at the time of any
adjustment thereof and over the life of the ARM Loan and the frequency of such
monthly payment adjustments, (xi) the Debt Service Coverage Ratio either at
origination or as of a more recent date (or both) and (xii) information
regarding the payment characteristics of the Mortgage Loans, including without
limitation balloon payment and other amortization provisions. The related
Prospectus Supplement will also contain certain information available to the
Depositor with respect to the provisions of leases and the nature of tenants of
the Mortgaged Properties and other information referred to in a general manner
under "--Mortgage Loans -- Default and Loss Considerations with Respect to the
Mortgage Loans" above. If specific information respecting the Mortgage Loans is
not known to the Depositor at the time Certificates are initially offered, more
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general information of the nature described above will be provided in the
Prospectus Supplement, and specific information will be set forth in a report
which will be available to purchasers of the related Certificates at or before
the initial issuance thereof and will be filed as part of a Current Report on
Form 8-K with the Securities and Exchange Commission within fifteen days after
such initial issuance.
Payment Provisions of the Mortgage Loans
To the extent specified in the related Prospectus Supplement, all of the
Mortgage Loans will (i) have individual principal balances at origination of not
less than $250,000, (ii) have original terms to maturity of not more than 40
years and (iii) provide for payments of principal, interest or both, on due
dates that occur monthly, quarterly or semiannually or at such other interval as
is specified in the related Prospectus Supplement. Each Mortgage Loan may
provide for no accrual of interest or for accrual of interest thereon at an
interest rate (a "MORTGAGE INTEREST RATE") that is fixed over its term or that
adjusts from time to time, or that is partially fixed and partially floating, or
that may be converted from a floating to a fixed Mortgage Interest Rate, or from
a fixed to a floating Mortgage Interest Rate, from time to time pursuant to an
election or as otherwise specified on the related Mortgage Note, in each case as
described in the related Prospectus Supplement. Each Mortgage Loan may provide
for scheduled payments to maturity or payments that adjust from time to time to
accommodate changes in the Mortgage Interest Rate or to reflect the occurrence
of certain events, and may provide for negative amortization or accelerated
amortization, in each case as described in the related Prospectus Supplement.
Each Mortgage Loan may be fully amortizing or require a balloon payment due on
its stated maturity date, in each case as described in the related Prospectus
Supplement. Each Mortgage Loan may contain prohibitions on prepayment (a "LOCK-
OUT PERIOD" and the date of expiration thereof, a "LOCK-OUT DATE") or require
payment of a premium or a yield maintenance penalty (a "PREPAYMENT PREMIUM") in
connection with a prepayment, in each case as described in the related
Prospectus Supplement. In the event that holders of any class or classes of
Offered Certificates will be entitled to all or a portion of any Prepayment
Premiums collected in respect of Mortgage Loans, the related Prospectus
Supplement will specify the method or methods by which any such amounts will be
allocated. A Mortgage Loan may also contain provisions entitling the mortgagee
to a share of profits realized from the operation or disposition of the
Mortgaged Property ("EQUITY PARTICIPATIONS"), as described in the related
Prospectus Supplement. In the event that holders of any class or classes of
Offered Certificates will be entitled to all or a portion of an Equity
Participation, the related Prospectus Supplement will specify the terms and
provisions of the Equity Participation and the method or methods by which
distributions in respect thereof will be allocated among such Certificates.
CMBS
Any CMBS will have been issued pursuant to a participation and servicing
agreement, a pooling and servicing agreement, a trust agreement, an indenture or
similar agreement (an "CMBS AGREEMENT"). A seller (the "CMBS ISSUER") and/or
servicer (the "CMBS SERVICER") of the underlying Mortgage Loans (or Underlying
CMBS) will have entered into the CMBS Agreement with a trustee or a custodian
under the CMBS Agreement (the "CMBS TRUSTEE"), if any, or with the original
purchaser of the interest in the underlying Mortgage Loans or CMBS evidenced by
the CMBS.
Distributions of any principal or interest, as applicable, will be made on
CMBS on the dates specified in the related Prospectus Supplement. The CMBS may
be issued in one or more classes with characteristics similar to the classes of
Certificates described in this Prospectus. Any principal or interest
distributions will be made on the CMBS by the CMBS Trustee or the CMBS Servicer.
The CMBS Issuer or the CMBS Servicer or another person specified in the related
Prospectus Supplement may have the right or obligation to repurchase or
substitute assets underlying the
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CMBS after a certain date or under other circumstances specified in the related
Prospectus Supplement.
Enhancement in the form of reserve funds, subordination or other forms of
credit support similar to that described for the Certificates under "Description
of Credit Support" may be provided with respect to the CMBS. The type,
characteristics and amount of such credit support, if any, will be a function of
certain characteristics of the Mortgage Loans or Underlying CMBS evidenced by or
securing such CMBS and other factors and generally will have been established
for the CMBS on the basis of requirements of either any Rating Agency that may
have assigned a rating to the CMBS or the initial purchasers of the CMBS.
The Prospectus Supplement for a Series of Certificates evidencing interests
in Mortgage Assets that include CMBS will specify, to the extent available, (i)
the aggregate approximate initial and outstanding principal amount or notional
amount, as applicable, and type of the CMBS to be included in the Trust Fund,
(ii) the original and remaining term to stated maturity of the CMBS, if
applicable, (iii) whether such CMBS is entitled only to interest payments, only
to principal payments or to both, (iv) the pass-through or bond rate of the CMBS
or formula for determining such rates, if any, (v) the applicable payment
provisions for the CMBS, including, but not limited to, any priorities, payment
schedules and subordination features, (vi) the CMBS Issuer, CMBS Servicer and
CMBS Trustee, as applicable, (vii) certain characteristics of the credit
support, if any, such as subordination, reserve funds, insurance policies,
letters of credit or guarantees relating to the related Underlying Mortgage
Loans, the Underlying CMBS or directly to such CMBS, (viii) the terms on which
the related Underlying Mortgage Loans or Underlying CMBS for such CMBS or the
CMBS may, or are required to, be purchased prior to their maturity, (ix) the
terms on which Mortgage Loans or Underlying CMBS may be substituted for those
originally underlying the CMBS, (x) the servicing fees payable under the CMBS
Agreement, (xi) to the extent available to the Depositor, the type of
information in respect of the Underlying Mortgage Loans described under
"-- Mortgage Loans -- Mortgage Loan Information in Prospectus Supplements"
above, and the type of information in respect of the Underlying CMBS described
in this paragraph, (xii) the characteristics of any cash flow agreements that
are included as part of the trust fund evidenced or secured by the CMBS and
(xiii) whether the CMBS is in certificated form, book-entry form or held through
a depository such as The Depository Trust Company or the Participants Trust
Company.
ACCOUNTS
Each Trust Fund will include one or more accounts established and
maintained on behalf of the Certificateholders into which the person or persons
designated in the related Prospectus Supplement will, to the extent described
herein and in such Prospectus Supplement deposit all payments and collections
received or advanced with respect to the Mortgage Assets and other assets in the
Trust Fund. Such an account may be maintained as an interest bearing or a
non-interest bearing account, and funds held therein may be held as cash or
invested in certain short-term, investment grade obligations, in each case as
described in the related Prospectus Supplement. See "Description of the
Agreements -- Accounts -- Distribution Account" and "-- Accounts -- Other
Collection Accounts."
CREDIT SUPPORT
If so provided in the related Prospectus Supplement, partial or full
protection against certain defaults and losses on the Trust Assets in the
related Trust Fund may be provided to one or more classes of Certificates in the
related Series in the form of subordination of one or more other classes of
Certificates in such Series or by one or more other types of credit support,
such as a letter of credit, insurance policy, guarantee, reserve fund or another
type of credit support, or a combination thereof (any such coverage with respect
to the Certificates of any Series, "CREDIT SUPPORT"). The amount and types of
coverage, the identification of the entity providing the coverage (if
applicable) and related information with respect to each type of Credit Support,
if any, will be described in the
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Prospectus Supplement for a Series of Certificates. See "Risk Factors -- Credit
Support Limitations" and "Description of Credit Support."
CASH FLOW AGREEMENTS
If so provided in the related Prospectus Supplement, the Trust Fund may
include guaranteed investment contracts pursuant to which moneys held in the
funds and accounts established for the related Series will be invested at a
specified rate. The Trust Fund may also include certain other agreements, such
as interest rate exchange agreements, interest rate cap or floor agreements,
currency exchange agreements or similar agreements provided to reduce the
effects of interest rate or currency exchange rate fluctuations on the Mortgage
Assets or on one or more classes of Certificates. The principal terms of any
such guaranteed investment contract or other agreement (any such agreement, a
"CASH FLOW AGREEMENT"), including, without limitation, provisions relating to
the timing, manner and amount of payments thereunder and provisions relating to
the termination thereof, will be described in the Prospectus Supplement for the
related Series. In addition, the related Prospectus Supplement will provide
certain information with respect to the obligor under any such Cash Flow
Agreement.
USE OF PROCEEDS
The net proceeds to be received from the sale of the Certificates will be
applied by the Depositor to the purchase of Trust Assets and to pay for certain
expenses incurred in connection with such purchase of Trust Assets and sale of
Certificates. The Depositor expects to sell the Certificates from time to time,
but the timing and amount of offerings of Certificates will depend on a number
of factors, including the volume of Mortgage Assets acquired by the Depositor,
prevailing interest rates, availability of funds and general market conditions.
YIELD CONSIDERATIONS
GENERAL
The yield on any Offered Certificate will depend on the price paid by the
Certificateholder, the Pass-Through Rate of the Certificate, the receipt and
timing of receipt of distributions on the Certificate and the weighted average
life of the Mortgage Assets in the related Trust Fund (which may be affected by
prepayments, defaults, liquidations or repurchases). See "Risk Factors."
PASS-THROUGH RATE
Certificates of any class within a Series may have fixed, variable or
floating Pass-Through Rates, which may or may not be based upon the interest
rates borne by the Mortgage Assets in the related Trust Fund. The Prospectus
Supplement with respect to any Series of Certificates will specify the
Pass-Through Rate for each class of such Certificates or, in the case of a
variable or floating Pass-Through Rate, the method of determining the
Pass-Through Rate; the effect, if any, of the prepayment of any Mortgage Asset
on the Pass-Through Rate of one or more classes of Certificates; and whether the
distributions of interest on the Certificates of any class will be dependent, in
whole or in part, on the performance of any obligor under a Cash Flow Agreement.
The effective yield to maturity to each holder of Certificates entitled to
payments of interest will be below that otherwise produced by the applicable
Pass-Through Rate and purchase price of such Certificate because, while interest
may accrue on each Mortgage Asset during a certain period, the distribution of
such interest will be made on a day which may be several days, weeks or months
following the period of accrual.
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TIMING OF PAYMENT OF INTEREST
Each payment of interest on the Certificates (or addition to the
Certificate Balance of a class of Accrual Certificates) on a Distribution Date
will include interest accrued during the Interest Accrual Period for such
Distribution Date. As indicated above under "-- Pass-Through Rate," if the
Interest Accrual Period ends on a date other than a Distribution Date for the
related Series, the yield realized by the holders of such Certificates may be
lower than the yield that would result if the Interest Accrual Period ended on
such Distribution Date. In addition, if so specified in the related Prospectus
Supplement, interest accrued for an Interest Accrual Period for one or more
classes of Certificates may be calculated on the assumption that distributions
of principal (and additions to the Certificate Balance of Accrual Certificates)
and allocations of losses on the Mortgage Assets may be made on the first day of
the Interest Accrual Period for a Distribution Date and not on such Distribution
Date. Such method would produce a lower effective yield than if interest were
calculated on the basis of the actual principal amount outstanding during an
Interest Accrual Period. The Interest Accrual Period for any class of Offered
Certificates will be described in the related Prospectus Supplement.
PAYMENTS OF PRINCIPAL; PREPAYMENTS
The yield to maturity on the Certificates will be affected by the rate of
principal payments on the Mortgage Assets (including principal prepayments on
Mortgage Loans resulting from voluntary prepayments by the Mortgagors, insurance
proceeds, condemnations and involuntary liquidations). Such payments may be
directly dependent upon the payments on Leases underlying such Mortgage Loans.
The rate at which principal prepayments occur on the Mortgage Loans will be
affected by a variety of factors, including, without limitation, the terms of
the Mortgage Loans, the level of prevailing interest rates, the availability of
mortgage credit and economic, demographic, geographic, tax, legal and other
factors. In general, however, if prevailing interest rates fall significantly
below the Mortgage Interest Rates on the Mortgage Loans comprising or underlying
the Mortgage Assets in a particular Trust Fund, such Mortgage Loans are likely
to be the subject of higher principal prepayments than if prevailing rates
remain at or above the rates borne by such Mortgage Loans. In this regard, it
should be noted that certain Mortgage Assets may consist of Mortgage Loans with
different Mortgage Interest Rates and the stated pass-through or pay-through
interest rate of certain CMBS may be a number of percentage points higher or
lower than certain of the underlying Mortgage Loans. The rate of principal
payments on some or all of the classes of Certificates of a Series will
correspond to the rate of principal payments on the Mortgage Assets in the
related Trust Fund and is likely to be affected by the existence of Lock-out
Periods and Prepayment Premium provisions of the Mortgage Loans underlying or
comprising such Mortgage Assets, and by the extent to which the servicer of any
such Mortgage Loan is able to enforce such provisions. Mortgage Loans with a
Lock-out Period or a Prepayment Premium provision, to the extent enforceable,
generally would be expected to experience a lower rate of principal prepayments
than otherwise identical Mortgage Loans without such provisions, with shorter
Lock-out Periods or with lower Prepayment Premiums.
If the purchaser of a Certificate offered at a discount calculates its
anticipated yield to maturity based on an assumed rate of distributions of
principal that is faster than that actually experienced on the Mortgage Assets,
the actual yield to maturity will be lower than that so calculated. Conversely,
if the purchaser of a Certificate offered at a premium calculates its
anticipated yield to maturity based on an assumed rate of distributions of
principal that is slower than that actually experienced on the Mortgage Assets,
the actual yield to maturity will be lower than that so calculated. In either
case, if so provided in the Prospectus Supplement for a Series of Certificates,
the effect on yield on one or more classes of the Certificates of such Series of
prepayments of the Mortgage Assets in the related Trust Fund may be mitigated or
exacerbated by any provisions for sequential or selective distribution of
principal to such classes.
When a full prepayment is made on a Mortgage Loan, the Mortgagor is charged
interest on the principal amount of the Mortgage Loan so prepaid for the number
of days in the month actually
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elapsed up to the date of the prepayment. To the extent specified in the related
Prospectus Supplement, the effect of prepayments in full will be to reduce the
amount of interest paid in the following month to holders of Certificates
entitled to payments of interest because interest on the principal amount of any
Mortgage Loan so prepaid will be paid only to the date of prepayment rather than
for a full month. To the extent specified in the related Prospectus Supplement,
a partial prepayment of principal is applied so as to reduce the outstanding
principal balance of the related Mortgage Loan as of the Due Date in the month
in which such partial prepayment is received. As a result, to the extent
specified in the related Prospectus Supplement, the effect of a partial
prepayment on a Mortgage Loan will be to reduce the amount of interest passed
through to holders of Certificates in the month following the receipt of such
partial prepayment by an amount equal to one month's interest at the applicable
Pass-Through Rate on the prepaid amount.
The timing of changes in the rate of principal payments on the Mortgage
Assets may significantly affect an investor's actual yield to maturity, even if
the average rate of distributions of principal is consistent with an investor's
expectation. In general, the earlier a principal payment is received on the
Mortgage Assets and distributed on a Certificate, the greater the effect on such
investor's yield to maturity. The effect on an investor's yield of principal
payments occurring at a rate higher (or lower) than the rate anticipated by the
investor during a given period may not be offset by a subsequent like decrease
(or increase) in the rate of principal payments.
PREPAYMENTS -- MATURITY AND WEIGHTED AVERAGE LIFE
The rates at which principal payments are received on the Mortgage Assets
included in or comprising a Trust Fund and the rate at which payments are made
from any Credit Support or Cash Flow Agreement for the related Series of
Certificates may affect the ultimate maturity and the weighted average life of
each class of such Series. Prepayments on the Mortgage Loans comprising or
underlying the Mortgage Assets in a particular Trust Fund will generally
accelerate the rate at which principal is paid on some or all of the classes of
the Certificates of the related Series.
If so provided in the Prospectus Supplement for a Series of Certificates,
one or more classes of Certificates may have a final scheduled Distribution
Date, which is the date on or prior to which the Certificate Balance thereof is
scheduled to be reduced to zero, calculated on the basis of the assumptions
applicable to such Series set forth therein.
Weighted average life refers to the average amount of time that will elapse
from the date of issue of a security until each dollar of principal of such
security will be repaid to the investor. The weighted average life of a class of
Certificates of a Series will be influenced by the rate at which principal on
the Mortgage Loans comprising or underlying the Mortgage Assets is paid to such
class, which may be in the form of scheduled amortization or prepayments (for
this purpose, the term "prepayment" includes prepayments, in whole or in part,
and liquidations due to default).
In addition, the weighted average life of the Certificates may be affected
by the varying maturities of the Mortgage Loans comprising or underlying the
CMBS. If any Mortgage Loans comprising or underlying the Mortgage Assets in a
particular Trust Fund have actual terms to maturity of less than those assumed
in calculating final scheduled Distribution Dates for the classes of
Certificates of the related Series, one or more classes of such Certificates may
be fully paid prior to their respective final scheduled Distribution Dates, even
in the absence of prepayments. Accordingly, the prepayment experience of the
Mortgage Assets will, to some extent, be a function of the mix of Mortgage
Interest Rates and maturities of the Mortgage Loans comprising or underlying
such Mortgage Assets. See "Description of the Trust Funds."
Prepayments on loans are also commonly measured relative to a prepayment
standard or model, such as the Constant Prepayment Rate ("CPR") prepayment
model. CPR represents a constant assumed rate of prepayment each month relative
to the then outstanding principal balance of a pool of loans for the life of
such loans.
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Neither CPR nor any other prepayment model or assumption purports to be a
historical description of prepayment experience or a prediction of the
anticipated rate of prepayment of any pool of loans, including the Mortgage
Loans underlying or comprising the Mortgage Assets. Moreover, CPR was developed
based upon historical prepayment experience for single family loans. Thus, it is
likely that prepayment of any Mortgage Loans comprising or underlying the
Mortgage Assets for any Series will not conform to any particular level of CPR.
The Depositor is not aware of any meaningful publicly available prepayment
statistics for multifamily or commercial mortgage loans.
The Prospectus Supplement with respect to each Series of Certificates will
contain tables, if applicable, setting forth the projected weighted average life
of each class of Offered Certificates of such Series and the percentage of the
initial Certificate Balance of each such class that would be outstanding on
specified Distribution Dates based on the assumptions stated in such Prospectus
Supplement, including assumptions that prepayments on the Mortgage Loans
comprising or underlying the related Mortgage Assets are made at rates
corresponding to various percentages of CPR or at such other rates specified in
such Prospectus Supplement. Such tables and assumptions are intended to
illustrate the sensitivity of weighted average life of the Certificates to
various prepayment rates and will not be intended to predict or to provide
information that will enable investors to predict the actual weighted average
life of the Certificates. It is unlikely that prepayment of any Mortgage Loans
comprising or underlying the Mortgage Assets for any Series will conform to any
particular level of CPR or any other rate specified in the related Prospectus
Supplement.
OTHER FACTORS AFFECTING WEIGHTED AVERAGE LIFE
Type of Mortgage Asset
A number of Mortgage Loans may have balloon payments due at maturity, and
because the ability of a Mortgagor to make a balloon payment typically will
depend upon its ability either to refinance the loan or to sell the related
Mortgaged Property, there is a risk that a number of Mortgage Loans having
balloon payments may default at maturity, or that the servicer may extend the
maturity of such a Mortgage Loan in connection with a workout. In the case of
defaults, recovery of proceeds may be delayed by, among other things, bankruptcy
of the Mortgagor or adverse conditions in the market where the property is
located. In order to minimize losses on defaulted Mortgage Loans, the servicer
may, to the extent and under the circumstances set forth in the related
Prospectus Supplement be permitted to modify Mortgage Loans that are in default
or as to which a payment default is imminent. Any defaulted balloon payment or
modification that extends the maturity of a Mortgage Loan will tend to extend
the weighted average life of the Certificates, thereby lengthening the period of
time elapsed from the date of issuance of a Certificate until it is retired.
Foreclosures and Payment Plans
The number of foreclosures and the principal amount of the Mortgage Loans
comprising or underlying the Mortgage Assets that are foreclosed in relation to
the number and principal amount of Mortgage Loans that are repaid in accordance
with their terms will affect the weighted average life of the Mortgage Loans
comprising or underlying the Mortgage Assets and that of the related Series of
Certificates. Servicing decisions made with respect to the Mortgage Loans,
including the use of payment plans prior to a demand for acceleration and the
restructuring of Mortgage Loans in bankruptcy proceedings, may also have an
effect upon the payment patterns of particular Mortgage Loans and thus the
weighted average life of the Certificates.
Due-on-Sale and Due-on-Encumbrance Clauses
Acceleration of mortgage payments as a result of certain transfers of or
the creation of encumbrances upon underlying Mortgaged Property is another
factor affecting prepayment rates that may not be reflected in the prepayment
standards or models used in the relevant Prospectus
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Supplement. A number of the Mortgage Loans comprising or underlying the Mortgage
Assets may include "due-on-sale" clauses or "due-on-encumbrance" clauses that
allow the holder of the Mortgage Loans to demand payment in full of the
remaining principal balance of the Mortgage Loans upon sale or certain other
transfers of or the creation of encumbrances upon the related Mortgaged
Property. With respect to any Whole Loans, to the extent provided in the related
Prospectus Supplement, the Master Servicer or Primary Servicer, on behalf of the
Trust Fund, will be required to exercise (or waive its right to exercise) any
such right that the Trustee may have as mortgagee to accelerate payment of the
Whole Loan in a manner consistent with the Servicing Standard. See "Certain
Legal Aspects of the Mortgage Loans and the Leases -- Due-on-Sale and
Due-on-Encumbrance" and "Description of the Agreements -- Due-on-Sale and
Due-on-Encumbrance Provisions."
Single Mortgage Loan or Single Mortgagor
The Mortgage Assets in a particular Trust Fund may consist of a single
Mortgage Loan or obligations of a single Mortgagor or related Mortgagors as
specified in the related Prospectus Supplement. Assumptions used with respect to
the prepayment standards or models based upon analysis of the behavior of
mortgage loans in a larger group will not necessarily be relevant in determining
prepayment experience on a single Mortgage Loan or with respect to a single
Mortgagor.
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THE DEPOSITOR
AMRESCO Commercial Mortgage Funding I Corporation, the Depositor, is an
indirect wholly-owned subsidiary of AMRESCO, INC. and was incorporated in the
State of Delaware on January 10, 1997. The principal executive offices of the
Depositor are located at 700 North Pearl Street, Suite 2400, L.B. No. 342,
Dallas, Texas 75201. Its telephone number is (214) 953-7700.
The Depositor does not have, nor is it expected in the future to have, any
significant assets. The Depositor acquires and holds Mortgage Loans for
subsequent sale or transfer to trusts or for purposes of securitization.
AMRESCO, INC. performs a wide range of commercial mortgage banking
services, including originating, underwriting, placing and selling commercial
real estate loans through its subsidiaries, including AMRESCO CAPITAL
CORPORATION ("ACC"), and servicing commercial real estate loans through AMRESCO
Services, a division of AMRESCO Management, Inc., a subsidiary of AMRESCO, INC.
ACC is a mortgage banker that originates and underwrites commercial real estate
loans that are funded primarily by Conduit Purchasers and the Federal National
Mortgage Association ("FANNIE MAE"). ACC targets mortgage loans for commercial
real estate properties suitable for sale to Conduit Purchasers that accumulate
loans for securitization programs. ACC serves its market directly through ACC's
offices located in Dallas, Miami, Washington, D.C. and Winston-Salem, as well as
through a network of approximately 38 independent mortgage brokers located
throughout the United States. ACC is approved by Fannie Mae to participate in
its Delegated Underwriting and Servicing program, which ACC believes makes it a
more competitive loan originator and underwriter of multifamily mortgages. ACC
is also an approved lender in the Federal Home Loan Mortgage Corporation
multifamily sales/servicer program in the states of Florida, North Carolina and
South Carolina. As used herein, "CONDUIT PURCHASERS" means investment bankers
and other financial intermediaries who purchase or otherwise accumulate pools or
portfolios of loans having common features (e.g., real estate mortgages, etc.),
with the intent of securitizing such loan assets and selling them to a trust
that obtains its funds by selling undivided interests in the revenue streams
generated by the loans to public or private investors. AMRESCO Management, Inc.
serves as a primary servicer for whole loans and as a master/full servicer for
securitized pools of commercial mortgages through AMRESCO Services. The dominant
users of commercial loan servicers are commercial mortgage-backed bond trusts
and similar securitized commercial asset-backed loan portfolios made up of
numerous passive investors.
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DESCRIPTION OF THE CERTIFICATES
GENERAL
The Certificates of each Series (including any class of Certificates not
offered hereby) will represent the entire beneficial ownership interest in the
Trust Fund created pursuant to the related Agreement. Each Series of
Certificates will consist of one or more classes of Certificates that may (i)
provide for the accrual of interest thereon based on fixed, variable or floating
rates; (ii) be senior (collectively, "SENIOR CERTIFICATES") or subordinate
(collectively, "SUBORDINATE CERTIFICATES") to one or more other classes of
Certificates in respect of certain distributions on the Certificates; (iii) be
entitled to principal distributions, with disproportionately low, nominal or no
interest distributions (collectively, "STRIPPED PRINCIPAL CERTIFICATES"); (iv)
be entitled to interest distributions, with disproportionately low, nominal or
no principal distributions (collectively, "STRIPPED INTEREST CERTIFICATES"); (v)
provide for distributions of accrued interest thereon commencing only following
the occurrence of certain events, such as the retirement of one or more other
classes of Certificates of such Series (collectively, "ACCRUAL CERTIFICATES");
(vi) provide for payments of principal sequentially, based on specified payment
schedules, from only a portion of the Trust Assets in such Trust Fund or based
on specified calculations, to the extent of available funds, in each case as
described in the related Prospectus Supplement; and/or (vii) provide for
distributions based on a combination of two or more components thereof with one
or more of the characteristics described in this paragraph including a Stripped
Principal Certificate component and a Stripped Interest Certificate component.
Any such classes may include classes of Offered Certificates.
Each class of Offered Certificates of a Series will be issued in minimum
denominations corresponding to the Certificate Balances or, in case of Stripped
Interest Certificates, notional amounts or percentage interests specified in the
related Prospectus Supplement. The transfer of any Offered Certificates may be
registered and such Certificates may be exchanged without the payment of any
service charge payable in connection with such registration of transfer or
exchange, but the Depositor or the Trustee or any agent thereof may require
payment of a sum sufficient to cover any tax or other governmental charge. One
or more classes of Certificates of a Series may be issued in definitive form
("DEFINITIVE CERTIFICATES") or in book-entry form ("BOOK-ENTRY CERTIFICATES"),
as provided in the related Prospectus Supplement. See "Risk
Factors -- Book-Entry Registration" and "Description of the
Certificates -- Book-Entry Registration and Definitive Certificates." Definitive
Certificates will be exchangeable for other Certificates of the same class and
Series of a like aggregate Certificate Balance, notional amount or percentage
interest but of different authorized denominations. See "Risk Factors -- Limited
Liquidity" and "-- Limited Assets."
DISTRIBUTIONS
Distributions on the Certificates of each Series will be made by or on
behalf of the Trustee on each Distribution Date as specified in the related
Prospectus Supplement from the Available Distribution Amount for such Series and
such Distribution Date. Except as otherwise specified in the related Prospectus
Supplement, distributions (other than the final distribution) will be made to
the persons in whose names the Certificates are registered at the close of
business on the last business day of the month preceding the month in which the
Distribution Date occurs (the "RECORD DATE"), and the amount of each
distribution will be determined as of the close of business on the date
specified in the related Prospectus Supplement (the "DETERMINATION DATE"). All
distributions with respect to each class of Certificates on each Distribution
Date will be allocated pro rata among the outstanding Certificates in such class
or by random selection, as described in the related Prospectus Supplement or
otherwise established by the related Trustee. Payments will be made either by
wire transfer in immediately available funds to the account of a
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder has so notified the Trustee or other person
required to make such payments no later than the date specified in the related
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Prospectus Supplement (and, if so provided in the related Prospectus Supplement,
holds Certificates in the requisite amount specified therein), or by check
mailed to the address of the person entitled thereto as it appears on the
Certificate Register; provided, however, that the final distribution in
retirement of the Certificates (whether Definitive Certificates or Book-Entry
Certificates) will be made only upon presentation and surrender of the
Certificates at the location specified in the notice to Certificateholders of
such final distribution.
AVAILABLE DISTRIBUTION AMOUNT
All distributions on the Certificates of each Series on each Distribution
Date will be made from the Available Distribution Amount described below, in
accordance with the terms described in the related Prospectus Supplement. Unless
provided otherwise in the related Prospectus Supplement, the "AVAILABLE
DISTRIBUTION AMOUNT" for each Distribution Date equals the sum of the following
amounts:
(i) the total amount of all cash on deposit in the related
Distribution Account as of the corresponding Determination Date, including
Servicer advances, net of any scheduled payments due and payable after such
Distribution Date;
(ii) interest or investment income on amounts on deposit in the
Distribution Account, including any net amounts paid under any Cash Flow
Agreements; and
(iii) to the extent not on deposit in the related Distribution
Account as of the corresponding Determination Date, any amounts collected
under, from or in respect of any Credit Support with respect to such
Distribution Date.
As described below, the entire Available Distribution Amount will be
distributed among the related Certificates (including any Certificates not
offered hereby) on each Distribution Date, and accordingly will be released from
the Trust Fund and will not be available for any future distributions.
DISTRIBUTIONS OF INTEREST ON THE CERTIFICATES
Each class of Certificates (other than classes of Stripped Principal
Certificates that have no Pass-Through Rate) may have a different Pass-Through
Rate, which will be a fixed, variable or floating rate at which interest will
accrue on such class or a component thereof (the "PASS-THROUGH RATE"). The
related Prospectus Supplement will specify the Pass-Through Rate for each class
or component or, in the case of a variable or floating Pass-Through Rate, the
method for determining the Pass-Through Rate. To the extent specified in the
related Prospectus Supplement, interest on the Certificates will be calculated
on the basis of a 360-day year consisting of twelve 30-day months.
Distributions of interest in respect of the Certificates of any class will
be made on each Distribution Date (other than any class of Accrual Certificates,
which will be entitled to distributions of accrued interest commencing only on
the Distribution Date, or under the circumstances, specified in the related
Prospectus Supplement, and any class of Stripped Principal Certificates that are
not entitled to any distributions of interest) based on the Accrued Certificate
Interest for such class and such Distribution Date, subject to the sufficiency
of the portion of the Available Distribution Amount allocable to such class on
such Distribution Date. Prior to the time interest is distributable on any class
of Accrual Certificates, the amount of Accrued Certificate Interest otherwise
distributable on such class will be added to the Certificate Balance thereof on
each Distribution Date. With respect to each class of Certificates and each
Distribution Date (other than certain classes of Stripped Interest
Certificates), "ACCRUED CERTIFICATE INTEREST" will be equal to interest accrued
for a specified period on the outstanding Certificate Balance thereof
immediately prior to the Distribution Date, at the applicable Pass-Through Rate,
reduced as described below. To the extent provided in the Prospectus Supplement,
Accrued Certificate Interest on Stripped Interest Certificates will be equal to
interest accrued for a specified period on the outstanding notional amount
thereof immediately prior to each Distribution Date, at the applicable
Pass-Through Rate, reduced as described below. The
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method of determining the notional amount for any class of Stripped Interest
Certificates will be described in the related Prospectus Supplement. Reference
to notional amount is solely for convenience in certain calculations and does
not represent the right to receive any distributions of principal. To the extent
provided in the related Prospectus Supplement, the Accrued Certificate Interest
on a Series of Certificates will be reduced in the event of prepayment interest
shortfalls, which are shortfalls in collections of interest for a full accrual
period resulting from prepayments prior to the due date in such accrual period
on the Mortgage Loans comprising or underlying the Mortgage Assets in the Trust
Fund for such Series. The particular manner in which such shortfalls are to be
allocated among some or all of the classes of Certificates of that Series will
be specified in the related Prospectus Supplement.
The related Prospectus Supplement will also describe the extent to which
the amount of Accrued Certificate Interest that is otherwise distributable on
(or; in the case of Accrual Certificates, that may otherwise be added to the
Certificate Balance of) a class of Offered Certificates may be reduced as a
result of any other contingencies, including delinquencies, losses and deferred
interest on or in respect of the Mortgage Loans comprising or underlying the
Mortgage Assets in the related Trust Fund. To the extent provided in the related
Prospectus Supplement, any reduction in the amount of Accrued Certificate
Interest otherwise distributable on a class of Certificates by reason of the
allocation to such class of a portion of any deferred interest on the Mortgage
Loans comprising or underlying the Mortgage Assets in the related Trust Fund
will result in a corresponding increase in the Certificate Balance of such
class. See " Risk Factors -- Prepayments and Effect on Average Life of
Certificates and Yields" and "Yield Considerations."
DISTRIBUTIONS OF PRINCIPAL OF THE CERTIFICATES
The Certificates of each Series, other than certain classes of Stripped
Interest Certificates, will have a "CERTIFICATE BALANCE" which, at any time,
will equal the then maximum amount that the holder will be entitled to receive
in respect of principal out of the future cash flow on the Mortgage Assets and
other assets included in the related Trust Fund. The outstanding Certificate
Balance of a Certificate will be reduced to the extent of distributions of
principal thereon from time to time and, if and to the extent so provided in the
related Prospectus Supplement, by the amount of losses incurred in respect of
the related Mortgage Assets, may be increased in respect of deferred interest on
the related Mortgage Loans to the extent provided in the related Prospectus
Supplement and, in the case of Accrual Certificates prior to the Distribution
Date on which distributions of interest are required to commence, will be
increased by any related Accrued Certificate Interest. Unless otherwise provided
in the related Prospectus Supplement, the initial aggregate Certificate Balance
of all classes of Certificates of a Series will not be greater than the
outstanding aggregate principal balance of the related Mortgage Assets as of the
applicable Cut-off Date. The initial aggregate Certificate Balance of a Series
and each class thereof will be specified in the related Prospectus Supplement.
To the extent provided in the related Prospectus Supplement, distributions of
principal will be made on each Distribution Date to the class or classes of
Certificates entitled thereto in accordance with the provisions described in
such Prospectus Supplement until the Certificate Balance of such class has been
reduced to zero. Stripped Interest Certificates with no Certificate Balance are
not entitled to any distributions of principal.
COMPONENTS
To the extent specified in the related Prospectus Supplement, distribution
on a class of Certificates may be based on a combination of two or more
different components as described under "-- General" above. To such extent, the
descriptions set forth under "-- Distributions of Interests on the Certificates"
and "-- Distributions of Principal of the Certificates" above also relate to
components of such a class of Certificates. In such case, reference in such
sections to Certificate Balance and Pass-Through Rate refer to the principal
balance, if any, of any such component and the Pass-Through Rate, if any, on any
such component, respectively.
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DISTRIBUTIONS ON THE CERTIFICATES OF PREPAYMENT PREMIUMS OR IN RESPECT OF EQUITY
PARTICIPATIONS
If so provided in the related Prospectus Supplement, Prepayment Premiums or
payments in respect of Equity Participations that are collected on the Mortgage
Assets in the related Trust Fund will be distributed on each Distribution Date
to the class or classes of Certificates entitled thereto in accordance with the
provisions described in such Prospectus Supplement.
ALLOCATION OF LOSSES AND SHORTFALLS
If so provided in the Prospectus Supplement for a Series of Certificates
consisting of one or more classes of Subordinate Certificates, on any
Distribution Date in respect of which losses or shortfalls in collections on the
Mortgage Assets have been incurred, the amount of such losses or shortfalls will
be borne first by a class of Subordinate Certificates in the priority and manner
and subject to the limitations specified in such Prospectus Supplement See
"Description of Credit Support" for a description of the types of protection
that may be included in shortfalls on Mortgage Assets comprising such Trust
Fund.
ADVANCES IN RESPECT OF DELINQUENCIES
With respect to any Series of Certificates evidencing an interest in a
Trust Fund, to the extent provided in the related Prospectus Supplement, a
Servicer or another entity described therein will be required as part of its
servicing responsibilities to advance on or before each Distribution Date its
own funds or funds held in the Distribution Account that are not included in the
Available Distribution Amount for such Distribution Date, in an amount equal to
the aggregate of payments of principal (other than any balloon payments) and
interest (net of related servicing fees and Retained Interest) that were due on
the Whole Loans in such Trust Fund and were delinquent on the related
Determination Date, subject to such Servicer's (or another entity's) good faith
determination that such advances will be reimbursable from Related Proceeds (as
defined below). In the case of a Series of Certificates that includes one or
more classes of Subordinate Certificates and if so provided in the related
Prospectus Supplement, each Servicer's (or another entity's) advance obligation
may be limited only to the portion of such delinquencies necessary to make the
required distributions on one or more classes of Senior Certificates and/or may
be subject to such Servicer's (or another entity's) good faith determination
that such advances will be reimbursable not only from Related Proceeds but also
from collections on other Trust Assets otherwise distributable on one or more
classes of such Subordinate Certificates. See "Description of Credit Support."
Advances are intended to maintain a regular flow of scheduled interest and
principal payments to holders of the class or classes of Certificates entitled
thereto, rather than to guarantee or insure against losses. To the extent
provided in the related Prospectus Supplement, advances of a Servicer's (or
another entity's) funds will be reimbursable only out of related recoveries on
the Mortgage Loans (including amounts received under any form of Credit Support)
respecting which such advances were made (as to any Mortgage Loan, "RELATED
PROCEEDS") and, if so provided in the Prospectus Supplement, out of any amounts
otherwise distributable on one or more classes of Subordinate Certificates of
such Series; provided, however, that any such advance will be reimbursable from
any amounts in the Distribution Account prior to any distributions being made on
the Certificates to the extent that a Servicer (or such other entity) shall
determine in good faith that such advance (a "NONRECOVERABLE ADVANCE") is not
ultimately recoverable from Related Proceeds or, if applicable, from collections
on other Trust Assets otherwise distributable on such Subordinate Certificates.
If advances have been made by a Servicer from excess funds in the Distribution
Account, such Servicer is required to replace such funds in the Distribution
Account on any future Distribution Date to the extent that funds in the
Distribution Account on such Distribution Date are less than payments required
to be made to Certificateholders on such date. If so specified in the related
Prospectus Supplement, the obligations of a Servicer (or another entity) to make
advances may be secured by a cash advance reserve fund, a surety bond, a letter
of credit or another form of
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limited guaranty. If applicable, information regarding the characteristics of,
and the identity of any obligor on, any such surety bond, will be set forth in
the related Prospectus Supplement.
If and to the extent so provided in the related Prospectus Supplement, a
Servicer (or another entity) will be entitled to receive interest at the rate
specified therein on its outstanding advances and will be entitled to pay itself
such interest periodically from general collections on the Trust Assets prior to
any payment to Certificateholders or as otherwise provided in the related
Agreement and described in such Prospectus Supplement.
The Prospectus Supplement for any Series of Certificates evidencing an
interest in a Trust Fund that includes CMBS will describe any corresponding
advancing obligation of any person in connection with such CMBS.
REPORTS TO CERTIFICATEHOLDERS
To the extent provided in the Prospectus Supplement, with each distribution
to holders of any class of Certificates of a Series, the Master Servicer or the
Trustee, as provided in the related Prospectus Supplement, will forward or cause
to be forwarded to each such holder, to the Depositor and to such other parties
as may be specified in the related Agreement, a statement setting forth, in each
case to the extent applicable and available:
(i) the amount of such distribution to holders of Certificates of
such class applied to reduce the Certificate Balance thereof;
(ii) the amount of such distribution to holders of Certificates of
such class allocable to Accrued Certificate Interest;
(iii) the amount of such distribution allocable to (a) Prepayment
Premiums and (b) payments on account of Equity Participations;
(iv) the amount of related servicing compensation received by each
Servicer and such other customary information as any such Master Servicer
or the Trustee deems necessary or desirable, or that a Certificateholder
reasonably requests, to enable Certificateholders to prepare their tax
returns;
(v) the aggregate amount of advances included in such distribution,
and the aggregate amount of any unreimbursed advances at the close of
business on such Distribution Date;
(vi) the aggregate principal balance of the Mortgage Assets at the
close of business on such Distribution Date;
(vii) the number and aggregate principal balance of Whole Loans in
respect of which (a) one scheduled payment is delinquent, (b) two scheduled
payments are delinquent, (c) three or more scheduled payments are
delinquent and (d) foreclosure proceedings have been commenced;
(viii) with respect to each Whole Loan that is delinquent two or more
months, (a) the loan number thereof, (b) the unpaid balance thereof, (c)
whether the delinquency is in respect of any balloon payment, (d) the
aggregate amount of unreimbursed servicing expenses and unreimbursed
advances in respect thereof, (e) if applicable, the aggregate amount of any
interest accrued and payable on related servicing expenses and related
advances assuming such Mortgage Loan is subsequently liquidated through
foreclosure, (f) whether a notice of acceleration has been sent to the
Mortgagor and, if so, the date of such notice, (g) whether foreclosure
proceedings have been commenced and, if so, the date so commenced and (h)
if such Mortgage Loan is more than three months delinquent and foreclosure
has not been commenced, the reason therefor;
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(ix) with respect to any Whole Loan liquidated during the related Due
Period (other than by payment in full), (a) the loan number thereof, (b)
the manner in which it was liquidated and (c) the aggregate amount of
liquidation proceeds received;
(x) with respect to any Whole Loan liquidated during the related Due
Period, (a) the portion of such liquidation proceeds payable or
reimbursable to each Servicer (or any other entity) in respect of such
Mortgage Loan and (b) the amount of any loss to Certificateholders;
(xi) with respect to each REO Property relating to a Whole Loan and
included in the Trust Fund as of the end of the related Due Period, (a) the
loan number of the related Mortgage Loan and (b) the date of acquisition;
(xii) with respect to each REO Property relating to a Whole Loan and
included in the Trust Fund as of the end of the related Due Period, (a) the
book value, (b) the principal balance of the related Mortgage Loan
immediately following such Distribution Date (calculated as if such
Mortgage Loan were still outstanding taking into account certain limited
modifications to the terms thereof specified in the Agreement), (c) the
aggregate amount of unreimbursed servicing expenses and unreimbursed
advances in respect thereof and (d) if applicable, the aggregate amount of
interest accrued and payable on related servicing expenses and related
advances;
(xiii) with respect to any such REO Property sold during the related
Due Period (a) the loan number of the related Mortgage Loan, (b) the
aggregate amount of sale proceeds, (c) the portion of such sales proceeds
payable or reimbursable to each Servicer in respect of such REO Property or
the related Mortgage Loan and (d) the amount of any loss to
Certificateholders in respect of the related Mortgage Loan;
(xiv) the aggregate Certificate Balance or notional amount, as the
case may be, of each class of Certificates (including any class of
Certificates not offered hereby) at the close of business on such
Distribution Date, separately identifying any reduction in such Certificate
Balance due to the allocation of any loss and increase in the Certificate
Balance of a class of Accrual Certificates in the event that Accrued
Certificate Interest has been added to such balance;
(xv) the aggregate amount of principal prepayments made during the
related Due Period;
(xvi) the aggregate Accrued Certificate Interest and unpaid Accrued
Certificate Interest, if any, on each class of Certificates at the close of
business on such Distribution Date;
(xvii) in the case of Certificates with a variable Pass-Through Rate,
the Pass-Through Rate applicable to such Distribution Date, and, if
available, the immediately succeeding Distribution Date, as calculated in
accordance with the method specified in the related Prospectus Supplement;
(xviii) in the case of Certificates with a floating Pass-Through Rate,
for statements to be distributed in any month in which an adjustment date
occurs, the floating Pass-Through Rate applicable to such Distribution Date
and the immediately succeeding Distribution Date as calculated in
accordance with the method specified in the related Prospectus Supplement;
(xix) as to any Series which includes Credit Support, the amount of
coverage of each instrument of Credit Support included therein as of the
close of business on such Distribution Date; and
(xx) the aggregate amount of payments by the Mortgagors of (a) default
interest, (b) late charges and (c) assumption and modification fees
collected during the related Due Period.
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In the case of information furnished pursuant to subclauses (i)-(iv) above,
the amounts shall be expressed as a dollar amount per minimum denomination of
Certificates or for such other specified portion thereof. In addition, in the
case of information furnished pursuant to subclauses (i), (ii), (xiv), (xvi) and
(xvii) above, such amounts shall also be provided with respect to each
component, if any, of a class of Certificates. The Master Servicer or the
Trustee, as specified in the related Prospectus Supplement, will forward or
cause to be forwarded to each holder of any class of Certificates, to the
Depositor and to such other parties as may be specified in the Agreement, a copy
of any statements or reports received by the Master Servicer or the Trustee, as
applicable, with respect to any CMBS. The Prospectus Supplement for each Series
of Offered Certificates will describe any additional information to be included
in reports to the holders of such Certificates.
Within a reasonable period of time after the end of each calendar year, the
Master Servicer or the Trustee, as provided in the related Prospectus
Supplement, shall furnish to each person who at any time during the calendar
year was a holder of a Certificate a statement containing the information set
forth in subclauses (i)-(iv) above, aggregated for such calendar year or the
applicable portion thereof during which such person was a Certificateholder.
Such obligation of the Master Servicer or the Trustee shall be deemed to have
been satisfied to the extent that substantially comparable information shall be
provided by the Master Servicer or the Trustee pursuant to any requirements of
the Code as are from time to time in force.
Unless and until Definitive Certificates are issued, or to the extent
provided in the related Prospectus Supplement, such statements or reports will
be forwarded by the Master Servicer or the Trustee to Cede. Such statements or
reports may be available to Beneficial Owners upon request to DTC or their
respective Participant or Indirect Participant. In addition, the Trustee shall
furnish a copy of any such statement or report to any Beneficial Owner which
requests such copy and certifies to the Trustee or the Master Servicer, as
applicable, that it is the Beneficial Owner of a Certificate. See "-- Book-Entry
Registration and Definitive Certificates."
TERMINATION
The obligations created by the Agreements for each Series of Certificates
will terminate upon the payment to Certificateholders of that Series of all
amounts held in the Distribution Account or by any Servicer, if any, or the
Trustee and required to be paid to them pursuant to such Agreements following
the earlier of (i) the final payment or other liquidation of the last Mortgage
Asset subject thereto or the disposition of all property acquired upon
foreclosure of any Whole Loan subject thereto and (ii) the purchase of all of
the assets of the Trust Fund by the party entitled to effect such termination,
under the circumstances and in the manner set forth in the related Prospectus
Supplement. In no event, however, will the trust created by the Agreements
continue beyond the date specified in the related Prospectus Supplement. Written
notice of termination of the Agreements will be given to each Certificateholder,
and the final distribution will be made only upon presentation and surrender of
the Certificates at the location to be specified in the notice of termination.
If so specified in the related Prospectus Supplement, a Series of
Certificates may be subject to optional early termination through the repurchase
of the assets in the related Trust Fund by the party specified therein, under
the circumstances and in the manner set forth therein. If so provided in the
related Prospectus Supplement, upon the reduction of the Certificate Balance of
a specified class or classes of Certificates by a specified percentage or
amount, the party specified therein will solicit bids for the purchase of all
assets of the Trust Fund, or of a sufficient portion of such assets to retire
such class or classes or purchase such class or classes at a price set forth in
the related Prospectus Supplement, in each case, under the circumstances and in
the manner set forth therein. In such an event, the applicable purchase price
will be sufficient to pay the aggregate Certificate Balance and any
undistributed shortfall in interest of such class or classes of Certificates.
Further, in such an event, there will be no continuing direct or indirect
liability of the related trust or Certificateholders as sellers of such assets
in connection with any such sale.
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BOOK-ENTRY REGISTRATION AND DEFINITIVE CERTIFICATES
If so provided in the related Prospectus Supplement, one or more classes of
the Offered Certificates of any Series will be issued as Book-Entry
Certificates, and each such class will be represented by one or more single
Certificates registered in the name of a nominee for the depository, The
Depository Trust Company ("DTC").
DTC is a limited-purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the Uniform Commercial Code ("UCC") and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. DTC was created to hold securities for its participating
organizations ("PARTICIPANTS") and facilitate the clearance and settlement of
securities transactions between Participants through electronic book-entry
changes in their accounts, thereby eliminating the need for physical movement of
certificates. Participants include securities brokers and dealers, banks, trust
companies and clearing corporations and may include certain other organizations.
Indirect access to the DTC system also is available to others such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly ("INDIRECT
PARTICIPANTS").
Unless otherwise provided in the related Prospectus Supplement, investors
that are not Participants or Indirect Participants but desire to purchase, sell
or otherwise transfer ownership of, or other interests in Book- Entry
Certificates may do so only through Participants and Indirect Participants. In
addition, such investors ("BENEFICIAL OWNERS") will receive all distributions on
the Book-Entry Certificates through DTC and its Participants. Under a book-entry
format, Beneficial Owners will receive payments after the related Distribution
Date because, while payments are required to be forwarded to Cede & Co., as
nominee for DTC ("CEDE"), on each such date DTC will forward such payments to
its Participants which thereafter will be required to forward them to Indirect
Participants or Beneficial Owners. Unless otherwise provided in the related
Prospectus Supplement, the only "Certificateholder" (as such term is used in the
Agreements) will be Cede, as nominee of DTC, and the Beneficial Owners will not
be recognized by the Trustee as Certificateholders under the Agreements.
Beneficial Owners will be permitted to exercise the rights of Certificateholders
under the related Agreements only indirectly through the Participants who in
turn will exercise their rights through DTC.
Under the rules, regulations and procedures creating and affecting DTC and
its operations, DTC is required to make book-entry transfers among Participants
on whose behalf it acts with respect to the Book-Entry Certificates and is
required to receive and transmit distributions of principal of and interest on
the Book-Entry Certificates. Participants and Indirect Participants with which
Beneficial Owners have accounts with respect to the Book-Entry Certificates
similarly are required to make book-entry transfers and receive and transmit
such payments on behalf of their respective Beneficial Owners.
Because DTC can act only on behalf of Participants, who in turn act on
behalf of Indirect Participants and certain banks, the ability of a Beneficial
Owner to pledge its interest in the Book-Entry Certificates to persons or
entities that do not participate in the DTC system, or otherwise take actions in
respect of its interest in the Book-Entry Certificates, may be limited due to
the lack of a physical certificate evidencing such interest.
DTC has advised the Depositor that it will take any action permitted to be
taken by a Certificateholder under an Agreement only at the direction of one or
more Participants to whose account with DTC interests in the Book-Entry
Certificates are credited. Under DTC's procedures, DTC will take actions
permitted to be taken by Holders of any class of Book-Entry Certificates under
the Pooling and Servicing Agreement only at the direction of one or more
Participants to whose account the Book-Entry Certificates are credited and whose
aggregate holdings represent no less than any minimum amount of Voting Rights
required therefor. Therefore, Beneficial Owners will only be able to exercise
their Voting Rights to the extent permitted, and subject to the procedures
established, by their Participant and/or Indirect Participant, as applicable.
DTC may take conflicting
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actions with respect to any action of Certificateholders of any Class to the
extent that Participants authorize such actions. None of the Servicers, the
Depositor, the Trustee or any of their respective affiliates will have any
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in the Book-Entry Certificates, or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.
Unless otherwise specified in the related Prospectus Supplement,
Certificates initially issued in book-entry form will be issued in fully
registered, certificated form to Beneficial Owners or their nominees
("DEFINITIVE CERTIFICATES"), rather than to DTC or its nominee only if (i) the
Depositor advises the Trustee in writing that DTC is no longer willing or able
to properly discharge its responsibilities as depository with respect to the
Certificates and the Depositor is unable to locate a qualified successor or (ii)
the Depositor, at its option, elects to terminate the book-entry system through
DTC.
Upon the occurrence of either of the events described in the immediately
preceding paragraph, DTC is required to notify all Participants of the
availability through DTC of Definitive Certificates for the Beneficial Owners.
Upon surrender by DTC of the certificate or certificates representing the
Book-Entry Certificates, together with instructions for reregistration, the
Trustee will issue (or cause to be issued) to the Beneficial Owners identified
in such instructions the Definitive Certificates to which they are entitled, and
thereafter the Trustee will recognize the holders of such Definitive
Certificates as Certificateholders under the Agreement.
DESCRIPTION OF THE AGREEMENTS
The Certificates of each Series evidencing interests in a Trust Fund
including Whole Loans will be issued pursuant to a Pooling and Servicing
Agreement among the Depositor, a Master Servicer, if specified in the related
Prospectus Supplement, a Special Servicer and the Trustee. The Certificates of
each Series evidencing interests in a Trust Fund not including Whole Loans will
be issued pursuant to a Trust Agreement between the Depositor and a Trustee. The
Master Servicer, any Special Servicer and the Trustee with respect to any Series
of Certificates will be named in the related Prospectus Supplement. In lieu of
appointing a Master Servicer, a servicer may be appointed pursuant to the
Pooling and Servicing Agreement for any Trust Fund. The Mortgage Loans shall be
serviced pursuant to the terms of the Pooling and Servicing Agreement and, to
the extent specified in the related Prospectus Supplement, a Servicing Agreement
among the Depositor (or an affiliate thereof), a Master Servicer, a Special
Servicer and a Primary Servicer. A manager or administrator may be appointed
pursuant to the Trust Agreement for any Trust Fund to administer such Trust
Fund. The provisions of each Agreement will vary depending upon the nature of
the Certificates to be issued thereunder and the nature of the related Trust
Fund. A form of a Pooling and Servicing Agreement and a form of Servicing
Agreement has been filed as an exhibit to the Registration Statement of which
this Prospectus is a part. Any Trust Agreement will generally conform to the
form of Pooling and Servicing Agreement filed herewith, but will not contain
provisions with respect to the servicing and maintenance of Whole Loans. The
following summaries describe certain provisions that may appear in each
Agreement. The Prospectus Supplement for a Series of Certificates will describe
any provision of the Agreements relating to such Series that materially differs
from the description thereof contained in this Prospectus. The summaries do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all of the provisions of the Agreements for each Trust Fund and
the description of such provisions in the related Prospectus Supplement. As used
herein with respect to any Series, the term "CERTIFICATE" refers to all of the
Certificates of that Series, whether or not offered hereby and by the related
Prospectus Supplement, unless the context otherwise requires. The Depositor will
provide a copy of the Agreements (without exhibits) relating to any Series of
Certificates without charge upon written request of a holder of a Certificate of
such Series addressed to the Trustee specified in the related Prospectus
Supplement.
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To the extent specified in the related Prospectus Supplement, the Mortgage
Loans included in each Trust Fund were being serviced prior to the issuance of
the related Series of Certificates pursuant to the terms of a Servicing
Agreement by the Master Servicer, the Special Servicer and/or a Primary
Servicer. To the extent specified in the related Prospectus Supplement,
following the issuance of the related Series of Certificates, such Mortgage
Loans will continue to be serviced pursuant to such Servicing Agreement,
together with the related Pooling and Servicing Agreement. Pursuant to the terms
of each Servicing Agreement, a Primary Servicer or a Special Servicer will
service the Mortgage Loans directly and a Master Servicer may monitor the
activities of each Primary Servicer and Special Servicer. The Depositor shall
assign its rights under each Servicing Agreement to the Trustee for the benefit
of the Certificateholders.
ASSIGNMENT OF ASSETS; REPURCHASES
At the time of issuance of any Series of Certificates, the Depositor will
assign (or cause to be assigned) to the designated Trustee the Trust Assets to
be included in the related Trust Fund, together with all principal and interest
to be received on or with respect to such Trust Assets after the Cut-off Date,
other than principal and interest due on or before the Cut-off Date and other
than any Retained Interest. The Trustee will, concurrently with such assignment,
deliver the Certificates to the Depositor in exchange for the Trust Assets and
the other assets comprising the Trust Fund for such Series. Each Mortgage Asset
will be identified in a schedule appearing as an exhibit to the related
Agreement. To the extent provided in the related Prospectus Supplement, such
schedule will include detailed information (i) in respect of each Whole Loan
included in the related Trust Fund, including without limitation, the address of
the related Mortgaged Property and type of such property, the Mortgage Interest
Rate and, if applicable, the applicable index, margin, adjustment date and any
rate cap information, the original and remaining term to maturity, the original
and outstanding principal balance and balloon payment, if any, the Value,
Loan-to-Value Ratio and the Debt Service Coverage Ratio as of the date indicated
and payment and prepayment provisions, if applicable, and (ii) in respect of
each CMBS included in the related Trust Fund, including without limitation, the
CMBS Issuer, CMBS Servicer and CMBS Trustee, the pass-through or bond rate or
formula for determining such rate, the issue date and original and remaining
term to maturity, if applicable, the original and outstanding principal amount
and payment provisions, if applicable.
With respect to each Whole Loan, the Depositor will deliver or cause to be
delivered to the Trustee (or to the custodian hereinafter referred to) certain
loan documents, which to the extent specified in the related Prospectus
Supplement will include the original Mortgage Note endorsed, without recourse,
in blank or to the order of the Trustee, the original Mortgage (or a certified
copy thereof) with evidence of recording indicated thereon and an assignment of
the Mortgage to the Trustee in recordable form. Notwithstanding the foregoing, a
Trust Fund may include Mortgage Loans where the original Mortgage Note is not
delivered to the Trustee if the Company delivers to the Trustee or the custodian
a copy or a duplicate original of the Mortgage Note, together with an affidavit
certifying that the original thereof has been lost or destroyed. With respect to
such Mortgage Loans, the Trustee (or its nominee) may not be able to enforce the
Mortgage Note against the related borrower. To the extent provided in the
related Prospectus Supplement, the related Agreements will require that the
Depositor or another party specified therein promptly cause each such assignment
of Mortgage to be recorded in the appropriate public office for real property
records, except in states where, in the opinion of counsel acceptable to the
Trustee, such recording is not required to protect the Trustee's interest in the
related Whole Loan against the claim of any subsequent transferee or any
successor to or creditor of the Depositor, the Master Servicer, the relevant
Asset Seller or any other prior holder of the Whole Loan.
The Trustee (or a custodian) will review such Whole Loan documents within a
specified period of days after receipt thereof, and the Trustee (or a custodian)
will hold such documents in trust for the benefit of the Certificateholders. To
the extent specified in the related Prospectus Supplement, if any such document
is found to be missing or defective in any material respect, the Trustee (or
such
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custodian) shall immediately notify the Depositor. If the Depositor cannot cure
the omission or defect within a specified number of days after receipt of such
notice, then to the extent specified in the related Prospectus Supplement, the
Depositor will be obligated, within a specified number of days of receipt of
such notice, to repurchase the related Whole Loan from the Trustee at the
Purchase Price or substitute for such Mortgage Loan. To the extent specified in
the related Prospectus Supplement, this repurchase or substitution obligation
constitutes the sole remedy available to the Certificateholders or the Trustee
for omission of, or a material defect in, a constituent document. To the extent
specified in the related Prospectus Supplement, in lieu of curing any omission
or defect in the Mortgage Asset or repurchasing or substituting for such
Mortgage Asset, the Depositor may agree to cover any losses suffered by the
Trust Fund as a result of such breach or defect.
If so provided in the related Prospectus Supplement, the Depositor will, as
to some or all of the Mortgage Loans, assign or cause to be assigned to the
Trustee the related Lease Assignments. In certain cases, the Trustee, or Primary
Servicer, as applicable, may collect all moneys under the related Leases and
distribute amounts, if any, required under the Lease for the payment of
maintenance, insurance and taxes, to the extent specified in the related Lease
agreement. The Trustee, or if so specified in the Prospectus Supplement, the
Master Servicer, as agent for the Trustee, may hold the Lease in trust for the
benefit of the Certificateholders.
With respect to each CMBS in certificated form, the Depositor will deliver
or cause to be delivered to the Trustee (or the custodian) the original
certificate or other definitive evidence of such CMBS together with bond power
or other instruments, certifications or documents required to transfer fully
such CMBS to the Trustee for the benefit of the Certificateholders. With respect
to each CMBS in uncertificated or book-entry form or held through a "clearing
corporation" within the meaning of the UCC the Depositor and the Trustee will
cause such CMBS to be registered directly or on the books of such clearing
corporation or of a financial intermediary in the name of the Trustee for the
benefit of the Certificateholders. To the extent provided in the related
Prospectus Supplement, the related Agreement will require that either the
Depositor or the Trustee promptly cause any CMBS in certificated form not
registered in the name of the Trustee to be re-registered, with the applicable
persons, in the name of the Trustee.
REPRESENTATIONS AND WARRANTIES; REPURCHASES
To the extent provided in the related Prospectus Supplement the Depositor
will, with respect to each Whole Loan, make or assign representations and
warranties, as of a specified date (the person making such representations and
warranties, the "WARRANTING PARTY") covering, by way of example, the following
types of matters: (i) the accuracy of the information set forth for such Whole
Loan on the schedule of Mortgage Assets appearing as an exhibit to the related
Agreement; (ii) the existence of title insurance insuring the lien priority of
the Whole Loan; (iii) the authority of the Warranting Party to sell the Whole
Loan; (iv) the payment status of the Whole Loan and the status of payments of
taxes, assessments and other charges affecting the related Mortgaged Property;
(v) the existence of customary provisions in the related Mortgage Note and
Mortgage to permit realization against the Mortgaged Property of the benefit of
the security of the Mortgage; and (vi) the existence of hazard and extended
perils insurance coverage on the Mortgaged Property.
Any Warranting Party, if other than the Depositor, shall be an Asset Seller
or an affiliate thereof or such other person acceptable to the Depositor and
shall be identified in the related Prospectus Supplement.
Representations and warranties made in respect of a Whole Loan may have
been made as of a date prior to the applicable Cut-off Date. A substantial
period of time may have elapsed between such date and the date of initial
issuance of the related Series of Certificates evidencing an interest in such
Whole Loan. To the extent specified in the related Prospectus Supplement, in the
event of a breach of any such representation or warranty, the Warranting Party
will be obligated to reimburse
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the Trust Fund for losses caused by any such breach or either cure such breach
or repurchase or replace the affected Whole Loan as described below. Since the
representations and warranties may not address events that may occur following
the date as of which they were made, the Warranting Party will have a
reimbursement, cure, repurchase or substitution obligation in connection with a
breach of such a representation and warranty only if the relevant event that
causes such breach occurs prior to such date. Such party would have no such
obligations if the relevant event that causes such breach occurs after such
date.
To the extent provided in the related Prospectus Supplement, the Agreements
will provide that the Master Servicer and/or Trustee will be required to notify
promptly the relevant Warranting Party of any breach of any representation or
warranty made by it in respect of a Whole Loan that materially and adversely
affects the value of such Whole Loan or the interests therein of the
Certificateholders. If such Warranting Party cannot cure such breach within a
specified period following the date on which such party was notified of such
breach, then such Warranting Party will be obligated to repurchase such Whole
Loan from the Trustee within a specified period from the date on which the
Warranting Party was notified of such breach, at the Purchase Price therefor. As
to any Whole Loan, unless otherwise specified in the related Prospectus
Supplement, the "PURCHASE PRICE" is equal to the sum of the unpaid principal
balance thereof, plus unpaid accrued interest thereon at the Mortgage Interest
Rate from the date as to which interest was last paid to the due date in the Due
Period in which the relevant purchase is to occur, plus certain servicing
expenses that are reimbursable to each Servicer. If so provided in the
Prospectus Supplement for a Series, a Warranting Party, rather than repurchase a
Whole Loan as to which a breach has occurred, will have the option, within a
specified period after initial issuance of such Series of Certificates, to cause
the removal of such Whole Loan from the Trust Fund and substitute in its place
one or more other Whole Loans, in accordance with the standards described in the
related Prospectus Supplement. If so provided in the Prospectus Supplement for a
Series, a Warranting Party, rather than repurchase or substitute a Whole Loan as
to which a breach has occurred, will have the option to reimburse the Trust Fund
or the Certificateholders for any losses caused by such breach. To the extent
specified in the related Prospectus Supplement, this reimbursement, repurchase
or substitution obligation will constitute the sole remedy available to holders
of Certificates or the Trustee for a breach of representation by a Warranting
Party.
Neither the Depositor (except to the extent that it is the Warranting
Party) nor any Servicer will be obligated to purchase or substitute for a Whole
Loan if a Warranting Party defaults on its obligation to do so, and no assurance
can be given that Warranting Parties will carry out such obligations with
respect to Whole Loans.
To the extent provided in the related Prospectus Supplement the Warranting
Party will, with respect to a Trust Fund that includes CMBS, make or assign
certain representations or warranties, as of a specified date, with respect to
such CMBS, covering (i) the accuracy of the information set forth therefor on
the schedule of Mortgage Assets appearing as an exhibit to the related Agreement
and (ii) the authority of the Warranting Party to sell such Mortgage Assets. The
related Prospectus Supplement will describe the remedies for a breach thereof.
Each Servicer will make certain representations and warranties regarding
its authority to enter into, and its ability to perform its obligations under,
the related Agreement. A breach of any such representation in a Pooling and
Servicing Agreement of a Master Servicer or Special Servicer which materially
and adversely affects the interests of the Certificateholders and which
continues unremedied for thirty days after the giving of written notice of such
breach to such Servicer by the Trustee or the Depositor, or to such Servicer,
the Depositor and the Trustee by the holders of Certificates evidencing not less
than 25% of the Voting Rights (unless otherwise specified in the related
Prospectus Supplement), will constitute an Event of Default under such Pooling
and Servicing Agreement. A breach of any such representation in a Servicing
Agreement of a Servicer which continues unremedied for thirty days after giving
notice of such breach to such Servicer will
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constitute an Event of Default under such Servicing Agreement. See "-- Events of
Default" and "-- Rights Upon Event of Default."
ACCOUNTS
General
Each Servicer and/or the Trustee will, as to each Trust Fund, establish and
maintain or cause to be established and maintained one or more separate accounts
for the collection of payments on the related Mortgage Assets (collectively, the
"ACCOUNTS"), which must be either (i) an account or accounts the deposits in
which are insured by the Bank Insurance Fund or the Savings Association
Insurance Fund of the Federal Deposit Insurance Corporation ("FDIC") (to the
limits established by the FDIC) and the uninsured deposits in which are
otherwise secured such that the Certificateholders have a claim with respect to
the funds an Account or a perfected first priority security interest against any
collateral securing such funds that is superior to the claims of any other
depositors or general creditors of the institution with which such Account is
maintained or (ii) otherwise maintained with a bank or trust company, and in a
manner, satisfactory to the Rating Agency or Agencies rating any class of
Certificates of such Series. The collateral eligible to secure amounts in an
Account is limited to United States government securities and other investment
grade obligations specified in the Agreement ("PERMITTED INVESTMENTS"). An
Account may be maintained as an interest bearing or a non-interest bearing
account and the funds held therein may be invested pending each succeeding
Distribution Date in certain short-term Permitted Investments. To the extent
provided in the related Prospectus Supplement, any interest or other income
earned on funds in an Account will be paid to a Servicer or its designee as
additional servicing compensation. An Account may be maintained with an
institution that is an affiliate of a Servicer provided that such institution
meets the standards imposed by the Rating Agency or Agencies. If permitted by
the Rating Agency or Agencies and so specified in the related Prospectus
Supplement, an Account may contain funds relating to more than one Series of
mortgage pass-through certificates and may contain other funds respecting
payments on mortgage loans belonging to a Servicer or serviced or master
serviced by it on behalf of others.
Deposits
To the extent provided in the related Prospectus Supplement, the Primary
Servicer will deposit or cause to be deposited in an Account on a daily basis,
to the extent provided in the related Agreement, the following payments and
collections received, or advances made, by the Primary Servicer:
(i) all payments on account of principal, including principal
prepayments, on the Mortgage Assets;
(ii) all payments on account of interest on the Mortgage Assets,
including any default interest collected, in each case net of any portion
thereof retained by a Servicer as its servicing compensation;
(iii) all proceeds of the hazard, business interruption and general
liability insurance policies to be maintained in respect of each Mortgaged
Property securing a Whole Loan in the Trust Fund (to the extent such
proceeds are not applied to the restoration of the property or released to
the Mortgagor in accordance with the normal servicing procedures of a
Servicer, subject to the terms and conditions of the related Mortgage and
Mortgage Note) and all proceeds of rental interruption policies, if any,
insuring against losses arising from the failure of Lessees under a Lease
to make timely rental payments because of certain casualty events
(collectively, "INSURANCE PROCEEDS") and all other amounts received and
retained in connection with the liquidation of defaulted Mortgage Loans in
the Trust Fund, by foreclosure, condemnation or otherwise ("LIQUIDATION
PROCEEDS"), together with the net proceeds on a
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monthly basis with respect to any Mortgaged Properties acquired for the
benefit of Certificateholders by foreclosure or by deed in lieu of
foreclosure or otherwise;
(iv) any advances made as described under "Description of the
Certificates -- Advances in Respect of Delinquencies";
(v) any amounts representing Prepayment Premiums;
(vi) any amounts received from a Special Servicer;
but excluding any REO Proceeds and penalties or modification fees which may be
retained by the Primary Servicer. REO Proceeds shall be maintained in an Account
by the Special Servicer.
Once a month the Primary Servicer and the Special Servicer remit funds on
deposit in the Account each maintains together with any P&I Advances to the
Master Servicer for deposit in an Account maintained by the Master Servicer.
Withdrawals
A Servicer may, from time to time, to the extent provided in the related
Agreement and described in the related Prospectus Supplement, make withdrawals
from an Account for each Trust Fund for any of the following purposes:
(i) to reimburse a Servicer for unreimbursed amounts advanced as
described under "Description of the Certificates -- Advances in Respect of
Delinquencies," such reimbursement to be made out of amounts received which
were identified and applied by such Servicer as late collections of
interest on and principal of the particular Whole Loans with respect to
which the advances were made;
(ii) to reimburse a Servicer for unpaid servicing fees earned and
certain unreimbursed servicing expenses incurred with respect to Whole
Loans and properties acquired in respect thereof, such reimbursement to be
made out of amounts that represent Liquidation Proceeds and Insurance
Proceeds collected on the particular Whole Loans and properties, and net
income collected on the particular properties, with respect to which such
fees were earned or such expenses were incurred;
(iii) to reimburse a Servicer for any advances described in clause (i)
above and any servicing expenses described in clause (ii) above which, in
the Master Servicer's good faith judgment, will not be recoverable from the
amounts described in clauses (i) and (ii), respectively, such reimbursement
to be made from amounts collected on other Trust Assets or, if and to the
extent so provided by the related Agreement and described in the related
Prospectus Supplement, just from that portion of amounts collected on other
Trust Assets that is otherwise distributable on one or more classes of
Subordinate Certificates, if any, remain outstanding, and otherwise any
outstanding class of Certificates, of the related Series;
(iv) if and to the extent described in the related Prospectus
Supplement, to pay a Servicer interest accrued on the advances described in
clause (i) above and the servicing expenses described in clause (ii) above
while such remain outstanding and unreimbursed;
(v) to the extent provided in the related Prospectus Supplement, to
pay a Servicer, as additional servicing compensation, interest and
investment income earned in respect of amounts held in the Account; and
(vi) to make any other withdrawals permitted by the related Agreement
and described in the related Prospectus Supplement.
If and to the extent specified in the Prospectus Supplement amounts may be
withdrawn from any Account to cover additional costs, expenses or liabilities
associated with: the preparation of
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environmental site assessments with respect to, and for containment, clean-up or
remediation of hazardous wastes and materials, the proper operation, management
and maintenance of any Mortgaged Property acquired for the benefit of
Certificateholders by foreclosure or by deed in lieu of foreclosure or
otherwise, such payments to be made out of income received on such property; if
one or more elections have been made to treat the Trust Fund or designated
portions thereof as a REMIC, any federal, state or local taxes imposed on the
Trust Fund or its assets or transactions, as and to the extent described under
"Federal Income Tax Consequences -- REMIC -- Prohibited Transactions and Other
Taxes"; retaining an independent appraiser or other expert in real estate
matters to determine a fair sale price for a defaulted Whole Loan or a property
acquired in respect thereof in connection with the liquidation of such Whole
Loan or property; and obtaining various opinions of counsel pursuant to the
related Agreement for the benefit of Certificateholders.
Distribution Account
To the extent specified in the related Prospectus Supplement, the Trustee
will, as to each Trust Fund, establish and maintain, or cause to be established
and maintained, one or more separate Accounts for the collection of payments
from the Master Servicer immediately preceding each Distribution Date (the
"DISTRIBUTION ACCOUNT"). The Trustee will also deposit or cause to be deposited
in a Distribution Account the following amounts:
(i) any amounts paid under any instrument or drawn from any fund
that constitutes Credit Support for the related Series of Certificates as
described under "Description of Credit Support";
(ii) any amounts paid under any Cash Flow Agreement, as described
under "Description of the Trust Funds -- Cash Flow Agreements";
(iii) all proceeds of any Trust Asset or, with respect to a Whole
Loan, property acquired in respect thereof purchased by the Depositor, any
Asset Seller or any other specified person, and all proceeds of any
Mortgage Asset purchased as described under "Description of the
Certificates -- Termination" (also, Liquidation Proceeds); and
(iv) any other amounts required to be deposited in the Distribution
Account as provided in the related Agreement and described in the related
Prospectus Supplement.
The Trustee may, from time to time, to the extent provided in the related
Agreements and described in the related Prospectus Supplement, make a withdrawal
from a Distribution Account to make distributions to the Certificateholders on
each Distribution Date.
Other Collection Accounts
Notwithstanding the foregoing, if so specified in the related Prospectus
Supplement, the Agreement for any Series of Certificates may provide for the
establishment and maintenance of a separate collection account into which the
Master Servicer or any related Primary Servicer or Special Servicer will deposit
on a daily basis the amounts described under "-- Accounts -- Deposits" above for
one or more Series of Certificates. Any amounts on deposit in any such
collection account will be withdrawn therefrom and deposited into the
appropriate Distribution Account by a time specified in the related Prospectus
Supplement. To the extent specified in the related Prospectus Supplement, any
amounts which could be withdrawn from the Distribution Account as described
under "-- Accounts -- Withdrawals" above, may also be withdrawn from any such
collection account. The Prospectus Supplement will set forth any restrictions
with respect to any such collection account, including investment restrictions
and any restrictions with respect to financial institutions with which any such
collection account may be maintained.
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COLLECTION AND OTHER SERVICING PROCEDURES
Primary Servicer
The Primary Servicer is required under each Servicing Agreement to make
reasonable efforts to collect all scheduled payments under the Mortgage Loans
and will follow or cause to be followed such collection procedures as it would
follow with respect to mortgage loans that are comparable to the Mortgage Loans
and held for its own account, provided such procedures are consistent with (i)
the terms of the related Servicing Agreement, (ii) applicable law and (iii) the
general servicing standard specified in the related Prospectus Supplement or, if
no such standard is so specified, its normal servicing practices (in either
case, the "SERVICING STANDARD").
Each Primary Servicer will also be required to perform other customary
functions of a servicer of comparable loans, including maintaining (or causing
the Mortgagor or Lessee on each Mortgage or Lease to maintain) hazard, business
interruption and general liability insurance policies (and, if applicable,
rental interruption policies) as described herein and in any related Prospectus
Supplement, and filing and settling claims thereunder; maintaining escrow or
impoundment accounts of Mortgagors for payment of taxes, insurance and other
items required to be paid by any Mortgagor pursuant to the Mortgage Loan;
processing assumptions or substitutions in those cases where the Primary
Servicer has determined not to enforce any applicable due-on-sale clause;
attempting to cure delinquencies; supervising foreclosures; inspecting and
managing Mortgaged Properties under certain circumstances; and maintaining
accounting records relating to the Mortgage Loans.
Master Servicer
The Master Servicer shall monitor the actions of the Primary Servicer and
the Special Servicer to confirm compliance with the Agreements.
To the extent specified in the related Prospectus Supplement, a Master
Servicer, as servicer of the Mortgage Loans, on behalf of itself, the Trustee
and the Certificateholders, will present claims to the obligor under each
instrument of Credit Support, and will take such reasonable steps as are
necessary to receive payment or to permit recovery thereunder with respect to
defaulted Mortgage Loans. See "Description of Credit Support."
If a Master Servicer or its designee recovers payments under any instrument
of Credit Support with respect to any defaulted Mortgage Loan, the Master
Servicer will be entitled to withdraw or cause to be withdrawn from the
Distribution Account out of such proceeds, prior to distribution thereof to
Certificateholders, amounts representing its normal servicing compensation on
such Mortgage Loan, unreimbursed servicing expenses incurred with respect to the
Mortgage Loan and any unreimbursed advances of delinquent payments made with
respect to the Mortgage Loan. See "-- Hazard Insurance Policies" and
"Description of Credit Support."
Special Servicer
A Mortgagor's failure to make required payments may reflect inadequate
income or the diversion of that income from the service of payments due under
the Mortgage Loan, and may call into question such Mortgagor's ability to make
timely payment of taxes and to pay for necessary maintenance of the related
Mortgaged Property. To the extent provided in the related Prospectus Supplement,
upon the occurrence of any of the following events (each a "SERVICING TRANSFER
EVENT") with respect to a Mortgage Loan, servicing for such Mortgage Loan
(thereafter, a "SPECIALLY SERVICED MORTGAGE LOAN") will be transferred from the
Primary Servicer to the Special Servicer:
(a) such Mortgage Loan becomes a defaulted Mortgage Loan,
(b) the occurrence of certain events indicating the possible
insolvency of the Mortgagor,
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(c) the receipt by the Primary Servicer of a notice of foreclosure of
any other lien on the related Mortgaged Property,
(d) the Master Servicer or the Primary Servicer determines that a
payment default is imminent,
(e) with respect to a Balloon Mortgage Loan, no assurances have been
given as to the ability of the Mortgagor to make the final payment thereon,
or
(f) the occurrence of certain other events constituting defaults under
the terms of such Mortgage Loan.
The Special Servicer is required to monitor any Mortgage Loan which is in
default, contact the Mortgagor concerning the default, evaluate whether the
causes of the default can be cured over a reasonable period without significant
impairment of the value of the Mortgaged Property, initiate corrective action in
cooperation with the Mortgagor if cure is likely, inspect the Mortgaged Property
and take such other actions as are consistent with the Servicing Standard. A
significant period of time may elapse before the Special Servicer is able to
assess the success of such corrective action or the need for additional
initiatives.
The time within which the Special Servicer makes the initial determination
of appropriate action evaluates the success of corrective action, develops
additional initiatives, institutes foreclosure proceedings and actually
forecloses (or takes a deed to a Mortgaged Property in lieu of foreclosure) on
behalf of the Certificateholders, may vary considerably depending on the
particular Mortgage Loan, the Mortgaged Property, the Mortgagor, the presence of
an acceptable party to assume the Mortgage Loan and the laws of the jurisdiction
in which the Mortgaged Property is located. Under federal bankruptcy law, the
Special Servicer in certain cases may not be permitted to accelerate a Mortgage
Loan or to foreclose on a Mortgaged Property for a considerable period of time.
See "Certain Legal Aspects of the Mortgage Loans and the Leases."
Any Agreement relating to a Trust Fund that includes Mortgage Loans may
grant to the Master Servicer and/or the holder or holders of certain classes of
Certificates a right of first refusal to purchase from the Trust Fund at a
predetermined purchase price any such Mortgage Loan as to which a specified
number of scheduled payments thereunder are delinquent. Any such right granted
to the holder of an Offered Certificate will be described in the related
Prospectus Supplement. The related Prospectus Supplement will also describe any
such right granted to any person if the predetermined purchase price is less
than the Purchase Price described under "-- Representations and Warranties;
Repurchases."
The Special Servicer may agree to modify, waive or amend any term of any
Specially Serviced Mortgage Loan in a manner consistent with the Servicing
Standard so long as the modification, waiver or amendment will not (i) affect
the amount or timing of any scheduled payments of principal or interest on the
Mortgage Loan or (ii) in its judgment, materially impair the security for the
Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon.
The Special Servicer also may agree to any modification, waiver or amendment
that would so affect or impair the payments on, or the security for, a Mortgage
Loan if, unless otherwise provided in the related Prospectus Supplement, (i) in
its judgment, a material default on the Mortgage Loan has occurred or a payment
default is imminent and (ii) in its judgment, such modification, waiver or
amendment is reasonably likely to produce a greater recovery with respect to the
Mortgage Loan on a present value basis than would liquidation. The Special
Servicer is required to notify the Trustee in the event of any modification,
waiver or amendment of any Mortgage Loan.
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The Special Servicer, on behalf of the Trustee, may at any time institute
foreclosure proceedings, exercise any power of sale contained in any mortgage,
obtain a deed in lieu of foreclosure, or otherwise acquire title to a Mortgaged
Property securing a Mortgage Loan by operation of law or otherwise, if such
action is consistent with the Servicing Standard and a default on such Mortgage
Loan has occurred or, in the Special Servicer's judgment, is imminent. Unless
otherwise specified in the related Prospectus Supplement, the Special Servicer
may not acquire title to any related Mortgaged Property or take any other action
that would cause the Trustee, for the benefit of Certificateholders, or any
other specified person to be considered to hold title to, to be a
"mortgagee-in-possession" of, or to be an "owner" or an "operator" of such
Mortgaged Property within the meaning of certain federal environmental laws,
unless the Special Servicer has previously determined, based on a report
prepared by a person who regularly conducts environmental audits (which report
will be an expense of the Trust Fund), that:
(i) the Mortgaged Property is in compliance with applicable
environmental laws; or if not, that taking such actions as are necessary to
bring the Mortgaged Property in compliance therewith is reasonably likely
to produce a greater recovery on a present value basis, after taking into
account any risks associated therewith, than not taking such actions; and
(ii) and there are no circumstances present at the Mortgaged Property
relating to the use, management or disposal of any hazardous substances,
hazardous materials, wastes, or petroleum-based materials for which
investigation, testing, monitoring, containment, clean-up or remediation
could be required under any federal, state or local law or regulation or
that, if any such materials are present, taking such action with respect to
the affected Mortgaged Property is reasonably likely to produce a greater
recovery on a present value basis, after taking into account any risks
associated therewith, than not taking such actions.
To the extent provided in the related Prospectus Supplement, if title to
any Mortgaged Property is acquired by a Trust Fund as to which a REMIC election
has been made, the Special Servicer, on behalf of the Trust Fund, will be
required to sell the Mortgaged Property within two years of acquisition, unless
(i) the Internal Revenue Service grants an extension of time to sell such
property or (ii) the Trustee receives an opinion of independent counsel to the
effect that the holding of the property by the Trust Fund subsequent to two
years after its acquisition will not result in the imposition of a tax on the
Trust Fund or cause the Trust Fund to fail to qualify as a REMIC under the Code
at any time that any Certificate is outstanding. Subject to the foregoing, the
Special Servicer will be required to (i) solicit bids for any Mortgaged Property
so acquired in such a manner as will be reasonably likely to realize a fair
price for such property and (ii) accept the first (and, if multiple bids are
contemporaneously received, the highest) cash bid received from any person that
constitutes a fair price.
If the Trust Fund acquires title to any Mortgaged Property, the Special
Servicer, on behalf of the Trust Fund, may retain an independent contractor to
manage and operate such property. The retention of an independent contractor,
however, will not relieve the Special Servicer of any of its obligations with
respect to the management and operation of such Mortgaged Property. To the
extent specified in the related Prospectus Supplement, any such property
acquired by the Trust Fund will be managed in a manner consistent with the
management and operation of similar property by a prudent lending institution.
The limitations imposed by the related Agreement and the REMIC provisions
of the Code (if a REMIC election has been made with respect to the related Trust
Fund) on the operations and ownership of any Mortgaged Property acquired on
behalf of the Trust Fund may result in the recovery of an amount less than the
amount that would otherwise be recovered. See "Certain Legal Aspects of the
Mortgage Loans and the Leases -- Foreclosure."
If recovery on a defaulted Mortgage Loan under any related instrument of
Credit Support is not available, the Special Servicer nevertheless will be
obligated to follow or cause to be followed such
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normal practices and procedures as it deems necessary or advisable to realize
upon the defaulted Mortgage Loan. If the proceeds of any liquidation of the
property securing the defaulted Mortgage Loan are less than the outstanding
principal balance of the defaulted Mortgage Loan plus interest accrued thereon
at the Mortgage Interest Rate plus the aggregate amount of expenses incurred by
the Special Servicer in connection with such proceedings and which are
reimbursable under the Agreement, the Trust Fund will realize a loss in the
amount of such difference. The Special Servicer will be entitled to withdraw or
cause to be withdrawn from a related Account out of the Liquidation Proceeds
recovered on any defaulted Mortgage Loan, prior to the distribution of such
Liquidation Proceeds to Certificateholders, amounts representing its normal
servicing compensation on the Mortgage Loan, unreimbursed servicing expenses
incurred with respect to the Mortgage Loan and any unreimbursed advances of
delinquent payments made with respect to the Mortgage Loan.
If any property securing a defaulted Mortgage Loan is damaged and proceeds,
if any, from the related hazard insurance policy are insufficient to restore the
damaged property to a condition sufficient to permit recovery under the related
instrument of Credit Support, if any, the Special Servicer is not required to
expend its own funds to restore the damaged property unless it determines (i)
that such restoration will increase the proceeds to Certificateholders on
liquidation of the Mortgage Loan after reimbursement of the Master Servicer for
its expenses and (ii) that such expenses will be recoverable by it from related
Insurance Proceeds or Liquidation Proceeds.
HAZARD INSURANCE POLICIES
To the extent specified in the related Prospectus Supplement, each
Agreement for a Trust Fund that includes Whole Loans will require the Primary
Servicer to cause the Mortgagor on each Whole Loan to maintain a hazard
insurance policy providing for such coverage as is required under the related
Mortgage. To the extent specified in the related Prospectus Supplement, such
coverage will be in general in an amount equal to the amount necessary to fully
compensate for any damage or loss to the improvements on the Mortgaged Property
on a replacement cost basis, but not less than the amount necessary to avoid the
application of any co-insurance clause contained in the hazard insurance policy.
The ability of the Primary Servicer to assure that hazard insurance proceeds are
appropriately applied may be dependent upon its being named as an additional
insured under any hazard insurance policy and under any other insurance policy
referred to below, or upon the extent to which information in this regard is
furnished by Mortgagors. All amounts collected by the Primary Servicer under any
such policy (except for amounts to be applied to the restoration or repair of
the Mortgaged Property or released to the Mortgagor in accordance with the
Primary Servicer's normal servicing procedures, subject to the terms and
conditions of the related Mortgage and Mortgage Note) will be deposited in a
related Account.
In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements of the property by fire,
lightning, explosion, smoke, windstorm and hail, and riot, strike and civil
commotion, subject to the conditions and exclusions specified in each policy.
Although the policies relating to the Whole Loans will be underwritten by
different insurers under different state laws in accordance with different
applicable state forms, and therefore will not contain identical terms and
conditions, the basic terms thereof are dictated by respective state laws, and
most such policies typically do not cover any physical damage resulting from
war, revolution, governmental actions, floods and other water-related causes,
earth movement (including earthquakes, landslides and mudflows), wet or dry rot,
vermin, domestic animals and certain other kinds of uninsured risks.
The hazard insurance policies covering the Mortgaged Properties securing
the Whole Loans will typically contain a co-insurance clause that in effect
requires the insured at all times to carry insurance of a specified percentage
(generally 80% to 90%) of the full replacement value of the improvements on the
property in order to recover the full amount of any partial loss. If the
insured's coverage falls below this specified percentage, such clause generally
provides that the insurer's liability in the event of partial loss does not
exceed the lesser of (i) the replacement cost of the
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improvements less physical depreciation and (ii) such proportion of the loss as
the amount of insurance carried bears to the specified percentage of the full
replacement cost of such improvements.
The Agreements for a Trust Fund that includes Whole Loans will require the
Primary Servicer to cause the Mortgagor on each Whole Loan, or, in certain
cases, the related Lessee, to maintain all such other insurance coverage with
respect to the related Mortgaged Property as is consistent with the terms of the
related Mortgage, which insurance may typically include flood insurance (if the
related Mortgaged Property was located at the time of origination in a federally
designated flood area).
In addition, to the extent required by the related Mortgage, the Primary
Servicer may require the Mortgagor or related Lessee to maintain other forms of
insurance including, but not limited to, loss of rent endorsements, business
interruption insurance and comprehensive public liability insurance. Any cost
incurred by the Master Servicer in maintaining any such insurance policy will be
added to the amount owing under the Mortgage Loan where the terms of the
Mortgage Loan so permit; provided, however, that the addition of such cost will
not be taken into account for purposes of calculating the distribution to be
made to Certificateholders. Such costs may be recovered by a Servicer from a
related Account, with interest thereon, as provided by the Agreements.
RENTAL INTERRUPTION INSURANCE POLICY
If so specified in the related Prospectus Supplement, the Primary Servicer
or the Mortgagors will maintain rental interruption insurance policies in full
force and effect with respect to some or all of the Leases. Although the terms
of such policies vary to some degree, a rental interruption insurance policy
typically provides that, to the extent that a Lessee fails to make timely rental
payments under the related Lease due to a casualty event, such losses will be
reimbursed to the insured. If so specified in the related Prospectus Supplement,
the Primary Servicer will be required to pay from its servicing compensation the
premiums on the rental interruption policy on a timely basis. If so specified in
the Prospectus Supplement, if such rental interruption policy is canceled or
terminated for any reason (other than the exhaustion of total policy coverage),
the Primary Servicer will exercise its best reasonable efforts to obtain from
another insurer a replacement policy comparable to the rental interruption
policy with a total coverage that is equal to the then existing coverage of the
terminated rental interruption policy; provided that if the cost of any such
replacement policy is greater than the cost of the terminated rental
interruption policy, the amount of coverage under the replacement policy will,
to the extent specified in the related Prospectus Supplement, be reduced to a
level such that the applicable premium does not exceed, by a percentage that may
be set forth in the related Prospectus Supplement, the cost of the rental
interruption policy that was replaced. Any amounts collected by the Primary
Servicer under the rental interruption policy in the nature of insurance
proceeds will be deposited in a related Account.
FIDELITY BONDS AND ERRORS AND OMISSIONS INSURANCE
To the extent specified in the related Prospectus Supplement, the
Agreements will require that the Servicers obtain and maintain in effect a
fidelity bond or similar form of insurance coverage (which may provide blanket
coverage) or any combination thereof insuring against loss occasioned by fraud,
theft or other intentional misconduct of the officers, employees and agents of
such Servicer. The related Agreements will allow a Servicer to self-insure
against loss occasioned by the errors and omissions of the officers, employees
and agents of the Master Servicer or the Special Servicer so long as certain
criteria set forth in the Agreements are met.
DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS
Certain of the Whole Loans may contain clauses requiring the consent of the
mortgagee to any sale or other transfer of the related Mortgaged Property, or
due-on-sale clauses entitling the
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mortgagee to accelerate payment of the Whole Loan upon any sale or other
transfer of the related Mortgaged Property. Certain of the Whole Loans may
contain clauses requiring the consent of the mortgagee to the creation of any
other lien or encumbrance on the Mortgaged Property or due-on-encumbrance
clauses entitling the mortgagee to accelerate payment of the Whole Loan upon the
creation of any other lien or encumbrance upon the Mortgaged Property. To the
extent provided in the related Prospectus Supplement, the Primary Servicer, on
behalf of the Trust Fund, will exercise any right the Trustee may have as
mortgagee to accelerate payment of any such Whole Loan or to withhold its
consent to any transfer or further encumbrance. To the extent specified in the
related Prospectus Supplement, any fee collected by or on behalf of the Primary
Servicer for entering into an assumption agreement will be retained by or on
behalf of the Primary Servicer as additional servicing compensation. See
"Certain Legal Aspects of the Mortgage Loans and the Leases -- Due-on-Sale and
Due-on-Encumbrance."
RETAINED INTEREST; SERVICING COMPENSATION AND PAYMENT OF EXPENSES
The Prospectus Supplement for a Series of Certificates will specify whether
there will be any Retained Interest in the Mortgage Assets, and, if so, the
initial owner thereof. If so, the Retained Interest will be established on a
loan-by-loan basis and will be specified on an exhibit to the related Agreement.
A "RETAINED INTEREST" in a Mortgage Asset represents a specified portion of the
interest payable thereon. The Retained Interest will be deducted from Mortgagor
payments as received and will not be part of the related Trust Fund.
To the extent specified in the related Prospectus Supplement, each
Servicer's primary servicing compensation with respect to a Series of
Certificates will come from the periodic payment to it of a portion of the
interest payment on each Mortgage Asset. Since any Retained Interest and a
Servicer's primary compensation are percentages of the principal balance of each
Mortgage Asset, such amounts will decrease in accordance with the amortization
of the Mortgage Assets. The Prospectus Supplement with respect to a Series of
Certificates evidencing interests in a Trust Fund that includes Whole Loans may
provide that, as additional compensation, a Servicer may retain all or a portion
of assumption fees, modification fees, late payment charges or Prepayment
Premiums collected from Mortgagors and any interest or other income which may be
earned on funds held in a related Account.
The Master Servicer may, to the extent provided in the related Prospectus
Supplement, pay from its servicing compensation certain expenses incurred in
connection with its servicing and managing of the Mortgage Assets, including,
without limitation, payment of the fees and disbursements of the Trustee and
independent accountants, payment of expenses incurred in connection with
distributions and reports to Certificateholders, and payment of any other
expenses described in the related Prospectus Supplement. Certain other expenses,
including certain expenses relating to defaults and liquidations on the Whole
Loans and, to the extent so provided in the related Prospectus Supplement,
interest thereon at the rate specified therein, and the fees of any Special
Servicer, may be borne by the Trust Fund.
EVIDENCE AS TO COMPLIANCE
Each Servicing Agreement will provide that on or before a specified date in
each year, beginning on a date specified therein, a firm of independent public
accountants will furnish a statement to the Trustee to the effect that, on the
basis of the examination by such firm conducted substantially in compliance with
either the Uniform Single Attestation Program for Mortgage Bankers, the
servicing by or on behalf of each Servicer was conducted in compliance with the
terms of such agreements except for any exceptions the Uniform Single
Attestation Program for Mortgage Bankers requires it to report.
Each Servicing Agreement will also provide for delivery to the Trustee, on
or before a specified date in each year, of an annual statement signed by an
officer of each Servicer to the effect that such
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Servicer has fulfilled its obligations under the Agreement throughout the
preceding calendar year or other specified twelve-month period.
To the extent provided in the related Prospectus Supplement, copies of such
annual accountants' statement and such statements of officers will be obtainable
by Certificateholders and Beneficial Owners without charge upon written request
to the Master Servicer at the address set forth in the related Prospectus
Supplement; provided that such Beneficial Owner shall have certified to the
Master Servicer that it is the Beneficial Owner of a Certificate.
CERTAIN MATTERS REGARDING EACH SERVICER AND THE DEPOSITOR
The Master Servicer, the Primary Servicer and the Special Servicer, or a
servicer for substantially all the Whole Loans under each Agreement will be
named in the related Prospectus Supplement. Each entity serving as Servicer (or
as such servicer) may be an affiliate of the Depositor and may have other normal
business relationships with the Depositor or the Depositor's affiliates.
Reference herein to a Servicer shall be deemed to be to the servicer of
substantially all of the Whole Loans, if applicable.
To the extent specified in the related Prospectus Supplement, the related
Agreement will provide that any Servicer may resign from its obligations and
duties thereunder only with the consent of the Trustee, which may not be
unreasonably withheld or upon a determination that its duties under the
Agreement are no longer permissible under applicable law. No such resignation
will become effective until a successor servicer has assumed such Servicer's
obligations and duties under the related Servicing Agreement. If a Primary
Servicer resigns, the Master Servicer shall assume the obligations thereof.
To the extent specified in the related Prospectus Supplement, each
Servicing Agreement will further provide that none of the Servicers, or any
officer, employee, or agent thereof will be under any liability to the related
Trust Fund or Certificateholders for any action taken, or for refraining from
the taking of any action in accordance with the Servicing standards set forth in
the Servicing Agreement, in good faith pursuant to the related Servicing
Agreement; provided, however, that no Servicer nor any such person will be
protected against any breach of a representation or warranty made in such
Agreement, or against any liability specifically imposed thereby, or against any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or negligence in the performance of duties thereunder or by reason of
reckless disregard of obligations and duties thereunder. To the extent specified
in the related Prospectus Supplement, the Depositor shall be liable only to the
extent of its obligations specifically imposed upon and undertaken by the
Depositor. To the extent specified in the related Prospectus Supplement, each
Servicing Agreement will further provide that each Servicer will be entitled to
indemnification by the related Trust Fund against any loss, liability or expense
incurred in connection with any legal action relating to the related Servicing
Agreement or the Mortgage Loans; provided, however, that such indemnification
will not extend to any loss, liability or expense incurred by reason of
misfeasance, bad faith or negligence in the performance of obligations or duties
thereunder, or by reason of reckless disregard of such obligations or duties. In
addition, each Servicing Agreement will provide that no Servicer will be under
any obligation to appear in, prosecute or defend any legal action which is not
incidental to its responsibilities under the Servicing Agreement and which in
its opinion may involve it in any expense or liability. Any Servicer may,
however, with the consent of the Trustee undertake any such action which it may
deem necessary or desirable with respect to the Agreement and the rights and
duties of the parties thereto and the interests of the Certificateholders
thereunder. In such event, the legal expenses and costs of such action and any
liability resulting therefrom will be expenses, costs and liabilities of the
Certificateholders, and the Servicer will be entitled to be reimbursed therefor.
Any person into which a Servicer or the Depositor may be merged or
consolidated, or any person resulting from any merger or consolidation to which
a Servicer or the Depositor is a party, or
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any person succeeding to the business of a Servicer or the Depositor will be the
successor of such Servicer or the Depositor, as applicable, under the related
Agreements.
EVENTS OF DEFAULT
To the extent provided in the related Prospectus Supplement for a Trust
Fund that includes Whole Loans, "EVENTS OF DEFAULT" with respect to a Servicer
under the related Agreements will include (i) any failure by such Servicer to
distribute or cause to be distributed to the Trustee, another Servicer or the
Certificateholders, any required payment within one Business Day of the date
due; (ii) any failure by such Servicer to timely deliver a report that continues
unremedied for two days after receipt of notice of such failure has been given
to such Servicer by the Trustee or another Servicer; (iii) any failure by such
Servicer duly to observe or perform in any material respect any of its other
covenants or obligations under the Agreement which continues unremedied for
thirty days after written notice of such failure has been given to such
Servicer; (iv) any breach of a representation or warranty made by such Servicer
under the Agreement which materially and adversely affects the interests of
Certificateholders and which continues unremedied for thirty days after written
notice of such breach has been given to such Servicer; (v) certain events of
insolvency, readjustment of debt, marshalling of assets and liabilities or
similar proceedings and certain actions by or on behalf of such Servicer
indicating its insolvency or inability to pay its obligations; and (vi) any
failure by such Servicer to maintain a required license to do business or
service the Mortgage Loans pursuant to the related Agreements. Material
variations to the foregoing Events of Default (other than to shorten cure
periods or eliminate notice requirements) will be specified in the related
Prospectus Supplement. To the extent specified in the related Prospectus
Supplement, the Trustee shall, not later than the later of 60 days after the
occurrence of any event which constitutes or, with notice or lapse of time or
both, would constitute an Event of Default and five days after certain officers
of the Trustee become aware of the occurrence of such an event, transmit by mail
to the Depositor and all Certificateholders of the applicable Series notice of
such occurrence, unless such default shall have been cured or waived.
RIGHTS UPON EVENT OF DEFAULT
So long as an Event of Default under an Agreement remains unremedied, the
Depositor or the Trustee may, and at the direction of holders of Certificates
evidencing not less than 25% of the Voting Rights, the Trustee shall, terminate
all of the rights and obligations of the related Servicer under the Agreement
and in and to the Mortgage Loans (other than as a Certificateholder or as the
owner of any Retained Interest), whereupon the Master Servicer (or if such
Servicer is the Master Servicer, the Trustee) will succeed to all of the
responsibilities, duties and liabilities of such Servicer under the Agreements
(except that if the Trustee is prohibited by law from obligating itself to make
advances regarding delinquent mortgage loans, or if the related Prospectus
Supplement so specifies, then the Trustee will not be obligated to make such
advances) and will be entitled to similar compensation arrangements. To the
extent specified in the related Prospectus Supplement, in the event that the
Trustee is unwilling or unable so to act, it may or, at the written request of
the holders of Certificates entitled to at least 25% of the Voting Rights, it
shall appoint, or petition a court of competent jurisdiction for the appointment
of, a loan servicing institution acceptable to the Rating Agency with a net
worth at the time of such appointment of at least $15,000,000 to act as
successor to the Master Servicer under the Agreement. Pending such appointment,
the Trustee is obligated to act in such capacity. The Trustee and any such
successor may agree upon the servicing compensation to be paid, which in no
event may be greater than the compensation payable to the Master Servicer under
the Agreement.
To the extent described in the related Prospectus Supplement, the holders
of Certificates representing at least 66 2/3% of the Voting Rights allocated to
the respective classes of Certificates affected by any Event of Default will be
entitled to waive such Event of Default; provided, however, that an Event of
Default involving a failure to distribute a required payment to
Certificateholders
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described in clause (i) under "-- Events of Default" may be waived only by all
of the Certificateholders. Upon any such waiver of an Event of Default, such
Event of Default shall cease to exist and shall be deemed to have been remedied
for every purpose under the Agreement.
No Certificateholder will have the right under any Agreement to institute
any proceeding with respect thereto unless such holder previously has given to
the Trustee written notice of default and unless the holders of Certificates
evidencing not less than 25% of the Voting Rights have made written request upon
the Trustee to institute such proceeding in its own name as Trustee thereunder
and have offered to the Trustee reasonable indemnity, and the Trustee for sixty
days has neglected or refused to institute any such proceeding. The Trustee,
however, is under no obligation to exercise any of the trusts or powers vested
in it by any Agreement or to make any investigation of matters arising
thereunder or to institute, conduct or defend any litigation thereunder or in
relation thereto at the request, order or direction of any of the holders of
Certificates covered by such Agreement, unless such Certificateholders have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby.
As described under "Description of the Certificates -- Book-Entry
Registration and Definitive Certificates," unless and until Definitive
Certificates are issued, Beneficial Owners may only exercise their rights as
owners of Certificates indirectly through DTC, or their respective Participants
and Indirect Participants.
AMENDMENT
Each Agreement may be amended by the parties thereto, without the consent
of any of the holders of Certificates covered by the Agreement, (i) to cure any
ambiguity, (ii) to correct, modify or supplement any provision therein which may
be inconsistent with any other provision therein, (iii) to make any other
provisions with respect to matters or questions arising under the Agreement
which are not inconsistent with the provisions thereof, or (iv) to comply with
any requirements imposed by the Code; provided that such amendment (other than
an amendment for the purpose specified in clause (iv) above) will not (as
evidenced by an opinion of counsel to such effect) adversely affect in any
material respect the interests of any holder of Certificates covered by the
Agreement. To the extent specified in the related Prospectus Supplement, each
Agreement may also be amended by the Depositor, the Master Servicer, if any, and
the Trustee, with the consent of the holders of Certificates affected thereby
evidencing not less than 51% of the Voting Rights, for any purpose; provided,
however, that to the extent specified in the related Prospectus Supplement, no
such amendment may (i) reduce in any manner the amount of or delay the timing
of, payments received or advanced on Mortgage Loans which are required to be
distributed on any Certificate without the consent of the holder of such
Certificate, (ii) adversely affect in any material respect the interests of the
holders of any class of Certificates in a manner other than as described in (i),
without the consent of the holders of all Certificates of such class or (iii)
modify the provisions of such Agreement described in this paragraph without the
consent of the holders of all Certificates covered by such Agreement then
outstanding. However, with respect to any Series of Certificates as to which a
REMIC election is to be made, the Trustee will not consent to any amendment of
the Agreement unless it shall first have received an opinion of counsel to the
effect that such amendment will not result in the imposition of a tax on the
related Trust Fund or cause the related Trust Fund to fail to qualify as a REMIC
at any time that the related Certificates are outstanding.
THE TRUSTEE
The Trustee under each Agreement will be named in the related Prospectus
Supplement. The commercial bank, national banking association, banking
corporation or trust company serving as Trustee may have a banking relationship
with the Depositor and its affiliates and with any Master Servicer and its
affiliates.
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DUTIES OF THE TRUSTEE
The Trustee will make no representations as to the validity or sufficiency
of any Agreement, the Certificates or any Trust Asset or related document and is
not accountable for the use or application by or on behalf of any Servicer of
any funds paid to such Servicer or its designee in respect of the Certificates
or the Trust Assets, or deposited into or withdrawn from any Account or any
other account by or on behalf of any Servicer. If no Event of Default has
occurred and is continuing, the Trustee is required to perform only those duties
specifically required under the related Agreements. However, upon receipt of the
various certificates, reports or other instruments required to be furnished to
it, the Trustee is required to examine such documents and to determine whether
they conform to the requirements of the Agreements.
CERTAIN MATTERS REGARDING THE TRUSTEE
To the extent specified in the related Prospectus Supplement, the Trustee
and any director, officer, employee or agent of the Trustee shall be entitled to
indemnification out of the Distribution Account for any loss, liability or
expense (including costs and expenses of litigation, and of investigation,
counsel fees, damages, judgments and amounts paid in settlement) incurred in
connection with the Trustee's (i) enforcing its rights and remedies and
protecting the interests, and enforcing the rights and remedies, of the
Certificateholders during the continuance of an Event of Default, (ii) defending
or prosecuting any legal action in respect of the related Agreement or Series of
Certificates, (iii) being the mortgagee of record with respect to the Mortgage
Loans in a Trust Fund and the owner of record with respect to any Mortgaged
Property acquired in respect thereof for the benefit of Certificateholders, or
(iv) acting or refraining from acting in good faith at the direction of the
holders of the related Series of Certificates entitled to not less than 25% (or
such higher percentage as is specified in the related Agreement with respect to
any particular matter) of the Voting Rights for such Series; provided, however,
that such indemnification will not extend to any loss, liability or expense that
constitutes a specific liability of the Trustee pursuant to the related
Agreement, or to any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence on the part of the Trustee in the
performance of its obligations and duties thereunder, or by reason of its
reckless disregard of such obligations or duties, or as may arise from a breach
of any representation, warranty or covenant of the Trustee made therein.
RESIGNATION AND REMOVAL OF THE TRUSTEE
The Trustee may at any time resign from its obligations and duties under an
Agreement by giving written notice thereof to the Depositor, the Master
Servicer, if any, and all Certificateholders. Upon receiving such notice of
resignation, the Depositor is required promptly to appoint a successor trustee
acceptable to the Master Servicer, if any. If no successor trustee shall have
been so appointed and have accepted appointment within 30 days after the giving
of such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee.
If at any time the Trustee shall cease to be eligible to continue as such
under the related Agreements, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Depositor
may remove the Trustee and appoint a successor trustee acceptable to the Master
Servicer, if any. Holders of the Certificates of any Series entitled to at least
51% of the Voting Rights for such Series may at any time remove the Trustee
without cause and appoint a successor trustee.
Any resignation or removal of the Trustee and appointment of a successor
trustee shall not become effective until acceptance of appointment by the
successor trustee.
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DESCRIPTION OF CREDIT SUPPORT
GENERAL
For any Series of Certificates, Credit Support may be provided with respect
to one or more classes thereof or the related Mortgage Assets. Credit Support
may be in the form of the subordination of one or more classes of Certificates,
letters of credit, insurance policies, guarantees, the establishment of one or
more reserve funds or another method of Credit Support described in the related
Prospectus Supplement, or any combination of the foregoing. If so provided in
the related Prospectus Supplement, any form of Credit Support may be structured
so as to be drawn upon by more than one Series to the extent described therein.
Unless otherwise provided in the related Prospectus Supplement for a Series
of Certificates, the Credit Support will not provide protection against all
risks of loss and will not guarantee repayment of the entire Certificate Balance
of the Certificates and interest thereon. If losses or shortfalls occur that
exceed the amount covered by Credit Support or that are not covered by Credit
Support, Certificateholders will bear their allocable share of deficiencies.
Moreover, if a form of Credit Support covers more than one Series of
Certificates (each, a "COVERED TRUST"), holders of Certificates evidencing
interests in any of such Covered Trusts will be subject to the risk that such
Credit Support will be exhausted by the claims of other Covered Trusts prior to
such Covered Trust receiving any of its intended share of such coverage.
If Credit Support is provided with respect to one or more classes of
Certificates of a Series, or the related Mortgage Assets, the related Prospectus
Supplement will include a description of (a) the nature and amount of coverage
under such Credit Support, (b) any conditions to payment thereunder not
otherwise described herein, (c) the conditions (if any) under which the amount
of coverage under such Credit Support may be reduced and under which such Credit
Support may be terminated or replaced and (d) the material provisions relating
to such Credit Support. Additionally, the related Prospectus Supplement will set
forth certain information with respect to the obligor under any instrument of
Credit Support, including (i) a brief description of its principal business
activities, (ii) its principal place of business, place of incorporation and the
jurisdiction under which it is chartered or licensed to do business, (iii) if
applicable, the identity of regulatory agencies that exercise primary
jurisdiction over the conduct of its business and (iv) its total assets, and its
stockholders' or policyholders' surplus, if applicable, as of the date specified
in the Prospectus Supplement. See "Risk Factors -- Credit Support Limitations."
SUBORDINATE CERTIFICATES
If so specified in the related Prospectus Supplement, one or more classes
of Certificates of a Series may be Subordinate Certificates. To the extent
specified in the related Prospectus Supplement, the rights of the holders of
Subordinate Certificates to receive distributions of principal and interest from
the Distribution Account on any Distribution Date will be subordinated to such
rights of the holders of Senior Certificates. If so provided in the related
Prospectus Supplement, the subordination of a class may apply only in the event
of (or may be limited to) certain types of losses or shortfalls. The related
Prospectus Supplement will set forth information concerning the amount of
subordination of a class or classes of Subordinate Certificates in a Series, the
circumstances in which such subordination will be applicable and the manner, if
any, in which the amount of subordination will be effected.
CROSS-SUPPORT PROVISIONS
If the Mortgage Assets for a Series are divided into separate groups, each
supporting a separate class or classes of Certificates of a Series, credit
support may be provided by cross-support provisions requiring that distributions
be made on Senior Certificates evidencing interests in one group of Mortgage
Assets prior to distributions on Subordinate Certificates evidencing interests
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in a different group of Mortgage Assets within the Trust Fund. The Prospectus
Supplement for a Series that includes a cross-support provision will describe
the manner and conditions for applying such provisions.
INSURANCE OR GUARANTEES WITH RESPECT TO THE WHOLE LOANS
If so provided in the Prospectus Supplement for a Series of Certificates,
the Whole Loans in the related Trust Fund will be covered for various default
risks by insurance policies or guarantees. A copy of any such material
instrument for a Series will be filed with the Commission as an exhibit to a
Current Report on Form 8-K to be filed within 15 days of issuance of the
Certificates of the related Series.
LETTER OF CREDIT
If so provided in the Prospectus Supplement for a Series of Certificates,
deficiencies in amounts otherwise payable on such Certificates or certain
classes thereof will be covered by one or more letters of credit, issued by a
bank or financial institution specified in such Prospectus Supplement (the "L/C
BANK"). Under a letter of credit, the L/C Bank will be obligated to honor draws
thereunder in an aggregate fixed dollar amount, net of unreimbursed payments
thereunder, generally equal to a percentage specified in the related Prospectus
Supplement of the aggregate principal balance of the Mortgage Assets on the
related Cut-off Date or of the initial aggregate Certificate Balance of one or
more classes of Certificates. If so specified in the related Prospectus
Supplement, the letter of credit may permit draws in the event of only certain
types of losses and shortfalls. The amount available under the letter of credit
will, in all cases, be reduced to the extent of the unreimbursed payments
thereunder and may otherwise be reduced as described in the related Prospectus
Supplement. The obligations of the L/C Bank under the letter of credit for each
Series of Certificates will expire at the earlier of the date specified in the
related Prospectus Supplement or the termination of the Trust Fund. A copy of
any such letter of credit for a Series will be filed with the Commission as an
exhibit to a Current Report on Form 8-K to be filed within 15 days of issuance
of the Certificates of the related Series.
INSURANCE POLICIES AND SURETY BONDS
If so provided in the Prospectus Supplement for a Series of Certificates,
deficiencies in amounts otherwise payable on such Certificates or certain
classes thereof will be covered by insurance policies and/or surety bonds
provided by one or more insurance companies or sureties. Such instruments may
cover, with respect to one or more classes of Certificates of the related
Series, timely distributions of interest and/or full distributions of principal
on the basis of a schedule of principal distributions set forth in or determined
in the manner specified in the related Prospectus Supplement. A copy of any such
instrument for a Series will be filed with the Commission as an exhibit to a
Current Report on Form 8-K to be filed with the Commission within 15 days of
issuance of the Certificates of the related Series.
RESERVE FUNDS
If so provided in the Prospectus Supplement for a Series of Certificates,
deficiencies in amounts otherwise payable on such Certificates or certain
classes thereof will be covered by one or more reserve funds in which cash, a
letter of credit, Permitted Investments, a demand note or a combination thereof
will be deposited, in the amounts so specified in such Prospectus Supplement.
The reserve funds for a Series may also be funded over time by depositing
therein a specified amount of the distributions received on the related Trust
Assets as specified in the related Prospectus Supplement.
Amounts on deposit in any reserve fund for a Series, together with the
reinvestment income thereon, if any, will be applied for the purposes, in the
manner, and to the extent specified in the
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related Prospectus Supplement. A reserve fund may be provided to increase the
likelihood of timely distributions of principal of and interest on the
Certificates. If so specified in the related Prospectus Supplement, reserve
funds may be established to provide limited protection against only certain
types of losses and shortfalls. Following each Distribution Date amounts in a
reserve fund in excess of any amount required to be maintained therein may be
released from the reserve fund under the conditions and to the extent specified
in the related Prospectus Supplement and will not be available for further
application to the Certificates.
Moneys deposited in any Reserve Funds will be invested in Permitted
Investments, except as otherwise specified in the related Prospectus Supplement.
To the extent specified in the related Prospectus Supplement, any reinvestment
income or other gain from such investments will be credited to the related
Reserve Fund for such Series, and any loss resulting from such investments will
be charged to such Reserve Fund. However, such income may be payable to any
related Master Servicer or another service provider as additional compensation.
The Reserve Fund, if any, for a Series will not be a part of the Trust Fund
unless otherwise specified in the related Prospectus Supplement.
Additional information concerning any Reserve Fund will be set forth in the
related Prospectus Supplement, including the initial balance of such Reserve
Fund, the balance required to be maintained in the Reserve Fund, the manner in
which such required balance will decrease over time, the manner of funding such
Reserve Fund, the purposes for which funds in the Reserve Fund may be applied to
make distributions to Certificateholders and use of investment earnings from the
Reserve Fund, if any.
CREDIT SUPPORT WITH RESPECT TO CMBS
If so provided in the Prospectus Supplement for a Series of Certificates,
the CMBS in the related Trust Fund and/or the Mortgage Loans underlying such
CMBS may be covered by one or more of the types of Credit Support described
herein. The related Prospectus Supplement will specify as to each such form of
Credit Support the information indicated above with respect thereto, to the
extent such information is material and available.
CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS AND THE LEASES
The following discussion contains general summaries of certain legal
aspects of loans secured by commercial and multifamily residential properties
that are general in nature. Because such legal aspects are governed by
applicable state law (which laws may differ substantially), the summaries do not
purport to be complete nor to reflect the laws of any particular state, nor to
encompass the laws of all states in which the security for the Mortgage Loans is
situated. The summaries are qualified in their entirety by reference to the
applicable federal and state laws governing the Mortgage Loans. See "Description
of the Trust Funds -- Assets."
GENERAL
All of the Mortgage Loans are loans evidenced by a note or bond and secured
by instruments granting a security interest in real property which may be
mortgages, deeds of trust, security deeds or deeds to secure debt, depending
upon the prevailing practice and law in the state in which the Mortgaged
Property is located. Mortgages, deeds of trust and deeds to secure debt are
herein collectively referred to as "mortgages." Any of the foregoing types of
mortgages will create a lien upon, or grant a title interest in, the subject
property, the priority of which will depend on the terms of the particular
security instrument, as well as separate, recorded, contractual arrangements
with others holding interests in the mortgaged property, the knowledge of the
parties to such instrument as well as the order of recordation of the instrument
in the appropriate public recording office. However, recording does not
generally establish priority over governmental claims for real estate taxes and
assessments and other charges imposed under governmental police powers.
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TYPES OF MORTGAGE INSTRUMENTS
A mortgage either creates a lien against or constitutes a conveyance of
real property between two parties -- a Mortgagor (the borrower and usually the
owner of the subject property) and a mortgagee (the lender). In contrast, a deed
of trust is a three-party instrument, among a trustor (the equivalent of a
Mortgagor), a trustee to whom the mortgaged property is conveyed, and a
beneficiary (the lender) for whose benefit the conveyance is made. As used in
this Prospectus, unless the context otherwise requires, "MORTGAGOR" includes the
trustor under a deed of trust and a grantor under a security deed or a deed to
secure debt. Under a deed of trust, the Mortgagor grants the property,
irrevocably until the debt is paid, in trust, generally with a power of sale as
security for the indebtedness evidenced by the related note. A deed to secure
debt typically has two parties. By executing a deed to secure debt, the grantor
conveys title to, as opposed to merely creating a lien upon, the subject
property to the grantee until such time as the underlying debt is repaid,
generally with a power of sale as security for the indebtedness evidenced by the
related mortgage note. In case the Mortgagor under a mortgage is a land trust,
there would be an additional party because legal title to the property is held
by a land trustee under a land trust agreement for the benefit of the Mortgagor.
At origination of a mortgage loan involving a land trust, the Mortgagor executes
a separate undertaking to make payments on the mortgage note. The mortgagee's
authority under a mortgage, the trustee's authority under a deed of trust and
the grantee's authority under a deed to secure debt are governed by the express
provisions of the mortgage, the law of the state in which the real property is
located, certain federal laws (including, without limitation, the Soldiers' and
Sailors' Civil Relief Act of 1940) and, in some cases, in deed of trust
transactions, the directions of the beneficiary.
INTEREST IN REAL PROPERTY
The real property covered by a mortgage, deed of trust, security deed or
deed to secure debt is most often the fee estate in land and improvements.
However, such an instrument may encumber other interests in real property such
as a tenant's interest in a lease of land or improvements, or both, and the
leasehold estate created by such lease. An instrument covering an interest in
real property other than the fee estate requires special provisions in the
instrument creating such interest or in the mortgage, deed of trust, security
deed or deed to secure debt, to protect the mortgagee against termination of
such interest before the mortgage, deed of trust, security deed or deed to
secure debt is paid. The Seller will make certain representations and warranties
in the Agreement with respect to the Mortgage Loans which are secured by an
interest in a leasehold estate. Such representation and warranties will be set
forth in the Prospectus Supplement if applicable.
LEASES AND RENTS
Mortgages that encumber income-producing property often contain an
assignment of rents and leases, pursuant to which the Mortgagor assigns its
right, title and interest as landlord under each lease and the income derived
therefrom to the lender, while the Mortgagor retains a revocable license to
collect the rents for so long as there is no default. Under such assignments,
the Mortgagor typically assigns its right, title and interest as lessor under
each lease and the income derived therefrom to the mortgagee, while retaining a
license to collect the rents for so long as there is no default under the
mortgage loan documentation. The manner of perfecting the mortgagee's interest
in rents may depend on whether the Mortgagor's assignment was absolute or one
granted as security for the loan. Failure to properly perfect the mortgagee's
interest in rents may result in the loss of substantial pool of funds, which
could otherwise serve as a source of repayment for such loan. If the Mortgagor
defaults, the license terminates and the lender is entitled to collect the
rents. Local law may require that the lender take possession of the property
and/or obtain a court-appointed receiver before becoming entitled to collect the
rents. In most states, hotel and motel room rates are considered accounts
receivable under the UCC; generally these rates are either
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assigned by the Mortgagor, which remains entitled to collect such rates absent a
default, or pledged by the Mortgagor, as security for the loan. In general, the
lender must file financing statements in order to perfect its security interest
in the rates and must file continuation statements, generally every five years,
to maintain perfection of such security interest. Even if the lender's security
interest in room rates is perfected under the UCC, the lender will generally be
required to commence a foreclosure or otherwise take possession of the property
in order to collect the room rates after a default.
Even after a foreclosure, the potential rent payments from the property may
be less than the periodic payments that had been due under the mortgage. For
instance, the net income that would otherwise be generated from the property may
be less than the amount that would have been needed to service the mortgage debt
if the leases on the property are at below-market rents, or as the result of
excessive maintenance, repair or other obligations which a lender succeeds to as
landlord.
Lenders that actually take possession of the property, however, may incur
potentially substantial risks attendant to being a mortgagee in possession. Such
risks include liability for environmental clean-up costs and other risks
inherent in property ownership. See "-- Environmental Legislation" below.
PERSONALTY
Certain types of Mortgaged Properties, such as hotels, motels and
industrial plants, are likely to derive a significant part of their value from
personal property which does not constitute "fixtures" under applicable state
real property law and, hence, would not be subject to the lien of a mortgage.
Such property is generally pledged or assigned as security to the lender under
the UCC. In order to perfect its security interest therein, the lender generally
must file UCC financing statements and, to maintain perfection of such security
interest, file continuation statements generally every five years.
COOPERATIVE LOANS
If specified in the Prospectus Supplement relating to a Series of Offered
Certificate, the Mortgage Loans may also consist of cooperative apartment loans
("COOPERATIVE LOANS") secured by security interests in shares issued by
cooperative housing corporation (a "COOPERATIVE") and in the related proprietary
leases or occupancy agreements granting exclusive rights to occupy specific
dwelling units in the cooperatives' buildings. The security agreement will
create a lien upon, or grant a title interest in, the property which it covers,
the priority of which will depend on the terms of the particular security
agreement as well as the order of recordation of the agreement in the
appropriate recording office. Such a lien or title interest is not prior to the
lien for real estate taxes and assessments and other charges imposed under
governmental police powers.
Each cooperative owns in fee or has a leasehold interest in all the real
property and owns in fee or leases the building and all separate dwelling units
therein. The cooperative is directly responsible for property management and, in
most cases, payment of real estate taxes, other governmental impositions and
hazard and liability insurance. If there is a blanket mortgage or mortgages on
the cooperative apartment building or underlying land, as is generally the case,
or an underlying lease of the land, as is the case in some instances, the
cooperative, as property Mortgagor, or lessee, as the case may be, is also
responsible for meeting these mortgage or rental obligations. A blanket mortgage
is ordinarily incurred by the cooperative in connection with either the
construction or purchase of the cooperative's apartment building or obtaining of
capital by the cooperative. The interest of the occupant under proprietary
leases or occupancy agreements as to which that cooperative is the landlord are
generally subordinate to the interest of the holder of a blanket mortgage and to
the interest of the holder of a land lease. If the cooperative is unable to meet
the payment obligations (i) arising under a blanket mortgage, the mortgagee
holding a blanket mortgage could foreclose on that mortgage and terminate all
subordinate proprietary leases and
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occupancy agreements or (ii) arising under its land lease, the holder of the
landlord's interest under the land lease could terminate it and all subordinate
proprietary leases and occupancy agreements. Also, a blanket mortgage on a
cooperative may provide financing in the form of a mortgage that does not fully
amortize, with a significant portion of principal being due in one final payment
at maturity. The inability of the cooperative to refinance a mortgage and its
consequent inability to make such final payment could lead to foreclosure by the
mortgagee. Similarly, a land lease has an expiration date and the inability of
the cooperative to extend its term or, in the alternative, to purchase the land
could lead to termination of the cooperative's interest in the property and
termination of all proprietary leases and occupancy agreement. In either event,
a foreclosure by the holder of a blanket mortgage or the termination of the
underlying lease could eliminate or significantly diminish the value of any
collateral held by whomever financed the purchase by an individual tenant
stockholder of cooperative shares or, in the case of the Mortgage Loans, the
collateral securing the Cooperative Loans.
The cooperative is owned by tenant-stockholders who, through ownership of
stock or shares in the corporation, receive proprietary lease or occupancy
agreements which confer exclusive rights to occupy specific units. Generally, a
tenant-stockholder of a cooperative must make a monthly payment to the
cooperative representing such tenant-stockholder's pro rata share of the
cooperative's payments for its blanket mortgage, real property taxes,
maintenance expenses and other capital or ordinary expenses. An ownership
interest in a cooperative and accompanying occupancy rights are financed through
a cooperative share loan evidenced by a promissory note and secured by an
assignment of and a security interest in the occupancy agreement or proprietary
lease and a security interest in the related cooperative shares. The lender
generally takes possession of the share certificate and a counterpart of the
proprietary lease or occupancy agreement and a financing statement covering the
proprietary lease or occupancy agreement and the cooperative shares is filed in
the appropriate state and local offices to perfect the lender's interest in its
collateral. Subject to the limitations discussed below, upon default of the
tenant-stockholder, the lender may sue for judgment on the promissory note,
dispose of the collateral at a public or private sale or otherwise proceed
against the collateral or tenant-stockholder as an individual as provided in the
security agreement covering the assignment of the proprietary lease or occupancy
agreement and the pledge of cooperative shares. See
"-- Foreclosure -- Cooperative Loans" below.
FORECLOSURE
General
Foreclosure is a legal procedure that allows the mortgagee to recover its
mortgage debt by enforcing its rights and available legal remedies under the
mortgage. If the Mortgagor defaults in payment or performance of its obligations
under the note or mortgage, the mortgagee has the right to institute foreclosure
proceedings to sell the mortgaged property at public auction to satisfy the
indebtedness.
Foreclosure procedures with respect to the enforcement of a mortgage vary
from state to state. Two primary methods of foreclosing a mortgage are judicial
foreclosure and non-judicial foreclosure pursuant to a power of sale granted in
the mortgage instrument. There are several other foreclosure procedures
available in some states that are either infrequently used or available only in
certain limited circumstances, such as strict foreclosure.
Judicial Foreclosure
A judicial foreclosure proceeding is conducted in a court having
jurisdiction over the mortgaged property. Generally, the action is initiated by
the service of legal pleadings upon all parties having a subordinate interest of
record in the real property and all parties in possession of the property, under
leases or otherwise, whose interests are subordinate to the mortgage. Delays in
completion of the foreclosure may occasionally result from difficulties in
locating defendants. When the lender's
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right to foreclose is contested, the legal proceedings can be time-consuming.
Upon successful completion of a judicial foreclosure proceeding, the court
generally issues a judgment of foreclosure and appoints a referee or other
officer to conduct a public sale of the mortgaged property, the proceeds of
which are used to satisfy the judgment. Such sales are made in accordance with
procedures that vary from state to state.
Equitable Limitations on Enforceability of Certain Provisions
United States courts have traditionally imposed general equitable
principles to limit the remedies available to a mortgagee in connection with
foreclosure. These equitable principles are generally designed to relieve the
Mortgagor from the legal effect of mortgage defaults, to the extent that such
effect is perceived as harsh or unfair. Relying on such principles, a court may
alter the specific terms of a loan to the extent it considers necessary to
prevent or remedy an injustice, undue oppression or overreaching, or may require
the lender to undertake affirmative and expensive actions to determine the cause
of the Mortgagor's default and the likelihood that the Mortgagor will be able to
reinstate the loan. In some cases, courts have substituted their judgment for
the lender's and have required that lenders reinstate loans or recast payment
schedules in order to accommodate Mortgagors who are suffering from a temporary
financial disability. In other cases, courts have limited the right of the
lender to foreclose if the default under the mortgage is not monetary, e.g., the
Mortgagor failed to maintain the mortgaged property adequately or the Mortgagor
executed a junior mortgage on the mortgaged property. The exercise by the court
of its equity powers will depend on the individual circumstances of each case
presented to it. Finally, some courts have been faced with the issue of whether
federal or state constitutional provisions reflecting due process concerns for
adequate notice require that a Mortgagor receive notice in addition to
statutorily-prescribed minimum notice. For the most part, these cases have
upheld the reasonableness of the notice provisions or have found that a public
sale under a mortgage providing for a power of sale does not involve sufficient
state action to afford constitutional protections to the Mortgagor.
A foreclosure action is subject to most of the delays and expenses of other
lawsuits if defenses are raised or counterclaims are interposed, and sometimes
require several years to complete. Moreover, as discussed below, a noncollusive,
regularly conducted foreclosure sale may be challenged as a fraudulent
conveyance, regardless of the parties' intent, if a court determines that the
sale was for less than fair consideration and such sale occurred while the
Mortgagor was insolvent (or the Mortgagor was rendered insolvent as a result of
such sale) and within one year (or within the state statute of limitations if
the trustee in bankruptcy elects to proceed under state fraudulent conveyance
law) of the filing of bankruptcy.
Non-Judicial Foreclosure/Power of Sale
Foreclosure of a deed of trust is generally accomplished by a non-judicial
trustee's sale pursuant to the power of sale granted in the deed of trust. A
power of sale is typically granted in a deed of trust. It may also be contained
in any other type of mortgage instrument. A power of sale allows a non-judicial
public sale to be conducted generally following a request from the
beneficiary/lender to the trustee to sell the property upon any default by the
Mortgagor under the terms of the mortgage note or the mortgage instrument and
after notice of sale is given in accordance with the terms of the mortgage
instrument, as well as applicable state law. In some states, prior to such sale,
the trustee under a deed of trust must record a notice of default and notice of
sale and send a copy to the Mortgagor and to any other party who has recorded a
request for a copy of a notice of default and notice of sale. In addition in
some states the trustee must provide notice to any other party having an
interest of record in the real property, including junior lienholders. A notice
of sale must be posted in a public place and, in most states, published for a
specified period of time in one or more newspapers. The Mortgagor or junior
lienholder may then have the right, during a reinstatement period required in
some states, to cure the default by paying the entire actual amount in arrears
(without acceleration) plus the expenses incurred in enforcing the obligation.
In other
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states, the Mortgagor or the junior lienholder is not provided a period to
reinstate the loan, but has only the right to pay off the entire debt to prevent
the foreclosure sale. Generally, the procedure for public sale, the parties
entitled to notice, the method of giving notice and the applicable time periods
are governed by state law and vary among the states. Foreclosure of a deed to
secure debt is also generally accomplished by a non-judicial sale similar to
that required by a deed of trust, except that the lender or its agent, rather
than a trustee, is typically empowered to perform the sale in accordance with
the terms of the deed to secure debt and applicable law.
Public Sale
A third party may be unwilling to purchase a mortgaged property at a public
sale because of the difficulty in determining the value of such property at the
time of sale, due to, among other things, redemption rights which may exist and
the possibility of physical deterioration of the property during the foreclosure
proceedings. For these reasons, it is common for the lender to purchase the
mortgaged property for an amount equal to or less than the underlying debt and
accrued and unpaid interest plus the expenses of foreclosure. Generally, state
law controls the amount of foreclosure costs and expenses which may be recovered
by a lender. Thereafter, subject to the Mortgagor's right in some states to
remain in possession during a redemption period, if applicable, the lender will
become the owner of the property and have both the benefits and burdens of
ownership of the mortgaged property. For example, the lender will have the
obligation to pay debt service on any senior mortgages, to pay taxes, obtain
casualty insurance and to make such repairs at its own expense as are necessary
to render the property suitable for sale. Frequently, the lender employs a third
party management company to manage and operate the property. The costs of
operating and maintaining a commercial or multifamily residential property may
be significant and may be greater than the income derived from that property.
The costs of management and operation of those mortgaged properties which are
hotels, motels, restaurants, nursing or convalescent homes or hospitals may be
particularly significant because of the expertise, knowledge and, with respect
to nursing or convalescent homes or hospitals, regulatory compliance, required
to run such operations and the effect which foreclosure and a change in
ownership may have on the public's and the industry's (including franchisors')
perception of the quality of such operations. The lender will commonly obtain
the services of a real estate broker and pay the broker's commission in
connection with the sale of the property. Depending upon market conditions, the
ultimate proceeds of the sale of the property may not equal the lender's
investment in the property. Moreover, a lender commonly incurs substantial legal
fees and court costs in acquiring a mortgaged property through contested
foreclosure and/or bankruptcy proceedings. Furthermore, a few states require
that any environmental contamination at certain types of properties be cleaned
up before a property may be resold. In addition, a lender may be responsible
under federal or state law for the cost of cleaning up a mortgaged property that
is environmentally contaminated. See "-- Environmental Legislation." Generally
state law controls the amount of foreclosure expenses and costs, including
attorneys' fees, that may be recovered by a lender.
A junior mortgagee may not foreclose on the property securing the junior
mortgage unless it forecloses subject to senior mortgages and any other prior
liens, in which case it may be obliged to make payments on the senior mortgages
to avoid their foreclosure. In addition, in the event that the foreclosure of a
junior mortgage triggers the enforcement of a "due-on-sale" clause contained in
a senior mortgage, the junior mortgagee may be required to pay the full amount
of the senior mortgage to avoid its foreclosure. Accordingly, with respect to
those Mortgage Loans which are junior mortgage loans, if the lender purchases
the property the lender's title will be subject to all senior mortgages, prior
liens and certain governmental liens.
The proceeds received by the referee or trustee from the sale are applied
first to the costs, fees and expenses of sale and then in satisfaction of the
indebtedness secured by the mortgage under which the sale was conducted. Any
proceeds remaining after satisfaction of senior mortgage debt are generally
payable to the holders of junior mortgages and other liens and claims in order
of their
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priority, whether or not the Mortgagor is in default. Any additional proceeds
are generally payable to the Mortgagor. The payment of the proceeds to the
holders of junior mortgages may occur in the foreclosure action of the senior
mortgage or a subsequent ancillary proceeding or may require the institution of
separate legal proceedings by such holders.
In connection with a Series of Certificates for which an election is made
to qualify the Trust Fund, or a portion thereof, as one or more REMICs, the
REMIC Provisions and the Agreement may require the Master Servicer to hire an
independent contractor to operate any foreclosed property relating to Whole
Loans.
Rights of Redemption
The purposes of a foreclosure action are to enable the mortgagee to realize
upon its security and to bar the Mortgagor, and all persons who have an interest
in the property which is subordinate to the mortgage being foreclosed, from
exercise of their "equity of redemption." The doctrine of equity of redemption
provides that, until the property covered by a mortgage has been sold in
accordance with a properly conducted foreclosure and foreclosure sale, those
having an interest which is subordinate to that of the foreclosing mortgagee
have an equity of redemption and may redeem the property by paying the entire
debt with interest. In addition, in some states, when a foreclosure action has
been commenced, the redeeming party must pay certain costs of such action. Those
having an equity of redemption must generally be made parties and joined in the
foreclosure proceeding in order for their equity of redemption to be cut off and
terminated.
The equity of redemption is a common-law (non-statutory) right which exists
prior to completion of the foreclosure, is not waivable by the Mortgagor, must
be exercised prior to foreclosure sale and should be distinguished from the
post-sale statutory rights of redemption. In some states, after sale pursuant to
a deed of trust or foreclosure of a mortgage, the Mortgagor and foreclosed
junior lienors are given a statutory period in which to redeem the property from
the foreclosure sale. In some states, statutory redemption may occur only upon
payment of the foreclosure sale price. In other states, redemption may be
authorized if the former Mortgagor pays only a portion of the sums due. The
effect of a statutory right of redemption is to diminish the ability of the
lender to sell the foreclosed property. The exercise of a right of redemption
would defeat the title of any purchaser from a foreclosure sale or sale under a
deed of trust. Consequently, the practical effect of the redemption right is to
force the lender to maintain the property and pay the expenses of ownership
until the redemption period has expired. In some states, a post-sale statutory
right of redemption may exist following a judicial foreclosure, but not
following a trustee's sale under a deed of trust.
Under the REMIC Provisions currently in effect, property acquired by
foreclosure generally must not be held for more than two years. To the extent
provided in the related Prospectus Supplement, with respect to a Series of
Certificates for which an election is made to qualify the Trust Fund or a part
thereof as a REMIC, the Agreement will permit foreclosed property to be held for
more than two years if the Internal Revenue Service grants an extension of time
within which to sell such property or independent counsel renders an opinion to
the effect that holding such property for such additional period is permissible
under the REMIC Provisions.
Anti-Deficiency Legislation
Some or all of the Mortgage Loans may be nonrecourse loans, as to which
recourse may be had only against the specific property securing the related
Mortgage Loan and a personal money judgment may not be obtained against the
Mortgagor. Even if a mortgage loan by its terms provides for recourse to the
Mortgagor, some states impose prohibitions or limitations on such recourse. For
example, statutes in some states limit the right of the lender to obtain a
deficiency judgment against the Mortgagor following foreclosure or sale under a
deed of trust. A deficiency judgment would be a personal judgment against the
former Mortgagor equal to the difference between the net amount realized upon
the public sale of the real property and the amount due to the lender. Some
states
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require the lender to exhaust the security afforded under a mortgage by
foreclosure in an attempt to satisfy the full debt before bringing a personal
action against the Mortgagor. In certain other states, the lender has the option
of bringing a personal action against the Mortgagor on the debt without first
exhausting such security; however, in some of these states, the lender,
following judgment on such personal action, may be deemed to have elected a
remedy and may be precluded from exercising remedies with respect to the
security. In some cases, a lender will be precluded from exercising any
additional rights under the note or mortgage if it has taken any prior
enforcement action. Consequently, the practical effect of the election
requirement, in those states permitting such election, is that lenders will
usually proceed against the security first rather than bringing a personal
action against the Mortgagor. Finally, other statutory provisions limit any
deficiency judgment against the former Mortgagor following a judicial sale to
the excess of the outstanding debt over the fair market value of the property at
the time of the public sale. The purpose of these statutes is generally to
prevent a lender from obtaining a large deficiency judgment against the former
Mortgagor as a result of low or no bids at the judicial sale.
Leasehold Risks
Mortgage Loans may be secured by a mortgage on a ground lease. Leasehold
mortgages are subject to certain risks not associated with mortgage loans
secured by the fee estate of the Mortgagor. The most significant of these risks
is that the ground lease creating the leasehold estate could terminate, leaving
the leasehold mortgagee without its security. The ground lease may terminate if,
among other reasons, the ground lessee breaches or defaults in its obligations
under the ground lease or there is a bankruptcy of the ground lessee or the
ground lessor. This risk may be minimized if the ground lease contains certain
provisions protective of the mortgagee, but the ground leases that secure
Mortgage Loans may not contain some of these protective provisions, and
mortgages may not contain the other protections discussed in the next paragraph.
Protective ground lease provisions include the right of the leasehold mortgagee
to receive notices from the ground lessor of any defaults by the Mortgagor; the
right to cure such defaults, with adequate cure periods; if a default is not
susceptible of cure by the leasehold mortgagee, the right to acquire the
leasehold estate through foreclosure or otherwise; the ability of the ground
lease to be assigned to and by the leasehold mortgagee or purchaser at a
foreclosure sale and for the concomitant release of the ground lessee's
liabilities thereunder; and the right of the leasehold mortgagee to enter into a
new ground lease with the ground lessor on the same terms and conditions as the
old ground lease in the event of a termination thereof.
In addition to the foregoing protections, a leasehold mortgagee may require
that the ground lease or leasehold mortgage prohibit the ground lessee from
treating the ground lease as terminated in the event of the ground lessor's
bankruptcy and rejection of the ground lease by the trustee for the
debtor-ground lessor. As further protection, a leasehold mortgage may provide
for the assignment of the debtor-ground lessee's right to reject a lease
pursuant to Section 365 of the Bankruptcy Reform Act of 1978, as amended (Title
11 of the United States Code) (the "BANKRUPTCY CODE"), although the
enforceability of such clause has not been established. Without the protections
described above, a leasehold mortgagee may lose the collateral securing its
leasehold mortgage. In addition, terms and conditions of a leasehold mortgage
are subject to the terms and conditions of the ground lease. Although certain
rights given to a ground lessee can be limited by the terms of a leasehold
mortgage, the rights of a ground lessee or a leasehold mortgagee with respect
to, among other things, insurance, casualty and condemnation will be governed by
the provisions of the ground lease.
Cooperative Loans
The cooperative shares owned by the tenant-stockholder and pledged to the
lender are, in almost all cases, subject to restrictions on transfer as set
forth in the Cooperative's Certificate of Incorporation and By- laws, as well as
the proprietary lease or occupancy agreement, and may be
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cancelled by the cooperative for failure by the tenant-stockholder to pay rent
or other obligations or charges owed by such tenant-stockholder, including
mechanics' liens against the cooperative apartment building incurred by such
tenant-stockholder. The proprietary lease or occupancy agreement generally
permits the Cooperative to terminate such lease or agreement in the event an
obligor fails to make payments or defaults in the performance of covenants
required thereunder. Typically, the lender and the Cooperative enter into a
recognition agreement which establishes the rights and obligations of both
parties in the event of a default by the tenant-stockholder under the
proprietary lease or occupancy agreement will usually constitute a default under
the security agreement between the lender and the tenant-stockholder.
The recognition agreement generally provides that, in the event that the
tenant-stockholder has defaulted under the proprietary lease or occupancy
agreement is terminated, the Cooperative will recognize the lender's lien
against proceeds from the sale of the Cooperative apartment, subject, however,
to the Cooperative's right to sums due under such proprietary lease or occupancy
agreement. The total amount owed to the Cooperative by the tenant-stockholder,
which the lender generally cannot restrict and does not monitor, could reduce
the value of the collateral below the outstanding principal balance of the
Cooperative Loan and accrued and unpaid interest thereon.
Recognition agreements also provide that in the event of a foreclosure on a
Cooperative Loan, the lender must obtain the approval or consent of the
Cooperative as required by the proprietary lease before transferring the
Cooperative shares or assigning the proprietary lease. Generally, the lender is
not limited in any rights it may have to dispossess the tenant-stockholders.
In some states, foreclosure on the Cooperative shares is accomplished by a
sale in accordance with the provisions of Article 9 of the UCC and the security
agreement relating to those shares. Article 9 of the UCC requires that a sale be
conducted in a "commercially reasonable" manner. Whether a foreclosure sale has
been conducted in a "commercially reasonable" manner will depend on the facts in
each case. In determining commercial reasonableness, a court will look to the
notice given the debtor and the method, manner, time, place and terms of the
foreclosure. Generally, a sale conducted according to the usual practice of
banks selling similar collateral will be considered reasonably conducted.
Article 9 of the UCC provides that the proceeds of the sale will be applied
first to pay the costs and expenses of the sale and then to satisfy the
indebtedness secured by the lender's security interest. The recognition
agreement, however, generally provides that the lender's right to reimbursement
is subject to the right of the Cooperatives to receive sums due under the
proprietary lease or occupancy agreement. If there are proceeds remaining, the
lender must account to the tenant-stockholder for the surplus. Conversely, if a
portion of the indebtedness remains unpaid, the tenant-stockholder is generally
responsible for the deficiency.
In the case of foreclosure on a building which was converted from a rental
building to a building owned by a Cooperative under a non-eviction plan, some
states require that a purchaser at a foreclosure sale take the property subject
to rent control and rent stabilization laws which apply to certain tenants who
elected to remain in the building was so converted.
BANKRUPTCY LAWS
The Bankruptcy Code and related state laws may interfere with or affect the
ability of a lender to realize upon collateral and/or to enforce a deficiency
judgment. For example, under the Bankruptcy Code, virtually all actions
(including foreclosure actions and deficiency judgment proceedings) are
automatically stayed upon the filing of the bankruptcy petition, and, usually,
no interest or principal payments are made during the course of the bankruptcy
case. The delay and the consequences thereof caused by such automatic stay can
be significant. Also, under the Bankruptcy Code, the filing of a petition in
bankruptcy by or on behalf of a junior lienor may stay the senior lender from
taking action to foreclose out such junior lien.
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Under the Bankruptcy Code, provided certain substantive and procedural
safeguards for the lender are met, the amount and terms of a mortgage secured by
property of the debtor may be modified under certain circumstances. In many
jurisdictions, the outstanding amount of the loan secured by the real property
may be reduced to the then-current value of the property (with a corresponding
partial reduction of the amount of lender's security interest) pursuant to a
confirmed plan or lien avoidance proceeding, thus leaving the lender a general
unsecured creditor for the difference between such value and the outstanding
balance of the loan. Other modifications may include the reduction in the amount
of each scheduled payment, which reduction may result from a reduction in the
rate of interest and/or the alteration of the repayment schedule (with or
without affecting the unpaid principal balance of the loan), and/or an extension
(or reduction) of the final maturity date. Some courts with federal bankruptcy
jurisdiction have approved plans, based on the particular facts of the
reorganization case, that effected the curing of a mortgage loan default by
paying arrearages over a number of years. Also, under federal bankruptcy law, a
bankruptcy court may permit a debtor through its rehabilitative plan to
de-accelerate a secured loan and to reinstate the loan even though the lender
accelerated the mortgage loan and final judgment of foreclosure had been entered
in state court (provided no sale of the property had yet occurred) prior to the
filing of the debtor's petition. This may be done even if the full amount due
under the original loan is never repaid.
Federal bankruptcy law provides generally that rights and obligation under
an unexpired lease of the debtor/lessee may not be terminated or modified at any
time after the commencement of a case under the Bankruptcy Code solely on the
basis of a provision in the lease to such effect or because of certain other
similar events. This prohibition on so-called "ipso facto clauses" could limit
the ability of the Trustee for a Series of Certificates to exercise certain
contractual remedies with respect to the Leases. In addition, Section 362 of the
Bankruptcy Code operates as an automatic stay of, among other things, any act to
obtain possession of property from a debtor's estate, which may delay a
Trustee's exercise of such remedies for a related Series of Certificates in the
event that a related Lessee or a related Mortgagor becomes the subject of a
proceeding under the Bankruptcy Code. For example, a mortgagee would be stayed
from enforcing a Lease Assignment by a Mortgagor related to a Mortgaged Property
if the related Mortgagor was in a bankruptcy proceeding. The legal proceedings
necessary to resolve the issues could be time-consuming and might result in
significant delays in the receipt of the assigned rents. Similarly, the filing
of a petition in bankruptcy by or on behalf of a Lessee of a Mortgaged Property
would result in a stay against the commencement or continuation of any state
court proceeding for past due rent, for accelerated rent, for damages or for a
summary eviction order with respect to a default under the Lease that occurred
prior to the filing of the Lessee's petition. Rents and other proceeds of a
Mortgage Loan may also escape an assignment thereof if the assignment is not
fully perfected under state law prior to commencement of the bankruptcy
proceeding. See "-- Leases and Rents" above.
In addition, the Bankruptcy Code generally provides that a trustee or
debtor-in-possession may, subject to approval of the court, (a) assume the lease
and retain it or assign it to a third party or (b) reject the lease. If the
lease is assumed, the trustee in bankruptcy on behalf of the lessee, or the
lessee as debtor-in-possession, or the assignee, if applicable, must cure any
defaults under the lease, compensate the lessor for its losses and provide the
lessor with "adequate assurance" of future performance. Such remedies may be
insufficient, however, as the lessor may be forced to continue under the lease
with a lessee that is a poor credit risk or an unfamiliar tenant if the lease
was assigned, and any assurances provided to the lessor may, in fact, be
inadequate. If the lease is rejected, such rejection generally constitutes a
breach of the executory contract or unexpired lease immediately before the date
of filing the petition. As a consequence, the other party or parties to such
lease, such as the Mortgagor, as lessor under a Lease, would have only an
unsecured claim against the debtor for damages resulting from such breach, which
could adversely affect the security for the related Mortgage Loan. In addition,
pursuant to Section 502(b)(6) of the Bankruptcy Code, a lessor's damages for
lease rejection in respect of future rent installments are limited
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to the rent reserved by the lease, without acceleration, for the greater of one
year or 15%, not to exceed three years, of the remaining term of the lease.
If a trustee in bankruptcy on behalf of a lessor, or a lessor as
debtor-in-possession, rejects an unexpired lease of real property, the lessee
may treat such lease as terminated by such rejection or, in the alternative, the
lessee may remain in possession of the leasehold for the balance of such term
and for any renewal or extension of such term that is enforceable by the lessee
under applicable nonbankruptcy law. The Bankruptcy Code provides that if a
lessee elects to remain in possession after such a rejection of a lease, the
lessee may offset against rents reserved under the lease for the balance of the
term after the date of rejection of the lease, and any such renewal or extension
thereof, any damages occurring after such date caused by the nonperformance of
any obligation of the lessor under the lease after such date. To the extent
provided in the related Prospectus Supplement, the Lessee will agree under
certain Leases to pay all amounts owing thereunder the Master Servicer without
offset. To the extent that such a contractual obligation remains enforceable
against the Lessee, the Lessee would not be able to avail itself of the rights
of offset generally afforded to lessees of real property under the Bankruptcy
Code.
In a bankruptcy or similar proceeding of a Mortgagor, action may be taken
seeking the recovery, as a preferential transfer or on other grounds, of any
payments made by the Mortgagor, or made directly by the related Lessee, under
the related Mortgage Loan to the Trust Fund. Payments on long-term debt may be
protected from recovery as preferences if they are payments in the ordinary
course of business made on debts incurred in the ordinary course of business.
Whether any particular payment would be protected depends upon the facts
specific to a particular transaction.
A trustee in bankruptcy, in some cases, may be entitled to collect its
costs and expenses in preserving or selling the mortgaged property ahead of
payment to the lender. In certain circumstances, a debtor in bankruptcy may have
the power to grant liens senior to the lien of a mortgage, and analogous state
statutes and general principles of equity may also provide a Mortgagor with
means to halt a foreclosure proceeding or sale and to force a restructuring of a
mortgage loan on terms a lender would not otherwise accept. Moreover, the laws
of certain states also give priority to certain tax liens over the lien of a
mortgage or deed of trust. Under the Bankruptcy Code, if the court finds that
actions of the mortgagee have been unreasonable, the lien of the related
mortgage may be subordinated to the claims of unsecured creditors.
To the extent described in the related Prospectus Supplement, certain of
the Mortgagors may be partnerships. The laws governing limited partnerships in
certain states provide that the commencement of a case under the Bankruptcy Code
with respect to a general partner will cause a person to cease to be a general
partner of the limited partnership, unless otherwise provided in writing in the
limited partnership agreement. This provision may be construed as an "ipso
facto" clause and, in the event of the general partner's bankruptcy, may not be
enforceable. To the extent described in the related Prospectus Supplement,
certain limited partnership agreements of the Mortgagors may provide that the
commencement of a case under the Bankruptcy Code with respect to the related
general partner constitutes an event of withdrawal (assuming the enforceability
of the clause is not challenged in bankruptcy proceedings or, if challenged, is
upheld) that might trigger the dissolution of the limited partnership, the
winding up of its affairs and the distribution of its assets, unless (i) at the
time there was at least one other general partner and the written provisions of
the limited partnership permit the business of the limited partnership to be
carried on by the remaining general partner and that general partner does so or
(ii) the written provisions of the limited partnership agreement permit the
limited partner to agree within a specified time frame (often 60 days) after
such withdrawal to continue the business of the limited partnership and to the
appointment of one or more general partners and the limited partners do so. In
addition, the laws governing general partnerships in certain states provide that
the commencement of a case under the Bankruptcy Code or state bankruptcy laws
with respect to a general partner of such partnerships triggers the dissolution
of such partnership, the winding up of its affairs and the distribution of
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its assets. Such state laws, however, may not be enforceable or effective in a
bankruptcy case. The dissolution of a Mortgagor, the winding up of its affairs
and the distribution of its assets could result in an acceleration of its
payment obligation under a related Mortgage Loan, which may reduce the yield on
the related Series of Certificates in the same manner as a principal prepayment.
In addition, the bankruptcy of the general partner of a Mortgagor that is a
partnership may provide the opportunity for a trustee in bankruptcy for such
general partner, such general partner as a debtor-in-possession, or a creditor
of such general partner to obtain an order from a court consolidating the assets
and liabilities of the general partner with those of the Mortgagor pursuant to
the doctrines of substantive consolidation or piercing the corporate veil. In
such a case, the respective Mortgaged Property, for example, would become
property of the estate of such bankrupt general partner. Not only would the
Mortgaged Property be available to satisfy the claims of creditors of such
general partner, but an automatic stay would apply to any attempt by the Trustee
to exercise remedies with respect to such Mortgaged Property. However, such an
occurrence should not affect the Trustee's status as a secured creditor with
respect to the Mortgagor or its security interest in the Mortgaged Property.
ENVIRONMENTAL LEGISLATION
Real property pledged as security to a lender may be subject to unforeseen
environmental liabilities. Of particular concern may be those Mortgaged
Properties which are, or have been, the site of manufacturing, industrial or
disposal activity or that are in close proximity to such properties. Such
environmental liabilities may give rise to (i) a diminution in value of property
securing any Mortgage Loan, (ii) limitation on the ability to foreclose against
such property or (iii) in certain circumstances as more fully described below,
liability for clean up costs or other remedial actions, which liability could
exceed the value of the principal balance of the related Mortgage Loan or of
such Mortgaged Property.
Under the laws of many states and to some degree under Federal law,
contamination on a property may give rise to a lien on the property for cleanup
costs. In several states, such a lien has priority over all existing liens (a
"superlien") including those of existing mortgages; in these states, the lien of
a mortgage contemplated by this transaction may lose its priority to such a
superlien.
Under the federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended ("CERCLA"), a lender may be liable either to
the government or to private parties for cleanup costs on a property securing a
loan, even if the lender does not cause or contribute to the contamination.
CERCLA imposes strict, as well as joint and several, liability on several
classes of potentially responsible parties, including current owners and
operators of the property, regardless of whether they caused or contributed to
the contamination. Many states have laws similar to CERCLA.
Lenders may be held liable under CERCLA as owners or operators. Excluded
from CERCLA's definition of "owner or operator," however, is a person "who
without participating in the management of the facility, holds indicia of
ownership primarily to protect his security interest." This exemption for
holders of a security interest such as a secured lender applies only in
circumstances where the lender acts to protect its security interest in the
contaminated facility or property. Thus, if a lender's activities encroach on
the actual management of such facility or property, the lender faces potential
liability as an "owner or operator" under CERCLA. Similarly, when a lender
forecloses and takes title to a contaminated facility or property (whether it
holds the facility or property as an investment or leases it to a third party),
the lender may incur potential CERCLA liability.
A decision in May 1990 of the United States Court of Appeals for the
Eleventh Circuit in United States v. Fleet Factors Corp. very narrowly construed
CERCLA's secured-creditor exemption. The court held that a lender need not have
involved itself in the day-to-day operations of the facility or participated in
decisions relating to hazardous waste to be liable under CERCLA; rather,
liability could attach to a lender if its involvement with the management of the
facility is broad enough to
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support the inference that the lender had the capacity to influence the
borrower's treatment of hazardous waste. The court added that a lender's
capacity to influence such decision could be inferred from the extent of its
involvement in the facility's financial management.
On April 29, 1992, in response to the decision in Fleet Factors Corp., the
United States Environmental Protection Agency (the "EPA") adopted a rule
interpreting and delineating CERCLA's secured-creditor exemption in EPA
enforcement proceedings. The rule attempted to define and specify the range of
permissible actions that may be undertaken by a foreclosing lender/holder of a
contaminated facility without exceeding the bounds of the secured-creditor
exemption. The rule also attempted to specify the circumstances under which
governmental or government-appointed entities that acquire possession or control
of contaminated facilities as conservators or receivers will be considered
"involuntary" owners for purposes of CERCLA's "innocent landowner" defense to
liability. Issuance of this rule by the EPA under CERCLA did not necessarily
affect the potential for liability in actions by either a state or a private
party under CERCLA or in actions under other federal or state laws which may
impose liability on "owners or operators" but did not incorporate the
secured-creditor exemption.
The validity of the EPA rule was challenged in the U.S. Court of Appeals
for the District of Columbia in Kelley v. EPA. In an opinion issued on February
4, 1994, the D.C. Circuit Court invalidated EPA's lender liability rule, holding
that EPA exceeded its authority in enacting the rule. The U.S. Supreme Court
denied certiorari on January 17, 1995. In response, the Department of Justice
("DOJ") and the Agency issued a policy statement entitled "The Effect of
Superfund on Lenders That Hold Security Interests in Contaminated Property,"
published in the Federal Register in Volume 60, Number 237, at pages 63517 to
63519 (December 11, 1995). That policy statement directed parties to the voided
rule as the Agency's definitive view on CERCLA's secured creditor exemption, and
stated that EPA and DOJ will generally follow the approach of the Lender
Liability Rule and its preamble when exercising their enforcement discretion
with respect to lenders.
Under the Kelley case, the secured-creditor exemption under CERCLA will be
subject to existing case law interpretations. Some of those cases have
interpreted the exemption extremely narrowly, but most of the cases since
promulgation of the EPA rule have held that a lender is entitled to the
protection of the secured-creditor exemption provided that a lender complies
with the provisions set out in the EPA rule and does not itself (or through its
agents) cause or contribute to contamination. As a result of Kelley, the cases
applying the EPA rule have little, if any, precedential value and, thus, lenders
expected a return to the narrower interpretations of the exemption. In fact,
recent judicial opinions indicate that a court facing lender liability issues is
likely to apply principles and rationale that are consistent with EPA and DOJ's
Lender Policy. See, e.g., United States v. Wallace, 893 F. Supp. 627 (N.D. Tex.
1995); Z & Z Leasing, Inc. v. Graying Reel, Inc., 873 F. Supp. 51 (E.D. Mich.
1995); Kemp Industries, Inc. v. Safety Light Corp., 857 F. Supp. 373 (D.N.J.
1994).
The secured-creditor exemption does not protect a lender from liability
under CERCLA in cases where the lender arranges for disposal of hazardous
substances or for transportation of hazardous substances. The definition of
"hazardous substances" under CERCLA specifically excludes petroleum products,
and the secured-creditor exemption does not govern liability for cleanup costs
under federal laws other than CERCLA, in particular Subtitle I of the federal
Resource Conservation and Recovery Act ("RCRA"), which regulates underground
petroleum (other than heating oil) storage tanks. However, the EPA adopted a
lender liability rule for underground storage tanks under Subtitle I of RCRA.
Under such rule, a holder of a security interest in an underground storage tank
or real property containing an underground storage tank is not considered an
operator of the underground storage tank as long as petroleum is not added to,
stored in or dispensed from the tank. It should be noted, however, that
liability for cleanup of petroleum contamination may be governed by state law,
which may not provide for any specific protections for secured creditors.
If a lender is or becomes liable, it may bring an action for contribution
against the owner or operator who created the environmental hazard, but that
person or entity may be bankrupt or
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otherwise judgment proof. It is possible that cleanup costs could become a
liability of the Trust Fund and occasion a loss to Certificateholders in certain
circumstances described above if such remedial costs were incurred.
Finally, as part of the Omnibus Consolidated Appropriations Bill for Fiscal
Year 1997 signed by President Clinton on September 30, 1996, Congress enacted
the Asset Conservation, Lender Liability, and Deposit Insurance Protection Act
of 1996 (the "ACT"). The Act includes lender and fiduciary liability amendments
to CERCLA, amendments to the secured creditor exemption set forth in Subtitle I
of RCRA, and validation of the portion of the CERCLA Lender Liability Rule that
addresses involuntary acquisitions by government entities. The amendments made
by the Act apply to all claims not finally adjudicated as of September 30, 1996,
which include all cases that are in the process of being settled, and are
generally based on the CERCLA Lender Liability Rule. However, the amendments do
not explicitly describe the steps a lender can take to avoid liability after
foreclosure.
The related Agreement will provide that the Special Servicer, acting on
behalf of the Trustee, may not acquire title to a Mortgaged Property or take
over its operation unless the Special Servicer has previously determined, based
on a report prepared by a person who regularly conducts environmental
assessments, that: (i) such Mortgaged Property is in compliance with applicable
environmental laws, or, if not, that taking such actions as are necessary to
bring the Mortgaged Property in compliance therewith is likely to produce a
greater recovery on a present value basis, after taking into account any risks
associated therewith, than not taking such actions and (ii) there are no
circumstances present at the Mortgaged Property relating to the use, management
or disposal of any Hazardous Materials for which investigation, testing,
monitoring, containment, clean-up or remediation could be required under any
federal, state or local law or regulation. This requirement effectively
precludes enforcement of the security for the related Mortgage Note until a
satisfactory environmental inquiry is undertaken, or that, if any Hazardous
Materials are present for which such action could be required, taking such
actions with respect to the affected Mortgaged Property is reasonably likely to
produce a greater recovery on a present value basis, after taking into account
any risks associated therewith, than not taking such actions, reducing the
likelihood that a given Trust Fund will become liable for any condition or
circumstance that may give rise to any environmental claim (an "ENVIRONMENTAL
HAZARD CONDITION") affecting a Mortgaged Property, but making it more difficult
to realize on the security for the Mortgage Loan. However, there can be no
assurance that any environmental assessment obtained by the Special Servicer
will detect all possible Environmental Hazard Conditions, that any estimate of
the costs of effecting compliance at any Mortgaged Property and the recovery
thereon will be correct, or that the other requirements of the Agreement, even
if fully observed by the Master Servicer or Special Servicer, as the case may
be, will in fact insulate a given Trust Fund from liability for Environmental
Hazard Conditions. Any additional restrictions on acquiring titles to a
Mortgaged Property may be set forth in the related Prospectus Supplement.
Unless otherwise specified in the related Prospectus Supplement, the
Depositor generally will not have determined whether environmental assessments
have been conducted with respect to the Mortgaged Properties relating to the
Mortgage Loans included in the Mortgage Pool for a Series, and it is likely that
any environmental assessments which would have been conducted with respect to
any of the Mortgaged Properties would have been conducted at the time of the
origination of the related Mortgage Loans and not thereafter. If specified in
the related Prospectus Supplement, a Warranting Party will represent and warrant
that based on an environmental audit commissioned by Warranting Party, as of the
date of the origination of a Mortgage Loan, the related Mortgaged Property is
not affected by a Disqualifying Condition (as defined below). No such person
will however, be responsible for any Disqualifying Condition which may arise on
a Mortgaged Property after the date of origination of the related Mortgage Loan,
whether due to actions of the Mortgagor, the Master Servicer, the Primary
Servicer, the Special Servicer or any other person. It may not
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always be possible to determine whether a Disqualifying Condition arose prior or
subsequent to the date of the origination of the related Mortgage Loan.
A "DISQUALIFYING CONDITION" is defined generally as a condition which would
reasonably be expected to (1) constitute or result in a violation of applicable
environmental laws, (2) require any expenditure material in relation to the
principal balance of the related Mortgage Loan to achieve or maintain compliance
in all material respects with any applicable environmental laws, or (3) require
substantial cleanup, remedial action or other extraordinary response under any
applicable environmental laws in excess of a specified escrowed amount.
"HAZARDOUS MATERIALS" are generally defined under several federal and state
statutes, and include dangerous toxic or hazardous pollutants, chemicals, wastes
or substances, including, without limitation, those so identified pursuant to
CERCLA, and specifically including, asbestos and asbestos containing materials,
polychlorinated biphenyls, radon gas, petroleum and petroleum products and urea
formaldehyde.
DUE-ON-SALE AND DUE-ON-ENCUMBRANCE
Certain of the Mortgage Loans may contain due-on-sale and
due-on-encumbrance clauses. These clauses generally provide that the lender may
accelerate the maturity of the loan if the Mortgagor sells or otherwise
transfers or encumbers the mortgaged property. Certain of these clauses may
provide that, upon an attempted breach thereof by the Mortgagor of an otherwise
non-recourse loan, the Mortgagor becomes personally liable for the mortgage
debt. The enforceability of due-on-sale clauses has been the subject of
legislation or litigation in many states and, in some cases, the enforceability
of these clauses was limited or denied. However, with respect to certain loans
the Garn-St Germain Depository Institutions Act of 1982 preempts state
constitutional, statutory and case law that prohibits the enforcement of
due-on-sale clauses and permits lenders to enforce these clauses in accordance
with their terms subject to certain limited exceptions. To the extent provided
in the related Prospectus Supplement, a Master Servicer or a Primary Servicer,
on behalf of the Trust Fund, will determine whether to exercise any right the
Trustee may have as mortgagee to accelerate payment of any such Mortgage Loan or
to withhold its consent to any transfer or further encumbrance in a manner
consistent with the Servicing Standard.
In addition, under federal bankruptcy laws, due-on-sale clauses may not be
enforceable in bankruptcy proceedings and may, under certain circumstances, be
eliminated in any modified mortgage resulting from such bankruptcy proceeding.
SUBORDINATE FINANCING
Where the Mortgagor encumbers mortgaged property with one or more junior
liens, the senior lender is subjected to additional risk. First, the Mortgagor
may have difficulty servicing and repaying multiple loans. In addition, if the
junior loan permits recourse to the Mortgagor (as junior loans often do) and the
senior loan does not, a Mortgagor may be more likely to repay sums due on the
junior loan than those on the senior loan. Second, acts of the senior lender
that prejudice the junior lender or impair the junior lender's security may
create a superior equity in favor of the junior lender. For example, if the
Mortgagor and the senior lender agree to an increase in the principal amount of
or the interest rate payable on the senior loan, the senior lender may lose its
priority to the extent any existing junior lender is harmed or the Mortgagor is
additionally burdened. Third, if the Mortgagor defaults on the senior loan
and/or any junior loan or loans, the existence of junior loans and actions taken
by junior lenders can impair the security available to the senior lender and can
interfere with or delay the taking of action by the senior lender. Moreover, the
bankruptcy of a junior lender may operate to stay foreclosure or similar
proceedings by the senior lender.
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DEFAULT INTEREST, PREPAYMENT CHARGES AND PREPAYMENTS
Forms of notes and mortgages used by lenders may contain provisions
obligating the Mortgagor to pay a late charge or additional interest if payments
are not timely made, and in some circumstances may provide for prepayment fees
or yield maintenance penalties if the obligation is paid prior to maturity or
prohibit such prepayment for a specified period. In certain states, there are or
may be specific limitations upon the late charges which a lender may collect
from a Mortgagor for delinquent payments. Certain states also limit the amounts
that a lender may collect from a Mortgagor as an additional charge if the loan
is prepaid. The enforceability, under the laws of a number of states of
provisions providing for prepayment fees or penalties upon, or prohibition of,
an involuntary prepayment is unclear, and no assurance can be given that, at the
time a Prepayment Premium is required to be made on a Mortgage Loan in
connection with an involuntary prepayment, the obligation to make such payment,
or the provisions of any such prohibition, will be enforceable under applicable
state law. The absence of a restraint on prepayment, particularly with respect
to Mortgage Loans having higher Mortgage Interest Rates, may increase the
likelihood of refinancing or other early retirements of the Mortgage Loans.
ACCELERATION ON DEFAULT
To the extent specified in the related Prospectus Supplement, some of the
Mortgage Loans included in the Mortgage Pool for a Series will include a
"debt-acceleration" clause, which permits the lender to accelerate the full debt
upon a monetary or nonmonetary default of the Mortgagor. The courts of all
states will enforce clauses providing for acceleration in the event of a
material payment default after giving effect to any appropriate notices. The
equity courts of the state, however, may refuse to foreclose a mortgage or deed
of trust when an acceleration of the indebtedness would be inequitable or unjust
or the circumstances would render the acceleration unconscionable. Furthermore,
in some states, the Mortgagor may avoid foreclosure and reinstate an accelerated
loan by paying only the defaulted amounts and the costs and attorneys' fees
incurred by the lender in collecting such defaulted payments.
APPLICABILITY OF USURY LAWS
Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980, enacted in March 1980 ("TITLE V"), provides that state usury
limitations shall not apply to certain types of residential (including
multifamily but not other commercial) first mortgage loans originated by certain
lenders after March 31, 1980. A similar federal statute was in effect with
respect to mortgage loans made during the first three months of 1980. The
statute authorized any state to reimpose interest rate limits by adopting,
before April 1, 1983, a law or constitutional provision that expressly rejects
application of the federal law. In addition, even where Title V is not so
rejected, any state is authorized by the law to adopt a provision limiting
discount points or other charges on mortgage loans covered by Title V. Certain
states have taken action to reimpose interest rate limits and/or to limit
discount points or other charges.
The Depositor has been advised by counsel that a court interpreting Title V
would hold that residential first mortgage loans that are originated on or after
January 1, 1980 are subject to federal preemption. Therefore, in a state that
has not taken the requisite action to reject application of Title V or to adopt
a provision limiting discount points or other charges prior to origination of
such mortgage loans, any such limitation under such state's usury law would not
apply to such mortgage loans.
In any state in which application of Title V has been expressly rejected or
a provision limiting discount points or other charges is adopted, no Mortgage
Loan originated after the date of such state action will be eligible for
inclusion in a Trust Fund unless (i) such Mortgage Loan provides for such
interest rate, discount points and charges as are permitted in such state or
(ii) such Mortgage Loan provides that the terms thereof shall be construed in
accordance with the laws of another state
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under which such interest rate, discount points and charges would not be
usurious and the Mortgagor's counsel has rendered an opinion that such choice of
law provision would be given effect.
Statutes differ in their provisions as to the consequences of a usurious
loan. One group of statutes requires the lender to forfeit the interest due
above the applicable limit or impose a specified penalty. Under this statutory
scheme, the borrower may cancel the recorded mortgage or deed of trust upon
paying its debt with lawful interest, and the lender may foreclose, but only for
the debt plus lawful interest. A second group of statutes is more severe. A
violation of this type of usury law results in the invalidation of the
transaction, thereby permitting the borrower to cancel the recorded mortgage or
deed of trust without any payment or prohibiting the lender from foreclosing.
CERTAIN LAWS AND REGULATIONS; TYPES OF MORTGAGED PROPERTIES
The Mortgaged Properties will be subject to compliance with various
federal, state and local statutes and regulations. Failure to comply (together
with an inability to remedy any such failure) could result in material
diminution in the value of a Mortgage Property which could, together with the
possibility of limited alternative uses for a particular Mortgaged Property
(e.g., a nursing or convalescent home or hospital), result in a failure to
realize the full principal amount of the related Mortgage Loan. Mortgages on
Mortgaged Properties which are owned by the Mortgagor under a condominium form
of ownership are subject to the declaration, by-laws and other rules and
regulations of the condominium association. Mortgaged Properties which are
hotels or motels may present additional risk in that hotels and motels are
typically operated pursuant to franchise, management and operating agreements
which may be terminable by the operator, and the transferability of the hotel's
operating, liquor and other licenses to the entity acquiring the hotel either
through purchases or foreclosure is subject to the vagaries of local law
requirements. In addition, Mortgaged Properties which are multifamily
residential properties may be subject to rent control laws, which could impact
the future cash flows of such properties.
AMERICANS WITH DISABILITIES ACT
Under Title III of the Americans with Disabilities Act of 1990 and rules
promulgated thereunder (collectively, the "ADA"), in order to protect
individuals with disabilities, public accommodations (such as hotels,
restaurants, shopping centers, hospitals, schools and social service center
establishments) must remove architectural and communication barriers which are
structural in nature from existing places of public accommodation to the extent
"readily achievable." In addition, under the ADA, alterations to a place of
public accommodation or a commercial facility are to be made so that, to the
maximum extent feasible, such altered portions are readily accessible to and
usable by disabled individuals. The "readily achievable" standard takes into
account, among other factors, the financial resources of the affected site,
owner, landlord or other applicable person. In addition to imposing a possible
financial burden on the Mortgagor in its capacity as owner or landlord, the ADA
may also impose such requirements on a foreclosing lender who succeeds to the
interest of the Mortgagor as owner of landlord. Furthermore, since the "readily
achievable" standard may vary depending on the financial condition of the owner
or landlord, a foreclosing lender who is financially more capable than the
Mortgagor of complying with the requirements of the ADA may be subject to more
stringent requirements than those to which the Mortgagor is subject.
SOLDIERS' AND SAILORS' CIVIL RELIEF ACT OF 1940
Under the terms of the Soldiers' and Sailors' Civil Relief Act of 1940, as
amended (the "RELIEF ACT"), a Mortgagor who enters military service after the
origination of such Mortgagor's Mortgage Loan (including a Mortgagor who was in
reserve status and is called to active duty after origination of the Mortgage
Loan), may not be charged interest (including fees and charges) above an annual
rate of 6% during the period of such Mortgagor's active duty status, unless a
court orders otherwise upon application of the lender. The Relief Act applies to
Mortgagors who are members of the Army,
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Navy, Air Force, Marines, National Guard, Reserves, Coast Guard and officers of
the U.S. Public Health Service assigned to duty with the military. Because the
Relief Act applies to Mortgagors who enter military service (including
reservists who are called to active duty) after origination of the related
Mortgage Loan, no information can be provided as to the number of loans that may
be affected by the Relief Act. Application of the Relief Act would adversely
affect, for an indeterminate period of time, the ability of any servicer to
collect full amounts of interest on certain of the Mortgage Loans. Any
shortfalls in interest collections resulting from the application of the Relief
Act would result in a reduction of the amounts distributable to the holders of
the related Series of Certificates, and would not be covered by advances or,
unless otherwise specified in the related Prospectus Supplement, any form of
Credit Support provided in connection with such Certificates. In addition, the
Relief Act imposes limitations that would impair the ability of the servicer to
foreclose on an affected Mortgage Loan during the Mortgagor's period of active
duty status, and, under certain circumstances, during an additional three month
period thereafter. Thus, in the event that such a Mortgage Loan goes into
default, there may be delays and losses occasioned thereby.
FORFEITURES IN DRUG AND RICO PROCEEDINGS
Federal law provides that property owned by persons convicted of
drug-related crimes or of criminal violations of the Racketeer Influenced and
Corrupt Organizations ("RICO") statute can be seized by the government if the
property was used in, or purchased with the proceeds of, such crimes. Under
procedures contained in the Comprehensive Crime Control Act of 1984 (the "CRIME
CONTROL ACT"), the government may seize the property even before conviction. The
government must publish notice of the forfeiture proceeding and may give notice
to all parties "known to have an alleged interest in the property," including
the holders of mortgage loans.
A lender may avoid forfeiture of its interest in the property if it
establishes that: (i) its mortgage was executed and recorded before commission
of the crime upon which the forfeiture is based, or (ii) the lender was, at the
time of execution of the mortgage, "reasonably without cause to believe" that
the property was used in, or purchased with the proceeds of, illegal drug or
RICO activities.
FEDERAL INCOME TAX CONSEQUENCES
The following summary of the anticipated material federal income tax
consequences of the purchase, ownership and disposition of Offered Certificates
is based on the advice of Andrews & Kurth L.L.P., counsel to the Depositor. This
summary is based on laws, regulations, including the REMIC regulations
promulgated by the Treasury Department (the "REMIC REGULATIONS"), rulings and
decisions now in effect or (with respect to regulations) proposed, all of which
are subject to change either prospectively or retroactively. Andrews & Kurth
L.L.P. will deliver an opinion to the Depositor that the information set forth
under this caption, "Federal Income Tax Consequences," to the extent that it
constitutes matters of law or legal conclusions, is correct in all material
respects. This summary does not address the federal income tax consequences of
an investment in Certificates applicable to all categories of investors, some of
which (for example, banks and insurance companies) may be subject to special
rules. Prospective investors should consult their tax advisors regarding the
federal, state, local and any other tax consequences to them of the purchase,
ownership and disposition of Certificates.
GENERAL
The federal income tax consequences to Certificateholders will vary
depending on whether an election is made to treat the Trust Fund, or a
segregated portion thereof, relating to a particular Series of Certificates as a
REMIC under the Code. The Prospectus Supplement for each Series of Certificates
will specify whether a REMIC election will be made.
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GRANTOR TRUST FUNDS
If a REMIC election is not made, Andrews & Kurth L.L.P. will deliver its
opinion that the Trust Fund will not be classified as an association taxable as
a corporation and that each such Trust Fund will be classified as a grantor
trust under subpart E, Part I of subchapter J of Chapter 1 of Subtitle A of the
Code. In this case, owners of Certificates will be treated for federal income
tax purposes as owners of a portion of the Trust Fund's assets as described
below.
A. SINGLE CLASS OF GRANTOR TRUST CERTIFICATES
Characterization. The Trust Fund may be created with one class of Grantor
Trust Certificates. In this case, each Grantor Trust Certificateholder will be
treated as the owner of a pro rata undivided interest in the interest and
principal portions of the Trust Fund represented by the Grantor Trust
Certificates and will be considered the equitable owner of a pro rata undivided
interest in each of the Mortgage Assets in the Pool. Any amounts received by a
Grantor Trust Certificateholder in lieu of amounts due with respect to any
Mortgage Asset because of a default or delinquency in payment will be treated
for federal income tax purposes as having the same character as the payments
they replace.
Each Grantor Trust Certificateholder will be required to report on its
federal income tax return in accordance with such Grantor Trust
Certificateholder's method of accounting its pro rata share of the entire income
from the Mortgage Loans in the Trust Fund represented by Grantor Trust
Certificates, including interest, original issue discount ("OID"), if any,
prepayment fees, assumption fees, any gain recognized upon an assumption and
late payment charges received by the Master Servicer. Under Code Sections 162 or
212 each Grantor Trust Certificateholder will be entitled to deduct its pro rata
share of servicing fees, prepayment fees, assumption fees, any loss recognized
upon an assumption and late payment charges retained by the Master Servicer,
provided that such amounts are reasonable compensation for services rendered to
the Trust Fund. Grantor Trust Certificateholders that are individuals, estates
or trusts will be entitled to deduct their share of expenses as itemized
deductions only to the extent such expenses plus all other Code Section 212
expenses exceed two percent of their adjusted gross income. In addition, the
amount of itemized deductions otherwise allowable for the taxable year for an
individual whose adjusted gross income exceeds the applicable amount under Code
Section 68(b) (which amount will be adjusted for inflation) will be reduced by
the lesser of (i) 3% of the excess of adjusted gross income over the applicable
amount or (ii) 80% of the amount of itemized deductions otherwise allowable for
such taxable year. A Grantor Trust Certificateholder using the cash method of
accounting must take into account its pro rata share of income and deductions as
and when collected by or paid to the Master Servicer. A Grantor Trust
Certificateholder using an accrual method of accounting must take into account
its pro rata share of income and deductions as they become due or are paid to
the Master Servicer, whichever is earlier. If the servicing fees paid to the
Master Servicer are deemed to exceed reasonable servicing compensation, the
amount of such excess could be considered as an ownership interest retained by
the Master Servicer (or any person to whom the Master Servicer assigned for
value all or a portion of the servicing fees) in a portion of the interest
payments on the Mortgage Assets. The Mortgage Assets would then be subject to
the "coupon stripping" rules of the Code discussed below.
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Unless otherwise specified in the related Prospectus Supplement, as to each
Series of Certificates Andrews & Kurth L.L.P. will have advised the Depositor
that, except as described below under "b. Multiple Classes of Grantor Trust
Certificates -- Treatment of Certain Owners":
(i) a Grantor Trust Certificate owned by a "domestic building and loan
association" within the meaning of Code Section 7701(a)(19) representing
principal and interest payments on Mortgage Assets will be considered to
represent "loans . . . secured by an interest in real property which is . .
. residential property" within the meaning of Code Section
7701(a)(19)(C)(v), to the extent that the Mortgage Assets represented by
that Grantor Trust Certificate are of a type described in such Code
section;
(ii) a Grantor Trust Certificate owned by a real estate investment
trust representing an interest in Mortgage Assets will be considered to
represent "real estate assets" within the meaning of Code Section
856(c)(5)(A), and interest income on the Mortgage Assets will be considered
"interest on obligations secured by mortgages on real property" within the
meaning of Code Section 856(c)(3)(B), to the extent that the Mortgage
Assets represented by that Grantor Trust Certificate are of a type
described in such Code section; and
(iii) a Grantor Trust Certificate owned by a REMIC will represent
"obligation[s] . . . which [are] principally secured by an interest in real
property" within the meaning of Code Section 860G(a)(3).
Stripped Bonds and Coupons. Certain Trust Funds may consist of Government
Securities which constitute "stripped bonds" or "stripped coupons" as those
terms are defined in Section 1286 of the Code, and, as a result, such assets
would be subject to the stripped bond provisions of the Code. Under these rules,
such Government Securities are treated as having OID based on the purchase price
and the stated redemption price at maturity of each Government Security. As
such, Grantor Trust Certificateholders would be required to include in income
their pro rata share of the OID on each Government Security recognized in any
given year on an economic accrual basis even if the Grantor Trust
Certificateholder is a cash method taxpayer. Accordingly, the sum of the income
includible to the Grantor Trust Certificateholder in any taxable year may exceed
amounts actually received during such year.
Premium. The price paid for a Grantor Trust Certificate by a holder will be
allocated to such holder's undivided interest in each Mortgage Asset based on
each Mortgage Asset's relative fair market value, so that such holder's
undivided interest in each Mortgage Asset will have its own tax basis. A Grantor
Trust Certificateholder that acquires an interest in Mortgage Assets at a
premium may elect to amortize such premium under a constant interest method,
provided that the underlying mortgage loans with respect to such Mortgage Assets
were originated after September 27, 1985. Premium allocable to mortgage loans
originated on or before September 27, 1985 should be allocated among the
principal payments on such mortgage loans and allowed as an ordinary deduction
as principal payments are made. Amortizable bond premium will be treated as an
offset to interest income on such Grantor Trust Certificate. The basis for such
Grantor Trust Certificate will be reduced to the extent that amortizable premium
is applied to offset interest payments. It is not clear whether a reasonable
prepayment assumption should be used in computing amortization of premium
allowable under Code Section 171. A Certificateholder that makes this election
for a Certificate that is acquired at a premium will be deemed to have made an
election to amortize bond premium with respect to all debt instruments having
amortizable bond premium that such Certificateholder holds during the year of
the election or thereafter.
If a premium is not subject to amortization using a reasonable prepayment
assumption, the holder of a Grantor Trust Certificate acquired at a premium
should recognize a loss if a Mortgage Loan (or an underlying mortgage loan with
respect to a Mortgage Asset) prepays in full, equal to the difference between
the portion of the prepaid principal amount of such Mortgage Loan (or underlying
mortgage loan) that is allocable to the Certificate and the portion of the
adjusted basis of
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the Certificate that is allocable to such Mortgage Loan (or underlying mortgage
loan). If a reasonable prepayment assumption is used to amortize such premium,
it appears that such a loss would be available, if at all, only if prepayments
have occurred at a rate faster than the reasonable assumed prepayment rate. It
is not clear whether any other adjustments would be required to reflect
differences between an assumed prepayment rate and the actual rate of
prepayments.
Original Issue Discount. The Internal Revenue Service (the "IRS") has
stated in published rulings that, in circumstances similar to those described
herein, the special rules of the Code relating to OID (currently Code Sections
1271 through 1273 and 1275) and Treasury regulations issued on January 27, 1994,
as amended on June 14, 1996, under such Sections (the "OID REGULATIONS"), will
be applicable to a Grantor Trust Certificateholder's interest in those Mortgage
Assets meeting the conditions necessary for these sections to apply. Rules
regarding periodic inclusion of OID income are applicable to mortgages of
corporations originated after May 27, 1969, mortgages of noncorporate Mortgagors
(other than individuals) originated after July 1, 1982, and mortgages of
individuals originated after March 1, 1984. Such OID could arise by the
financing of points or other charges by the originator of the mortgages in an
amount greater than a statutory de minimis exception to the extent that the
points are not currently deductible under applicable Code provisions or are not
for services provided by the lender. OID generally must be reported as ordinary
gross income as it accrues under a constant interest method. See "-- Grantor
Trust Funds -- Multiple Classes of Grantor Trust Certificates -- Accrual of
Original Issue Discount" below.
Market Discount. A Grantor Trust Certificateholder that acquires an
undivided interest in Mortgage Assets may be subject to the market discount
rules of Code Sections 1276 through 1278 to the extent an undivided interest in
a Mortgage Asset is considered to have been purchased at a "market discount."
Generally, the amount of market discount is equal to the excess of the portion
of the principal amount of such Mortgage Asset allocable to such holder's
undivided interest over such holder's tax basis in such interest. Market
discount with respect to a Grantor Trust Certificate will be considered to be
zero if the amount allocable to the Grantor Trust Certificate is less than 0.25%
of the Grantor Trust Certificate's stated redemption price at maturity
multiplied by the weighted average maturity remaining after the date of
purchase. Treasury regulations implementing the market discount rules have not
yet been issued; therefore, investors should consult their own tax advisors
regarding the application of these rules and the advisability of making any of
the elections allowed under Code Sections 1276 through 1278.
The Code provides that any principal payment (whether a scheduled payment
or a prepayment) or any gain on disposition of a market discount bond acquired
by the taxpayer after October 22, 1986 shall be treated as ordinary income to
the extent that it does not exceed the accrued market discount at the time of
such payment. The amount of accrued market discount for purposes of determining
the tax treatment of subsequent principal payments or dispositions of the market
discount bond is to be reduced by the amount so treated as ordinary income.
The Code also grants the Treasury Department authority to issue regulations
providing for the computation of accrued market discount on debt instruments,
the principal of which is payable in more than one installment. While the
Treasury Department has not yet issued regulations, rules described in the
relevant legislative history will apply. Under those rules, the holder of a
market discount bond may elect to accrue market discount either on the basis of
a constant interest rate or according to one of the following methods. If a
Grantor Trust Certificate is issued with OID, the amount of market discount that
accrues during any accrual period would be equal to the product of (i) the total
remaining market discount and (ii) a fraction, the numerator of which is the OID
accruing during the period and the denominator of which is the total remaining
OID at the beginning of the accrual period. For Grantor Trust Certificates
issued without OID, the amount of market discount that accrues during a period
is equal to the product of (i) the total remaining market discount and (ii) a
fraction, the numerator of which is the amount of stated interest paid during
the accrual period and the denominator of which is the total amount of stated
interest remaining to be paid at the beginning of the accrual period. For
purposes of calculating market discount under any of
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the above methods in the case of instruments (such as the Grantor Trust
Certificates) that provide for payments that may be accelerated by reason of
prepayments of other obligations securing such instruments, the same prepayment
assumption applicable to calculating the accrual of OID will apply. Because the
regulations described above have not been issued, it is impossible to predict
what effect those regulations might have on the tax treatment of a Grantor Trust
Certificate purchased at a discount or premium in the secondary market.
A holder who acquired a Grantor Trust Certificate at a market discount also
may be required to defer a portion of the excess of the interest paid or
incurred for the taxable year attributable to any indebtedness incurred or
continued to purchase or carry such Grantor Trust Certificate purchased with
market discount over the interest distributable thereon. For these purposes, the
de minimis rule referred to above applies. Any such deferred excess interest
expense would not exceed the market discount that accrues during such taxable
year and is, in general, allowed as a deduction not later than the year in which
such market discount is includible in income. The amount of any remaining
deferred deduction is to be taken into account in the taxable year in which the
Grantor Trust Certificate matures or is disposed of in a taxable transaction. In
the case of a disposition in which gain or loss is not recognized in whole or in
part, any remaining deferred deduction will be allowed to the extent of gain
recognized on the disposition. If such holder elects to include market discount
in income currently as it accrues on all market discount instruments acquired by
such holder in that taxable year or thereafter, the interest deferral rule
described above will not apply.
Election to Treat All Interest as OID. The OID Regulations permit a
Certificateholder to elect to accrue all interest, discount (including de
minimis market or OID) and premium in income as interest, based on a constant
yield method. If such an election were to be made with respect to a Grantor
Trust Certificate with market discount, the Certificateholder would be deemed to
have made an election to include in income currently market discount with
respect to all other debt instruments having market discount that such
Certificateholder acquires during the year of the election or thereafter.
Similarly, a Certificateholder that makes this election for a Certificate that
is acquired at a premium will be deemed to have made an election to amortize
bond premium with respect to all debt instruments having amortizable bond
premium that such Certificateholder owns or acquires. See "-- Grantor Trust
Funds -- Single Class of Grantor Trust Certificates -- Premium." The election to
accrue interest, discount and premium on a constant yield method with respect to
a Certificate is irrevocable except with the approval of the IRS.
B. MULTIPLE CLASSES OF GRANTOR TRUST CERTIFICATES
Stripped Bonds and Stripped Coupons
Pursuant to Code Section 1286, the separation of ownership of the right to
receive some or all of the interest payments on an obligation from ownership of
the right to receive some or all of the principal payments results in the
creation of "stripped bonds" with respect to principal payments and "stripped
coupons" with respect to interest payments. For purposes of Code Sections 1271
through 1288, Code Section 1286 treats a stripped bond or a stripped coupon as
an obligation issued on the date that such stripped interest is created. If a
Trust Fund is created with two classes of Grantor Trust Certificates, one class
of Grantor Trust Certificates may represent the right to principal and interest,
or principal only, on all or a portion of the Mortgage Assets (the "STRIPPED
BOND CERTIFICATES"), while the second class of Grantor Trust Certificates may
represent the right to some or all of the interest on such portion (the
"STRIPPED COUPON CERTIFICATES").
Servicing fees in excess of reasonable servicing fees ("excess servicing")
will be treated under the stripped bond rules. If the excess servicing fee is
less than 100 basis points (i.e., 1% interest on the Mortgage Asset principal
balance) or the Certificates are initially sold with a de minimis discount
(assuming no prepayment assumption is required), any non de minimis discount
arising from a subsequent transfer of the Certificates should be treated as
market discount. The IRS appears to require that reasonable servicing fees be
calculated on a Mortgage
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Asset by Mortgage Asset basis, which could result in some Mortgage Assets being
treated as having more than 100 basis points of interest stripped off.
Although not entirely clear, a Stripped Bond Certificate generally should
be treated as an interest in Mortgage Assets issued on the day such Certificate
is purchased for purposes of calculating any OID. Generally, if the discount on
a Mortgage Asset is larger than a de minimis amount (as calculated for purposes
of the OID rules) a purchaser of such a Certificate will be required to accrue
the discount under the OID rules of the Code. See "-- Grantor Trust Funds
- -- Single Class of Grantor Trust Certificates -- Original Issue Discount."
However, a purchaser of a Stripped Bond Certificate will be required to account
for any discount on the Mortgage Assets as market discount rather than OID if
either (i) the amount of OID with respect to the Mortgage Assets is treated as
zero under the OID de minimis rule when the Certificate was stripped or (ii) no
more than 100 basis points (including any amount of servicing fees in excess of
reasonable servicing fees) is stripped off of the Trust Fund's Mortgage Assets.
The precise tax treatment of Stripped Coupon Certificates is substantially
uncertain. The Code could be read literally to require that OID computations be
made for each payment from each Mortgage Asset. However, based on the recent IRS
guidance, it appears that all payments from a Mortgage Asset underlying a
Stripped Coupon Certificate should be treated as a single installment obligation
subject to the OID rules of the Code, in which case, all payments from such
Mortgage Asset would be included in the Mortgage Asset's stated redemption price
at maturity for purposes of calculating income on such certificate under the OID
rules of the Code.
It is unclear under what circumstances, if any, the prepayment of Mortgage
Assets will give rise to a loss to the holder of a Stripped Bond Certificate
purchased at a premium or a Stripped Coupon Certificate. If such Certificate is
treated as a single instrument (rather than an interest in discrete mortgage
loans) and the effect of prepayments is taken into account in computing yield
with respect to such Grantor Trust Certificate, it appears that no loss will be
available as a result of any particular prepayment unless prepayments occur at a
rate faster than the assumed prepayment rate. However, if such Certificate is
treated as an interest in discrete Mortgage Assets, or if no prepayment
assumption is used, then when a Mortgage Asset is prepaid, the holder of such
Certificate should be able to recognize a loss equal to the portion of the
adjusted issue price of such Certificate that is allocable to such Mortgage
Asset.
Holders of Stripped Bond Certificates and Stripped Coupon Certificates are
urged to consult with their own tax advisors regarding the proper treatment of
these Certificates for federal income tax purposes.
Treatment of Certain Owners
Several Code sections provide beneficial treatment to certain taxpayers
that invest in Mortgage Assets of the type that make up the Trust Fund. With
respect to these Code sections, no specific legal authority exists regarding
whether the character of the Grantor Trust Certificates, for federal income tax
purposes, will be the same as that of the underlying Mortgage Assets. While Code
Section 1286 treats a stripped obligation as a separate obligation for purposes
of the Code provisions addressing OID, it is not clear whether such
characterization would apply with regard to these other Code sections. Although
the issue is not free from doubt, based on policy considerations, each class of
Grantor Trust Certificates, unless otherwise specified in the related Prospectus
Supplement, should be considered to represent "real estate assets" within the
meaning of Code Section 856(c)(6)(B) and "loans . . . secured by an interest in
real property which is . . . residential real property" within the meaning of
Code Section 7701(a)(19)(C)(v), and interest income attributable to Grantor
Trust Certificates should be considered to represent "interest on obligations
secured by mortgages on real property" within the meaning of Code Section
856(c)(3)(B), provided that in each case the underlying Mortgage Assets and
interest on such Mortgage Assets qualify for such treatment. Prospective
purchasers to which such characterization of an investment
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in Certificates is material should consult their own tax advisors regarding the
characterization of the Grantor Trust Certificates and the income therefrom.
Grantor Trust Certificates will be "obligation[s] . . . which [are] principally
secured by an interest in real property" within the meaning of Code Section
860G(a)(3).
Grantor Trust Certificates Representing Interests in Loans Other Than ARM
Loans
The OID rules of Code Sections 1271 through 1275 will be applicable to a
Certificateholder's interest in those Mortgage Assets as to which the conditions
for the application of those sections are met. Rules regarding periodic
inclusion of OID in income are applicable to mortgages of corporations
originated after May 27, 1969, mortgages of noncorporate Mortgagors (other than
individuals) originated after July 1, 1982, and mortgages of individuals
originated after March 1, 1984. Under the OID Regulations, such OID could arise
by the charging of points by the originator of the mortgage in an amount greater
than the statutory de minimis exception, including a payment of points that is
currently deductible by the borrower under applicable Code provisions, or under
certain circumstances, by the presence of "teaser" rates on the Mortgage Assets.
OID on each Grantor Trust Certificate must be included in the owner's ordinary
income for federal income tax purposes as it accrues, in accordance with a
constant interest method that takes into account the compounding of interest, in
advance of receipt of the cash attributable to such income. The amount of OID
required to be included in an owner's income in any taxable year with respect to
a Grantor Trust Certificate representing an interest in Mortgage Assets other
than Mortgage Assets with interest rates that adjust periodically ("ARM LOANS")
likely will be computed as described below under "-- Accrual of Original Issue
Discount." The following discussion is based in part on the OID Regulations and
in part on the provisions of the Tax Reform Act of 1986 (the "1986 ACT"). The
OID Regulations generally are effective for debt instruments issued on or after
April 4, 1994, but may be relied upon as authority with respect to debt
instruments, such as the Grantor Trust Certificates, issued after December 21,
1992. Alternatively, proposed Treasury regulations issued December 21, 1992 may
be treated as authority for debt instruments issued after December 21, 1992 and
prior to April 4, 1994, and proposed Treasury regulations issued in 1986 and
1991 may be treated as authority for instruments issued before December 21,
1992. In applying these dates, the issue date of the Mortgage Assets should be
used, or, in the case of Stripped Bond Certificates or Stripped Coupon
Certificates, the date such Certificates are acquired. The holder of a
Certificate should be aware, however, that neither the proposed OID Regulations
nor the OID Regulations adequately address certain issues relevant to prepayable
securities.
Under the Code, the Mortgage Assets underlying the Grantor Trust
Certificate will be treated as having been issued on the date they were
originated with an amount of OID equal to the excess of such Mortgage Asset's
stated redemption price at maturity over its issue price. The issue price of a
Mortgage Asset is generally the amount lent to the mortgagee, which may be
adjusted to take into account certain loan origination fees. The stated
redemption price at maturity of a Mortgage Asset is the sum of all payments to
be made on such Mortgage Asset other than payments that are treated as qualified
stated interest payments. The accrual of this OID, as described below under
"-- Accrual of Original Issue Discount," will, unless otherwise specified in the
related Prospectus Supplement, utilize the original yield to maturity of the
Grantor Trust Certificate calculated based on a reasonable assumed prepayment
rate for the mortgage loans underlying the Grantor Trust Certificates (the
"PREPAYMENT ASSUMPTION"), and will take into account events that occur during
the calculation period. The Prepayment Assumption will be determined in the
manner prescribed by regulations that have not yet been issued. The legislative
history of the 1986 Act (the "LEGISLATIVE HISTORY") provides, however, that the
regulations will require that the Prepayment Assumption be the prepayment
assumption that is used in determining the offering price of such Certificate.
No representation is made that any Certificate will prepay at the Prepayment
Assumption or at any other rate. The prepayment assumption contained in the Code
literally only applies to debt instruments collateralized by other debt
instruments that are subject to prepayment rather than direct ownership
interests in such debt instruments, such as the Certificates represent. However,
no
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other legal authority provides guidance with regard to the proper method for
accruing OID on obligations that are subject to prepayment, and, until further
guidance is issued, the Master Servicer intends to calculate and report OID
under the method described below.
Accrual of Original Issue Discount
Generally, the owner of a Grantor Trust Certificate must include in gross
income the sum of the "daily portions," as defined below, of the OID on such
Grantor Trust Certificate for each day on which it owns such Certificate,
including the date of purchase but excluding the date of disposition. In the
case of an original owner, the daily portions of OID with respect to each
component generally will be determined as set forth under the OID Regulations. A
calculation will be made by the Master Servicer or such other entity specified
in the related Prospectus Supplement of the portion of OID that accrues during
each successive monthly accrual period (or shorter period from the date of
original issue) that ends on the day in the calendar year corresponding to each
of the Distribution Dates on the Grantor Trust Certificates (or the day prior to
each such date). This will be done, in the case of each full month accrual
period, by (i) adding (a) the present value at the end of the accrual period
(determined by using as a discount factor the original yield to maturity of the
respective component under the Prepayment Assumption) of all remaining payments
to be received under the Prepayment Assumption on the respective component and
(b) any payments included in the stated redemption price at maturity received
during such accrual period, and (ii) subtracting from that total the "adjusted
issue price" of the respective component at the beginning of such accrual
period. The adjusted issue price of a Grantor Trust Certificate at the beginning
of the first accrual period is its issue price; the adjusted issue price of a
Grantor Trust Certificate at the beginning of a subsequent accrual period is the
adjusted issue price at the beginning of the immediately preceding accrual
period plus the amount of OID allocable to that accrual period reduced by the
amount of any payment other than a payment of qualified stated interest made at
the end of or during that accrual period. The OID accruing during such accrual
period will then be divided by the number of days in the period to determine the
daily portion of OID for each day in the period. With respect to an initial
accrual period shorter than a full monthly accrual period, the daily portions of
OID must be determined according to an appropriate allocation under any
reasonable method.
OID generally must be reported as ordinary gross income as it accrues under
a constant interest method that takes into account the compounding of interest
as it accrues rather than when received. However, the amount of OID includible
in the income of a holder of an obligation is reduced when the obligation is
acquired after its initial issuance at a price greater than the sum of the
original issue price and the previously accrued OID, less prior payments of
principal. Accordingly, if such Mortgage Assets acquired by a Certificateholder
are purchased at a price equal to the then unpaid principal amount of such
Mortgage Asset, no OID attributable to the difference between the issue price
and the original principal amount of such Mortgage Asset (i.e., points) will be
includible by such holder. Other OID on the Mortgage Assets (e.g., that arising
from a "teaser" rate) would still need to be accrued.
Grantor Trust Certificates Representing Interests in ARM Loans
The OID Regulations do not address the treatment of instruments, such as
the Grantor Trust Certificates, which represent interests in ARM Loans.
Additionally, the IRS has not issued guidance under the Code's coupon stripping
rules with respect to such instruments. In the absence of any authority, the
Master Servicer will report OID on Grantor Trust Certificates attributable to
ARM Loans ("STRIPPED ARM OBLIGATIONS") to holders in a manner it believes is
consistent with the rules described above under "-- Grantor Trust
Funds -- Multiple Classes of Grantor Trust Certificates -- Grantor Trust
Certificates Representing Interests in Loans Other Than ARM Loans" and with the
OID Regulations. In general, application of these rules may require inclusion of
income on a Stripped ARM Obligation in advance of the receipt of cash
attributable to such income. Further, the addition of interest deferred by
reason of negative amortization ("DEFERRED INTEREST") to the principal
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balance of an ARM Loan may require the inclusion of such amount in the income of
the Grantor Trust Certificateholder when such amount accrues. Furthermore, the
addition of Deferred Interest to the Grantor Trust Certificate's principal
balance will result in additional income (including possibly OID income) to the
Grantor Trust Certificateholder over the remaining life of such Grantor Trust
Certificates.
Because the treatment of Stripped ARM Obligations is uncertain, investors
are urged to consult their tax advisors regarding how income will be includible
with respect to such Certificates.
C. SALE OR EXCHANGE OF A GRANTOR TRUST CERTIFICATE
Sale or exchange of a Grantor Trust Certificate prior to its maturity will
result in gain or loss equal to the difference, if any, between the amount
received and the owner's adjusted basis in the Grantor Trust Certificate. Such
adjusted basis generally will equal the seller's purchase price for the Grantor
Trust Certificate, increased by the OID included in the seller's gross income
with respect to the Grantor Trust Certificate, and reduced by principal payments
on the Grantor Trust Certificate previously received by the seller. Such gain or
loss will be capital gain or loss to an owner for which a Grantor Trust
Certificate is a "capital asset" within the meaning of Code Section 1221, and
will be long-term or short-term depending on whether the Grantor Trust
Certificate has been owned for the long-term capital gain holding period
(currently more than one year).
Grantor Trust Certificates will be "evidences of indebtedness" within the
meaning of Code Section 582(c)(1), so that gain or loss recognized from the sale
of a Grantor Trust Certificate by a bank or a thrift institution to which such
section applies will be treated as ordinary income or loss.
D. NON-U.S. PERSONS
Generally, to the extent that a Grantor Trust Certificate evidences
ownership in underlying Mortgage Assets that were issued on or before July 18,
1984, interest or OID paid by the person required to withhold tax under Code
Section 1441 or 1442 to (i) an owner that is not a U.S. Person (as defined
below) or (ii) a Grantor Trust Certificateholder holding on behalf of an owner
that is not a U.S. Person will be subject to federal income tax, collected by
withholding, at a rate of 30% or such lower rate as may be provided for interest
by an applicable tax treaty. Accrued OID recognized by the owner on the sale or
exchange of such a Grantor Trust Certificate also will be subject to federal
income tax at the same rate. Generally, such payments would not be subject to
withholding to the extent that a Grantor Trust Certificate evidences ownership
in Mortgage Assets issued after July 18, 1984, by natural persons if such
Grantor Trust Certificateholder complies with certain identification
requirements (including delivery of a statement, signed by the Grantor Trust
Certificateholder under penalties of perjury, certifying that such Grantor Trust
Certificateholder is not a U.S. Person and providing the name and address of
such Grantor Trust Certificateholder). Additional restrictions apply to Mortgage
Assets where the Mortgagor is not a natural person in order to qualify for the
exemption from withholding.
As used herein, a "U.S. PERSON" means a citizen or resident of the United
States, a corporation or a partnership organized in or under the laws of the
United States or any political subdivision thereof, an estate, the income of
which from sources outside the United States is includible in gross income for
federal income tax purposes regardless of its connection with the conduct of a
trade or business within the United States or a trust if a court within the
United States is able to exercise primary supervision over the administration of
the trust and one or more United States fiduciaries have authority to control
all substantial decisions of the trust.
E. INFORMATION REPORTING AND BACKUP WITHHOLDING
The Master Servicer or Trustee will furnish or make available, within a
reasonable time after the end of each calendar year, to each person who was a
Certificateholder at any time during such year, such information as may be
deemed necessary or desirable to assist Certificateholders in preparing
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their federal income tax returns, or to enable holders to make such information
available to beneficial owners or financial intermediaries that hold such
Certificates as nominees on behalf of beneficial owners. If a holder, beneficial
owner, financial intermediary or other recipient of a payment on behalf of a
beneficial owner fails to supply a certified taxpayer identification number or
if the Secretary of the Treasury determines that such person has not reported
all interest and dividend income required to be shown on its federal income tax
return, 31% backup withholding may be required with respect to any payments. Any
amounts deducted and withheld from a distribution to a recipient would be
allowed as a credit against such recipient's federal income tax liability.
REMICS
The Trust Fund relating to a Series of Certificates may elect to be treated
as a REMIC. Qualification as a REMIC requires ongoing compliance with certain
conditions. The REMIC must fulfill an asset test, which requires that no more
than a de minimis amount of the assets of the REMIC, as of the close of the
third calendar month beginning after the "STARTUP DAY" (which for purposes of
this discussion is the date of issuance of the Certificates by the REMIC (the
"REMIC CERTIFICATES") and at all times thereafter, may consist of assets other
than "qualified mortgages" and "permitted investments." The REMIC Regulations
provide a "safe harbor" pursuant to which the de minimis requirement will be met
if at all times the aggregate adjusted basis of any nonqualified assets (i.e.,
assets other than qualified mortgages and permitted investments) is less than 1%
of the aggregate adjusted basis of all the REMIC's assets. Although a REMIC is
not generally subject to federal income tax (see, however "-- REMICs -- Taxation
of Owners of REMIC Residual Certificates" and "-- Prohibited Transactions and
Other Taxes" below), if a Trust Fund with respect to which a REMIC election is
made fails to comply with one or more of the ongoing requirements of the Code
for REMIC status during any taxable year, including the implementation of
restrictions on the purchase and transfer of the residual interests in a REMIC
as described below under "-- REMICs -- Taxation of Owners of REMIC Residual
Certificates," the Code provides that a Trust Fund will not be treated as a
REMIC for such year and thereafter. In that event, the classification of the
REMIC for federal income tax purposes is uncertain. The REMIC might be entitled
to treatment as a grantor trust under the rules described above under
"-- Grantor Trust Funds". In that case, no entity-level tax would be imposed on
the REMIC. Alternatively, the REMIC Regular Certificates may continue to be
treated as debt instruments for federal income tax purposes; but the REMIC pool
could be treated as a taxable mortgage pool (a "TMP"). If the REMIC is treated
as a TMP, any residual income of the REMIC (i.e., income from the Mortgage Loans
less interest and OID expense allocable to the REMIC Regular Certificates and
any administrative expenses of the REMIC) would be subject to corporate income
tax at the REMIC level. If such entity is taxable as a separate corporation, the
related Certificates may not be accorded the status or given the tax treatment
described below. While the Code authorizes the Treasury Department to issue
regulations providing relief in the event of an inadvertent termination of the
status of a trust fund as a REMIC, no such regulations have been issued. Any
such relief, moreover, may be accompanied by sanctions, such as the imposition
of a corporate tax on all or a portion of the REMIC's income for the period in
which the requirements for such status are not satisfied. With respect to each
Trust Fund that elects REMIC status, Andrews & Kurth L.L.P. will deliver its
opinion generally to the effect that, under then existing law and assuming
compliance with all provisions of the related Pooling and Servicing Agreement,
such Trust Fund will qualify as a REMIC, and the related Certificates will be
considered to be REMIC Regular Certificates or REMIC Residual Certificates in
the REMIC. The related Prospectus Supplement for each Series of Certificates
will indicate whether the Trust Fund will make a REMIC election and whether a
class of Certificates will be treated as a regular or residual interest in the
REMIC.
A "qualified mortgage" for REMIC purposes is any obligation (including
certificates of participation in such an obligation) that is principally secured
by an interest in real property and that is transferred to the REMIC within a
prescribed time period in exchange for regular or residual interests in the
REMIC.
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In general, with respect to each Series of Certificates for which a REMIC
election is made, (i) Certificates held by a thrift institution taxed as a
"domestic building and loan association" will constitute assets described in
Code Section 7701(a)(19)(C); (ii) Certificates held by a real estate investment
trust will constitute "real estate assets" within the meaning of Code Section
856(c)(6)(B); and (iii) interest on Certificates held by a real estate
investment trust will be considered "interest on obligations secured by
mortgages on real property" within the meaning of Code Section 856(c)(3)(B). If
less than 95% of the REMIC's assets are assets qualifying under any of the
foregoing Code sections, the Certificates will be qualifying assets only to the
extent that the REMIC's assets are qualifying assets. In addition, payments on
Mortgage Assets held pending distribution on the REMIC Certificates will be
considered to be "real estate assets" for purposes of Code Section 856(c).
Tiered REMIC Structures. For certain Series of Certificates, two separate
elections may be made to treat designated portions of the related Trust Fund as
REMICs (respectively, the "SUBSIDIARY REMIC" and the "MASTER REMIC") for federal
income tax purposes. Upon the issuance of any such Series of Certificates,
Andrews & Kurth L.L.P., counsel to the Depositor, will deliver its opinion
generally to the effect that, assuming compliance with all provisions of the
related Agreement, the Master REMIC as well as any Subsidiary REMIC will each
qualify as a REMIC, and the REMIC Certificates issued by the Master REMIC and
the Subsidiary REMIC, respectively, will be considered to evidence ownership of
REMIC Regular Certificates or REMIC Residual Certificates in the related REMIC
within the meaning of the REMIC provisions.
Only REMIC Certificates, other than the residual interest in the Subsidiary
REMIC, issued by the Master REMIC will be offered hereunder. The Subsidiary
REMIC and the Master REMIC will be treated as one REMIC solely for purposes of
determining whether the REMIC Certificates will be (i) "real estate assets"
within the meaning of Section 856(c)(6)(B) of the Code; (ii) "loans secured by
an interest in real property" under Section 7701(a)(19)(C) of the Code; and
(iii) whether the income on such Certificates is interest described in Section
856(c)(3)(B) of the Code. Moreover, the REMIC Regulations provide that, for
purposes of Code Section 856(c)(5)(A), payments of principal and interest on the
mortgage loans that are reinvested pending distribution to holders of REMIC
Certificates constitute qualifying assets for such entities. Where two REMIC
Pools are part of a tiered structure they will be treated as one REMIC for
purposes of the test described above respecting asset ownership of more or less
than 95%. Notwithstanding the foregoing, however, REMIC income received by a
real estate investment trust ("REIT") owning a residual interest in a REMIC
could be treated in part as non-qualifying REIT income if the REMIC holds
mortgage loans with respect to which income is contingent on mortgagor profits
or property appreciation. In addition, if the assets of the REMIC include
buy-own mortgage loans, it is possible that the percentage of such assets
constituting "qualifying real property loans" or "loans . . . secured by an
interest in real property" for purposes of Code Section 7701(a)(19)(C)(v), may
be required to be reduced by the amount of the related buy-down funds. REMIC
Certificates held by a regulated investment company will not constitute
"government securities" within the meaning of Code Section 851(b)(4)(A)(i).
REMIC Certificates held by certain financial institutions will constitute an
"evidence of indebtedness" within the meaning of Code Section 582(c)(1).
However, REMIC Regular Certificates acquired by another REMIC on its Startup Day
in exchange for regular or residual interests in the REMIC will constitute
"qualified mortgages" within the meaning of Code Section 860G(a)(3).
A. TAXATION OF OWNERS OF REMIC REGULAR CERTIFICATES
General. Except as otherwise stated in this discussion, REMIC Regular
Certificates will be treated for federal income tax purposes as debt instruments
issued by the REMIC and not as ownership interests in the REMIC or its assets.
In general, interest and OID on a REMIC Regular Certificate will be treated as
ordinary income to a holder of the REMIC Regular Certificate (a "REMIC REGULAR
CERTIFICATEHOLDER") as they accrue, and principal payments on a REMIC Regular
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Certificate will be treated as a return of capital to the extent of the REMIC
Regular Certificateholder's basis in the REMIC Regular Certificate allocable
thereto. Moreover, holders of REMIC Regular Certificates that otherwise report
income under a cash method of accounting will be required to report income with
respect to REMIC Regular Certificates under an accrual method.
Original Issue Discount and Premium. The REMIC Regular Certificates may be
issued with OID. Generally, such OID, if any, will equal the difference between
the "stated redemption price at maturity" of a REMIC Regular Certificate and its
"issue price." Holders of any class of Certificates issued with OID will be
required to include such OID in gross income for federal income tax purposes as
it accrues, in accordance with a constant interest method based on the
compounding of interest as it accrues rather than in accordance with receipt of
the interest payments. The following discussion is based in part on the OID
Regulations and in part on the provisions of the 1986 Act. REMIC Regular
Certificateholders should be aware, however, that the OID Regulations do not
adequately address certain issues relevant to prepayable securities, such as the
REMIC Regular Certificates.
Rules governing OID are set forth in Code Sections 1271 through 1273 and
1275. These rules require that the amount and rate of accrual of OID be
calculated based on the Prepayment Assumption and the anticipated reinvestment
rate, if any, relating to the REMIC Regular Certificates and prescribe a method
for adjusting the amount and rate of accrual of such discount where the actual
prepayment rate differs from the Prepayment Assumption. Under the Code, the
Prepayment Assumption must be determined in the manner prescribed by
regulations, which regulations have not yet been issued. The Legislative History
provides, however, that Congress intended the regulations to require that the
Prepayment Assumption be the prepayment assumption that is used in determining
the initial offering price of such REMIC Regular Certificates. The Prospectus
Supplement for each Series of REMIC Regular Certificates will specify the
Prepayment Assumption to be used for the purpose of determining the amount and
rate of accrual of OID. No representation is made that the REMIC Regular
Certificates will prepay at the Prepayment Assumption or at any other rate.
Moreover, the OID Regulations include an anti-abuse rule allowing the IRS to
apply or depart from the OID Regulations where necessary or appropriate to
ensure a reasonable tax result in light of the applicable statutory provisions.
A tax result will not be considered unreasonable under the anti-abuse rule in
the absence of a substantial effect on the present value of a taxpayer's tax
liability. Investors are advised to consult their own tax advisors as to the
discussion herein and the appropriate method for reporting interest and original
issue discount with respect to the REMIC Regular Certificates.
In general, each REMIC Regular Certificate will be treated as a single
installment obligation issued with an amount of OID equal to the excess of its
"stated redemption price at maturity" over its "issue price." The issue price of
a REMIC Regular Certificate is the first price at which a substantial amount of
REMIC Regular Certificates of that class are first sold to the public (excluding
bond houses, brokers, underwriters or wholesalers). If less than a substantial
amount of a particular class of REMIC Regular Certificates is sold for cash on
or prior to the date of their initial issuance (the "CLOSING DATE"), the issue
price for such class will be treated as the fair market value of such class on
the Closing Date. The issue price of a REMIC Regular Certificate also includes
the amount paid by an initial Certificateholder for accrued interest that
relates to a period prior to the issue date of the REMIC Regular Certificate.
The stated redemption price at maturity of a REMIC Regular Certificate includes
the original principal amount of the REMIC Regular Certificate, but generally
will not include distributions of interest if such distributions constitute
"qualified stated interest." Qualified stated interest generally means interest
payable at a single fixed rate or qualified variable rate (as described below)
provided that such interest payments are unconditionally payable at intervals of
one year or less during the entire term of the REMIC Regular Certificate.
Interest is payable at a single fixed rate only if the rate appropriately takes
into account the length of the interval between payments. Distributions of
interest on REMIC Regular Certificates with respect to which Deferred Interest
will accrue will not constitute qualified stated interest payments, and the
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stated redemption price at maturity of such REMIC Regular Certificates includes
all distributions of interest as well as principal thereon.
Where the interval between the issue date and the first Distribution Date
on a REMIC Regular Certificate is longer than the interval between subsequent
Distribution Dates, the greater of any OID (disregarding the rate in the first
period) and any interest foregone during the first period is treated as the
amount by which the stated redemption price at maturity of the Certificate
exceeds its issue price for purposes of the de minimis rule described below. The
OID Regulations suggest that all interest on a long first period REMIC Regular
Certificate that is issued with non-de minimis OID, as determined under the
foregoing rule, will be treated as OID. Where the interval between the issue
date and the first Distribution Date on a REMIC Regular Certificate is shorter
than the interval between subsequent Distribution Dates, interest due on the
first Distribution Date in excess of the amount that accrued during the first
period would be added to the Certificates, stated redemption price at maturity.
REMIC Regular Certificateholders should consult their own tax advisors to
determine the issue price and stated redemption price at maturity of a REMIC
Regular Certificate.
Under the de minimis rule, OID on a REMIC Regular Certificate will be
considered to be zero if such OID is less than 0.25% of the stated redemption
price at maturity of the REMIC Regular Certificate multiplied by the weighted
average maturity of the REMIC Regular Certificate. For this purpose, the
weighted average maturity of the REMIC Regular Certificate is computed as the
sum of the amounts determined by multiplying the number of full years (i.e.,
rounding down partial years) from the issue date until each distribution in
reduction of stated redemption price at maturity is scheduled to be made by a
fraction, the numerator of which is the amount of each distribution included in
the stated redemption price at maturity of the REMIC Regular Certificate and the
denominator of which is the stated redemption price at maturity of the REMIC
Regular Certificate. Although currently unclear, it appears that the schedule of
such distributions should be determined in accordance with the Prepayment
Assumption. The Prepayment Assumption with respect to a Series of REMIC Regular
Certificates will be set forth in the related Prospectus Supplement. Holders
generally must report de minimis OID pro rata as principal payments are
received, and such income will be capital gain if the REMIC Regular Certificate
is held as a capital asset. However, accrual method holders may elect to accrue
all de minimis OID as well as market discount under a constant interest method.
The Prospectus Supplement with respect to a Trust Fund may provide for
certain REMIC Regular Certificates to be issued at prices significantly
exceeding their principal amounts or based on notional principal balances (the
"SUPER-PREMIUM CERTIFICATES"). The income tax treatment of such REMIC Regular
Certificates is not entirely certain. For information reporting purposes, the
Trust Fund intends to take the position that the stated redemption price at
maturity of such REMIC Regular Certificates is the sum of all payments to be
made on such REMIC Regular Certificates determined under the Prepayment
Assumption, with the result that such REMIC Regular Certificates would be issued
with OID. The calculation of income in this manner could result in negative OID
(which delays future accruals of OID rather than being immediately deductible)
when prepayments on the Mortgage Assets exceed those estimated under the
Prepayment Assumption. If the Super Premium Certificates were treated as
contingent payment obligations, it is unclear how holders of those Certificates
would report income or recover their basis. The OID Regulations, as they relate
to the treatment of contingent interest, are by their terms not applicable to
Regular Certificates. However, if final regulations dealing with contingent
interest with respect to Regular Certificates apply the same principles as the
OID Regulations, such regulations may lead to different timing of income
inclusion and different characterization of any gain on the sale of a
Super-Premium Certificate than discussed above. In the alternative, the IRS
could assert that the stated redemption price at maturity of such REMIC Regular
Certificates should be limited to their principal amount (subject to the
discussion below under "-- REMICs -- Taxation of Owners of REMIC Regular
Certificates -- Accrued Interest Certificates"), so that such REMIC Regular
Certificates would be considered for federal income tax purposes to be issued at
a premium. If such a position were to
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prevail, the rules described below under "-- REMICs -- Taxation of Owners of
REMIC Regular Certificates -- Premium" would apply. It is unclear when a loss
may be claimed for any unrecovered basis for a Super-Premium Certificate. It is
possible that a holder of a Super-Premium Certificate may only claim a loss when
its remaining basis exceeds the maximum amount of future payments, assuming no
further prepayments or when the final payment is received with respect to such
Super-Premium Certificate. Investors should consult their tax advisors regarding
the appropriate treatment of Super-Premium Certificates.
Under the REMIC Regulations, if the issue price of a REMIC Regular
Certificate (other than a REMIC Regular Certificate based on a notional amount)
does not exceed 125% of its actual principal amount, the interest rate is not
considered disproportionately high. Accordingly, such REMIC Regular Certificate
generally should not be treated as a Super-Premium Certificate and the rules
described below under "-- REMICs -- Taxation of Owners of REMIC Regular
Certificates -- Premium" should apply. However, it is possible that holders of
REMIC Regular Certificates issued at a premium, even if the premium is less than
25% of such Certificate's actual principal balance, will be required to amortize
the premium under an OID method or contingent interest method even though no
election under Code Section 171 is made to amortize such premium.
Generally, a REMIC Regular Certificateholder must include in gross income
the "daily portions," as determined below, of the OID that accrues on a REMIC
Regular Certificate for each day a Certificateholder holds the REMIC Regular
Certificate, including the purchase date but excluding the disposition date. In
the case of an original holder of a REMIC Regular Certificate, a calculation
will be made of the portion of the OID that accrues during each successive
period ("an accrual period") that ends on the day in the calendar year
corresponding to a Distribution Date (or if Distribution Dates are on the first
day or first business day of the immediately preceding month, interest may be
treated as payable on the last day of the immediately preceding month) and
begins on the day after the end of the immediately preceding accrual period (or
on the issue date in the case of the first accrual period). This will be done,
in the case of each full accrual period, by (i) adding (a) the present value at
the end of the accrual period (determined by using as a discount factor the
original yield to maturity of the REMIC Regular Certificates as calculated under
the Prepayment Assumption) of all remaining payments to be received on the REMIC
Regular Certificates under the Prepayment Assumption and (b) any payments
included in the stated redemption price at maturity received during such accrual
period, and (ii) subtracting from that total the adjusted issue price of the
REMIC Regular Certificates at the beginning of such accrual period. The adjusted
issue price of a REMIC Regular Certificate at the beginning of the first accrual
period is its issue price; the adjusted issue price of a REMIC Regular
Certificate at the beginning of a subsequent accrual period is the adjusted
issue price at the beginning of the immediately preceding accrual period plus
the amount of OID allocable to that accrual period and reduced by the amount of
any payment other than a payment of qualified stated interest made at the end of
or during that accrual period. The OID accrued during an accrual period will
then be divided by the number of days in the period to determine the daily
portion of OID for each day in the accrual period. The calculation of OID under
the method described above will cause the accrual of OID to either increase or
decrease (but never below zero) in a given accrual period to reflect the fact
that prepayments are occurring faster or slower than under the Prepayment
Assumption. With respect to an initial accrual period shorter than a full
accrual period, the daily portions of OID may be determined according to an
appropriate allocation under any reasonable method.
A subsequent purchaser of a REMIC Regular Certificate issued with OID who
purchases the REMIC Regular Certificate at a cost less than the remaining stated
redemption price at maturity will also be required to include in gross income
the sum of the daily portions of OID on that REMIC Regular Certificate. In
computing the daily portions of OID for such a purchaser (as well as an initial
purchaser that purchases at a price higher than the adjusted issue price but
less than the stated redemption price at maturity), however, the daily portion
is reduced by the amount that would be the daily portion for such day (computed
in accordance with the rules set forth above) multiplied by a
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fraction, the numerator of which is the amount, if any, by which the price paid
by such holder for that REMIC Regular Certificate exceeds the following amount:
(a) the sum of the issue price plus the aggregate amount of OID that would have
been includible in the gross income of an original REMIC Regular
Certificateholder (who purchased the REMIC Regular Certificate at its issue
price), less (b) any prior payments included in the stated redemption price at
maturity, and the denominator of which is the sum of the daily portions for that
REMIC Regular Certificate for all days beginning on the date after the purchase
date and ending on the maturity date computed under the Prepayment Assumption. A
holder who pays an acquisition premium instead may elect to accrue OID by
treating the purchase as a purchase at original issue.
Variable Rate REMIC Regular Certificates. REMIC Regular Certificates may
provide for interest based on a variable rate. Interest based on a variable rate
will constitute qualified stated interest and not contingent interest if,
generally, (i) such interest is unconditionally payable at least annually, (ii)
the issue price of the debt instrument does not exceed the total noncontingent
principal payments and (iii) interest is based on a "qualified floating rate,"
an "objective rate," a combination of a single fixed rate and one or more
"qualified floating rates," one "qualified inverse floating rate," or a
combination of "qualified floating rates" that do not operate in a manner that
significantly accelerates or defers interest payments on such REMIC Regular
Certificate.
The amount of OID with respect to a REMIC Regular Certificate bearing a
variable rate of interest will accrue in the manner described above under
"-- REMICs -- Taxation of Owners of REMIC Regular Certificates -- Original Issue
Discount and Premium" by assuming generally that the index used for the variable
rate will remain fixed throughout the term of the Certificate. Appropriate
adjustments are made for the actual variable rate.
Although unclear at present, the Depositor intends to treat interest on a
REMIC Regular Certificate that is a weighted average of the net interest rates
on Mortgage Loans as qualified stated interest.
In such case, the weighted average rate used to compute the initial
pass-through rate on the REMIC Regular Certificates will be deemed to be the
index in effect through the life of the REMIC Regular Certificates. It is
possible, however, that the IRS may treat some or all of the interest on REMIC
Regular Certificates with a weighted average rate as taxable under the rules
relating to obligations providing for contingent payments. Such treatment may
effect the timing of income accruals on such REMIC Regular Certificates.
Election to Treat All Interest as OID. The OID Regulations permit a
Certificateholder to elect to accrue all interest, discount (including de
minimis market or OID) and premium in income as interest, based on a constant
yield method. If such an election were to be made with respect to a REMIC
Regular Certificate with market discount, the Certificateholder would be deemed
to have made an election to include in income currently market discount with
respect to all other debt instruments having market discount that such
Certificateholder acquires during the year of the election or thereafter.
Similarly, a Certificateholder that makes this election for a Certificate that
is acquired at a premium will be deemed to have made an election to amortize
bond premium with respect to all debt instruments having amortizable bond
premium that such Certificateholder owns or acquires. See "-- REMICs -- Taxation
of Owners of REMIC Regular Certificates -- Premium" below. The election to
accrue interest, discount and premium on a constant yield method with respect to
a Certificate is irrevocable except with the approval of the IRS.
Market Discount. A purchaser of a REMIC Regular Certificate may also be
subject to the market discount provisions of Code Sections 1276 through 1278.
Under these provisions and the OID Regulations, "market discount" equals the
excess, if any, of (i) the REMIC Regular Certificate's stated principal amount
or, in the case of a REMIC Regular Certificate with OID, the adjusted issue
price (determined for this purpose as if the purchaser had purchased such REMIC
Regular Certificate from an original holder) over (ii) the price for such REMIC
Regular Certificate paid by the purchaser. A Certificateholder that purchases a
REMIC Regular Certificate at a market discount
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will recognize income upon receipt of each distribution representing amounts
included in such certificate's stated redemption price at maturity. In
particular, under Section 1276 of the Code such a holder generally will be
required to allocate each such distribution first to accrued market discount not
previously included in income, and to recognize ordinary income to that extent,
regardless of whether the holder is a cash-basis or an accrual basis taxpayer. A
Certificateholder may elect to include market discount in income currently as it
accrues rather than including it on a deferred basis in accordance with the
foregoing. If made, such election will apply to all market discount bonds
acquired by such Certificateholder on or after the first day of the first
taxable year to which such election applies.
Market discount with respect to a REMIC Regular Certificate will be
considered to be zero if the amount allocable to the REMIC Regular Certificate
is less than 0.25% of such REMIC Regular Certificate's stated redemption price
at maturity multiplied by such REMIC Regular Certificate's weighted average
maturity remaining after the date of purchase. If market discount on a REMIC
Regular Certificate is considered to be zero under this rule, the actual amount
of market discount must be allocated to the remaining principal payments on the
REMIC Regular Certificate, and gain equal to such allocated amount will be
recognized when the corresponding principal payment is made. Treasury
regulations implementing the market discount rules have not yet been issued;
therefore, investors should consult their own tax advisors regarding the
application of these rules and the advisability of making any of the elections
allowed under Code Sections 1276 through 1278.
The Code provides that any principal payment (whether a scheduled payment
or a prepayment) or any gain on disposition of a market discount bond acquired
by the taxpayer after October 22, 1986, shall be treated as ordinary income to
the extent that it does not exceed the accrued market discount at the time of
such payment. The amount of accrued market discount for purposes of determining
the tax treatment of subsequent principal payments or dispositions of the market
discount bond is to be reduced by the amount so treated as ordinary income.
The Code also grants authority to the Treasury Department to issue
regulations providing for the computation of accrued market discount on debt
instruments, the principal of which is payable in more than one installment.
Until such time as regulations are issued by the Treasury, rules described in
the Legislative History will apply. Under those rules, the holder of a market
discount bond may elect to accrue market discount either on the basis of a
constant interest method rate or according to one of the following methods. For
REMIC Regular Certificates issued with OID, the amount of market discount that
accrues during a period is equal to the product of (i) the total remaining
market discount and (ii) a fraction, the numerator of which is the OID accruing
during the period and the denominator of which is the total remaining OID at the
beginning of the period. For REMIC Regular Certificates issued without OID, the
amount of market discount that accrues during a period is equal to the product
of (a) the total remaining market discount and (b) a fraction, the numerator of
which is the amount of stated interest paid during the accrual period and the
denominator of which is the total amount of stated interest remaining to be paid
at the beginning of the period. For purposes of calculating market discount
under any of the above methods in the case of instruments (such as the REMIC
Regular Certificates) that provide for payments that may be accelerated by
reason of prepayments of other obligations securing such instruments, the same
Prepayment Assumption applicable to calculating the accrual of OID will apply.
A holder who acquired a REMIC Regular Certificate at a market discount also
may be required to defer a portion of the excess of the interest paid or
incurred for the taxable year attributable to any indebtedness incurred or
continued to purchase or carry such Certificate purchased with market discount
over the interest distributable thereon. For these purposes, the de minimis rule
referred to above applies. Any such deferred excess interest expense would not
exceed the market discount that accrues during such taxable year and is, in
general, allowed as a deduction not later than the year in which such market
discount is includible in income. The amount of any remaining deferred deduction
is to be taken into account in the taxable year in which the Certificate matures
or is disposed of in a taxable transaction. In the case of a disposition in
which gain or loss is not
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recognized in whole or in part, any remaining deferred deduction will be allowed
to the extent of gain recognized on the disposition. If such holder elects to
include market discount in income currently as it accrues on all market discount
instruments acquired by such holder in that taxable year or thereafter, the
interest deferral rule described above will not apply.
Premium. A purchaser of a REMIC Regular Certificate that purchases the
REMIC Regular Certificate at a cost (not including accrued qualified stated
interest) greater than its remaining stated redemption price at maturity will be
considered to have purchased the REMIC Regular Certificate at a premium and may
elect to amortize such premium under a constant yield method. A
Certificateholder that makes this election for a Certificate that is acquired at
a premium will be deemed to have made an election to amortize bond premium with
respect to all debt instruments having amortizable bond premium that such
Certificateholder holds during the year of the election or thereafter. It is not
clear whether the Prepayment Assumption would be taken into account in
determining the life of the REMIC Regular Certificate for this purpose. However,
the Legislative History states that the same rules that apply to accrual of
market discount (which rules require use of a Prepayment Assumption in accruing
market discount with respect to REMIC Regular Certificates without regard to
whether such Certificates have OID) will also apply in amortizing bond premium
under Code Section 171. The Code provides that amortizable bond premium will be
allocated among the interest payments on such REMIC Regular Certificates and
will be applied as an offset against such interest payment.
Deferred Interest. Certain classes of REMIC Regular Certificates may
provide for the accrual of Deferred Interest with respect to one or more ARM
Loans. Any Deferred Interest that accrues with respect to a class of REMIC
Regular Certificates will constitute income to the holders of such Certificates
prior to the time distributions of cash with respect to such Deferred Interest
are made. It is unclear, under the OID Regulations, whether any of the interest
on such Certificates will constitute qualified stated interest or whether all or
a portion of the interest payable on such Certificates must be included in the
stated redemption price at maturity of the Certificates and accounted for as OID
(which could accelerate such inclusion). Interest on REMIC Regular Certificates
must in any event be accounted for under an accrual method by the holders of
such Certificates and, therefore, applying the latter analysis may result only
in a slight difference in the timing of the inclusion in income of interest on
such REMIC Regular Certificates.
Effects of Defaults and Delinquencies. Certain Series of Certificates may
contain one or more classes of Subordinated Certificates, and in the event there
are defaults or delinquencies on the Mortgage Assets, amounts that would
otherwise be distributed on the Subordinated Certificates may instead be
distributed on the Senior Certificates. Subordinated Certificateholders
nevertheless will be required to report income with respect to such Certificates
under an accrual method without giving effect to delays and reductions in
distributions on such Subordinated Certificates attributable to defaults and
delinquencies on the Mortgage Assets, except to the extent that it can be
established that such amounts are uncollectible. As a result, the amount of
income reported by a Subordinated Certificateholder in any period could
significantly exceed the amount of cash distributed to such holder in that
period. The holder will eventually be allowed a loss (or will be allowed to
report a lesser amount of income) to the extent that the aggregate amount of
distributions on the Subordinated Certificate is reduced as a result of defaults
and delinquencies on the Mortgage Assets. Timing and characterization of such
losses is discussed in "-- REMICs -- Taxation of Owners of REMIC Regular
Certificates -- Treatment of Realized Losses" below.
Sale, Exchange or Redemption. If a REMIC Regular Certificate is sold,
exchanged, redeemed or retired, the seller will recognize gain or loss equal to
the difference between the amount realized on the sale, exchange, redemption, or
retirement and the seller's adjusted basis in the REMIC Regular Certificate.
Such adjusted basis generally will equal the cost of the REMIC Regular
Certificate to the seller, increased by any OID and market discount included in
the seller's gross income with respect to the REMIC Regular Certificate, and
reduced (but not below zero) by payments included in the stated redemption price
at maturity previously received by the seller and by any amortized premium.
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Similarly, a holder who receives a payment that is part of the stated redemption
price at maturity of a REMIC Regular Certificate will recognize gain equal to
the excess, if any, of the amount of the payment over the holder's adjusted
basis in the REMIC Regular Certificate. A REMIC Regular Certificateholder who
receives a final payment that is less than the holder's adjusted basis in the
REMIC Regular Certificate will generally recognize a loss. Except as provided in
the following paragraph and as provided under "-- REMICs -- Taxation of Owners
of REMIC Regular Certificates -- Market Discount" above, any such gain or loss
will be capital gain or loss, provided that the REMIC Regular Certificate is
held as a "capital asset" (generally, property held for investment) within the
meaning of Code Section 1221.
Gain from the sale or other disposition of a REMIC Regular Certificate that
might otherwise be capital gain will be treated as ordinary income (i) if a
REMIC Regular Certificate is held as part of a "conversion transaction" as
defined in Code Section 1258(c), up to the amount of interest that would have
accrued on the REMIC Regular Certificateholder's net investment in the
conversion transaction at 120% of the appropriate applicable Federal rate under
Code Section 1274(d) in effect at the time the taxpayer entered into the
transaction minus any amount previously treated as ordinary income with respect
to any prior disposition of property that was held as part of such transaction,
(ii) in the case of a non-corporate taxpayer, to the extent such taxpayer has
made an election under Code Section 163(d)(4) to have net capital gains taxes as
investment income at ordinary income rates, or (iii) in the case of a REMIC
Regular Certificate to the extent of the excess, if any, of (a) the amount that
would have been includible in the holder's income if the yield on such REMIC
Regular Certificate had equaled 110% of the "applicable Federal rate" under
Section 1274(d) of the Code as of the beginning of such holder's holding period
over (b) the amount of ordinary income actually recognized by the holder with
respect to such REMIC Regular Certificate.
The Certificates will be "evidences of indebtedness" within the meaning of
Code Section 582(c)(1), so that gain or loss recognized from the sale of a REMIC
Regular Certificate by a bank or a thrift institution to which such Section
applies will be ordinary income or loss.
The REMIC Regular Certificate information reports will include a statement
of the adjusted issue price of the REMIC Regular Certificate at the beginning of
each accrual period. In addition, the reports will include information necessary
to compute the accrual of any market discount that may arise upon secondary
trading of REMIC Regular Certificates. Because exact computation of the accrual
of market discount on a constant yield method would require information relating
to the holder's purchase price which the REMIC may not have, it appears that the
information reports will only require information pertaining to the appropriate
proportionate method of accruing market discount.
Accrued Interest Certificates. Certain of the REMIC Regular Certificates
("PAYMENT LAG CERTIFICATES") may provide for payments of interest based on a
period that corresponds to the interval between Distribution Dates but that ends
prior to each such Distribution Date. The period between the Closing Date for
Payment Lag Certificates and their first Distribution Date may or may not exceed
such interval. Purchasers of Payment Lag Certificates for which the period
between the Closing Date and the first Distribution Date does not exceed such
interval could pay upon purchase of the REMIC Regular Certificates accrued
interest in excess of the accrued interest that would be paid if the interest
paid on the Distribution Date were interest accrued from Distribution Date to
Distribution Date. If a portion of the initial purchase price of a REMIC Regular
Certificate is allocable to interest that has accrued prior to the issue date
("preissuance accrued interest") and the REMIC Regular Certificate provides for
a payment of stated interest on the first payment date (and the first payment
date is within one year of the issue date) that equals or exceeds the amount of
the pre-issuance accrued interest, then the REMIC Regular Certificates' issue
price may be computed by subtracting from the issue price the amount of
pre-issuance accrued interest, rather than as an amount payable on the REMIC
Regular Certificate. However, it is unclear under this method how the OID
Regulations treat interest on Payment Lag Certificates. Therefore, in the case
of a Payment Lag Certificate, the Trust Fund intends to include accrued interest
in the issue price and report interest
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payments made on the first Distribution Date as interest to the extent such
payments represent interest for the number of days that the Certificateholder
has held such Payment Lag Certificate during the first accrual period.
Investors should consult their own tax advisors concerning the treatment
for federal income tax purposes of Payment Lag Certificates.
Non-Interest Expenses of the REMIC. Under temporary Treasury regulations,
if the REMIC is considered to be a "single-class REMIC," a portion of the
REMIC's servicing, administrative and other non-interest expenses will be
allocated as a separate item to those REMIC Regular Certificateholders that are
"pass-through interest holders." Certificateholders that are pass-through
interest holders should consult their own tax advisors about the impact of these
rules on an investment in the REMIC Regular Certificates. See
"-- REMICs -- Taxation of Owners of REMIC Residual Certificates -- Pass-Through
of Non-Interest Expenses of the REMIC" below.
Treatment of Realized Losses. Although not entirely clear, it appears that
holders of REMIC Regular Certificates that are corporations should in general be
allowed to deduct as an ordinary loss any loss sustained during the taxable year
on account of any such Certificates becoming wholly or partially worthless, and
that, in general, holders of Certificates that are not corporations should be
allowed to deduct as a short-term capital loss any loss sustained during the
taxable year on account of any such Certificates becoming wholly worthless.
Although the matter is not entirely clear, non-corporate holders of Certificates
may be allowed a bad debt deduction at such time that the principal balance of
any such Certificate is reduced to reflect realized losses resulting from any
liquidated Mortgage Assets. The Internal Revenue Service, however, could take
the position that non-corporate holders will be allowed a bad debt deduction to
reflect realized losses only after all Mortgage Assets remaining in the related
Trust Fund have been liquidated or the Certificates of the related Series have
been otherwise retired. Potential investors and holders of the Certificates are
urged to consult their own tax advisors regarding the appropriate timing, amount
and character of any loss sustained with respect to such Certificates, including
any loss resulting from the failure to recover previously accrued interest or
discount income. Special loss rules are applicable to banks and thrift
institutions, including rules regarding reserves for bad debts. Such taxpayers
are advised to consult their tax advisors regarding the treatment of losses on
Certificates.
Non-U.S. Persons. Generally, payments of interest (including any payment
with respect to accrued OID) on the REMIC Regular Certificates to a REMIC
Regular Certificateholder who is not a U.S. Person and is not engaged in a trade
or business within the United States will not be subject to federal withholding
tax if (i) such REMIC Regular Certificateholder does not actually or
constructively own 10 percent or more of the combined voting power of all
classes of equity in the Issuer; (ii) such REMIC Regular Certificateholder is
not a controlled foreign corporation (within the meaning of Code Section 957)
related to the Issuer; and (iii) such REMIC Regular Certificateholder complies
with certain identification requirements (including delivery of a statement,
signed by the REMIC Regular Certificateholder under penalties of perjury,
certifying that such REMIC Regular Certificateholder is a foreign person and
providing the name and address of such REMIC Regular Certificateholder). If a
REMIC Regular Certificateholder is not exempt from withholding, distributions of
interest to such holder, including distributions in respect of accrued OID, may
be subject to a 30% withholding tax, subject to reduction under any applicable
tax treaty.
Further, a REMIC Regular Certificate will not be included in the estate of
a non-resident alien individual and will not be subject to United States estate
taxes. However, Certificateholders who are non-resident alien individuals should
consult their tax advisors concerning this question.
REMIC Regular Certificateholders who are not U.S. Persons and persons
related to such holders should not acquire any REMIC Residual Certificates, and
holders of REMIC Residual Certificates (the "REMIC RESIDUAL CERTIFICATEHOLDER")
and persons related to REMIC Residual Certificateholders should not acquire any
REMIC Regular Certificates without consulting their tax advisors as to the
possible adverse tax consequences of doing so.
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Information Reporting and Backup Withholding. The Master Servicer will
furnish or make available, within a reasonable time after the end of each
calendar year, to each person who was a REMIC Regular Certificateholder at any
time during such year, such information as may be deemed necessary or desirable
to assist REMIC Regular Certificateholders in preparing their federal income tax
returns, or to enable holders to make such information available to beneficial
owners or financial intermediaries that hold such REMIC Regular Certificates on
behalf of beneficial owners. If a holder, beneficial owner, financial
intermediary or other recipient of a payment on behalf of a beneficial owner
fails to supply a certified taxpayer identification number or if the Secretary
of the Treasury determines that such person has not reported all interest and
dividend income required to be shown on its federal income tax return, 31%
backup withholding may be required with respect to any payments. Any amounts
deducted and withheld from a distribution to a recipient would be allowed as a
credit against such recipient's federal income tax liability.
B. TAXATION OF OWNERS OF REMIC RESIDUAL CERTIFICATES
Allocation of the Income of the REMIC to the REMIC Residual
Certificates. The REMIC will not be subject to federal income tax except with
respect to income from prohibited transactions and certain other transactions.
See "-- Prohibited Transactions and Other Taxes" below. Instead, each original
holder of a REMIC Residual Certificate will report on its federal income tax
return, as ordinary income, its share of the taxable income of the REMIC for
each day during the taxable year on which such holder owns any REMIC Residual
Certificates. The taxable income of the REMIC for each day will be determined by
allocating the taxable income of the REMIC for each calendar quarter ratably to
each day in the quarter. Such a holder's share of the taxable income of the
REMIC for each day will be based on the portion of the outstanding REMIC
Residual Certificates that such holder owns on that day. The taxable income of
the REMIC will be determined under an accrual method and will be taxable to the
holders of REMIC Residual Certificates without regard to the timing or amounts
of cash distributions by the REMIC. Ordinary income derived from REMIC Residual
Certificates will be "portfolio income" for purposes of the taxation of
taxpayers subject to the limitations on the deductibility of "passive losses."
As residual interests, the REMIC Residual Certificates will be subject to tax
rules, described below, that differ from those that would apply if the REMIC
Residual Certificates were treated for federal income tax purposes as direct
ownership interests in the Certificates or as debt instruments issued by the
REMIC.
A REMIC Residual Certificateholder may be required to include taxable
income from the REMIC Residual Certificate in excess of the cash distributed.
For example, a structure where principal distributions are made serially on
regular interests (that is, a fast-pay, slow-pay structure) may generate such a
mismatching of income and cash distributions (that is, "phantom income"). This
mismatching may be caused by the use of certain required tax accounting methods
by the REMIC, variations in the prepayment rate of the underlying Mortgage
Assets and certain other factors. Depending upon the structure of a particular
transaction, the aforementioned factors may significantly reduce the after-tax
yield of a REMIC Residual Certificate to a REMIC Residual Certificateholder.
Investors should consult their own tax advisors concerning the federal income
tax treatment of a REMIC Residual Certificate and the impact of such tax
treatment on the after-tax yield of a REMIC Residual Certificate.
A subsequent REMIC Residual Certificateholder also will report on its
federal income tax return amounts representing a daily share of the taxable
income of the REMIC for each day that such REMIC Residual Certificateholder owns
such REMIC Residual Certificate. Those daily amounts generally would equal the
amounts that would have been reported for the same days by an original REMIC
Residual Certificateholder, as described above. The Legislative History
indicates that certain adjustments may be appropriate to reduce (or increase)
the income of a subsequent holder of a REMIC Residual Certificate that purchased
such REMIC Residual Certificate at a price greater than (or less than) the
adjusted basis such REMIC Residual Certificate would have in the hands of an
original REMIC Residual Certificateholder. See "-- REMICs -- Taxation of Owners
of REMIC
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Residual Certificates -- Sale or Exchange of REMIC Residual Certificates" below.
It is not clear, however, whether such adjustments will in fact be permitted or
required and, if so, how they would be made. The REMIC Regulations do not
provide for any such adjustments.
Taxable Income of the REMIC Attributable to Residual Interests. The taxable
income of the REMIC will reflect a netting of (i) the income from the Mortgage
Assets and the REMIC's other assets and (ii) the deductions allowed to the REMIC
for interest and OID on the REMIC Regular Certificates and, except as described
above under "-- REMICs -- Taxation of Owners of REMIC Regular
Certificates -- Non-Interest Expenses of the REMIC," other expenses. REMIC
taxable income is generally determined in the same manner as the taxable income
of an individual using the accrual method of accounting, except that (i) the
limitations on deductibility of investment interest expense and expenses for the
production of income do not apply, (ii) all bad loans will be deductible as
business bad debts, and (iii) the limitation on the deductibility of interest
and expenses related to tax-exempt income will apply. The REMIC's gross income
includes interest, OID income, and market discount income, if any, on the
Mortgage Loans, reduced by amortization of any premium on the Mortgage Loans,
plus income on reinvestment of cash flows and reserve assets, plus any
cancellation of indebtedness income upon allocation of realized losses to the
REMIC Regular Certificates. Note that the timing of cancellation of indebtedness
income recognized by REMIC Residual Certificateholders resulting from defaults
and delinquencies on Mortgage Assets may differ from the time of the actual loss
on the Mortgage Asset. The REMIC's deductions include interest and OID expense
on the REMIC Regular Certificates, servicing fees on the Mortgage Loans, other
administrative expenses of the REMIC and realized losses on the Mortgage Loans.
The requirement that REMIC Residual Certificateholders report their pro rata
share of taxable income or net loss of the REMIC will continue until there are
no Certificates of any class of the related Series outstanding.
For purposes of determining its taxable income, the REMIC will have an
initial aggregate tax basis in its assets equal to the sum of the issue prices
of the REMIC Regular Certificates and the REMIC Residual Certificates (or, if a
class of Certificates is not sold initially, its fair market value). Such
aggregate basis will be allocated among the Mortgage Assets and other assets of
the REMIC in proportion to their respective fair market value. A Mortgage Asset
will be deemed to have been acquired with discount or premium to the extent that
the REMIC's basis therein is less than or greater than its principal balance,
respectively. Any such discount (whether market discount or OID) will be
includible in the income of the REMIC as it accrues, in advance of receipt of
the cash attributable to such income, under a method similar to the method
described above for accruing OID on the REMIC Regular Certificates. The REMIC
expects to elect under Code Section 171 to amortize any premium on the Mortgage
Assets. Premium on any Mortgage Asset to which such election applies would be
amortized under a constant yield method. It is not clear whether the yield of a
Mortgage Asset would be calculated for this purpose based on scheduled payments
or taking account of the Prepayment Assumption. Additionally, such an election
would not apply to the yield with respect to any underlying mortgage loan
originated on or before September 27, 1985. Instead, premium with respect to
such a mortgage loan would be allocated among the principal payments thereon and
would be deductible by the REMIC as those payments become due.
The REMIC will be allowed a deduction for interest and OID on the REMIC
Regular Certificates. The amount and method of accrual of OID will be calculated
for this purpose in the same manner as described above with respect to REMIC
Regular Certificates except that the 0.25% per annum de minimis rule and
adjustments for subsequent holders described therein will not apply.
A REMIC Residual Certificateholder will not be permitted to amortize the
cost of the REMIC Residual Certificate as an offset to its share of the REMIC's
taxable income. However, REMIC taxable income will not include cash received by
the REMIC that represents a recovery of the REMIC's basis in its assets, and, as
described above, the issue price of the REMIC Residual Certificates will be
added to the issue price of the REMIC Regular Certificates in determining the
REMIC's initial basis in its assets. See "-- REMICs -- Taxation of Owners of
REMIC Residual
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Certificates -- Sale or Exchange of REMIC Residual Certificates" below. For a
discussion of possible adjustments to income of a subsequent holder of a REMIC
Residual Certificate to reflect any difference between the actual cost of such
REMIC Residual Certificate to such holder and the adjusted basis such REMIC
Residual Certificate would have in the hands of an original REMIC Residual
Certificateholder, see "-- REMICs -- Taxation of Owners of REMIC Residual
Certificates -- Allocation of the Income of the REMIC to the REMIC Residual
Certificates" above.
Net Losses of the REMIC. The REMIC will have a net loss for any calendar
quarter in which its deductions exceed its gross income. Such net loss would be
allocated among the REMIC Residual Certificateholders in the same manner as the
REMIC's taxable income. The net loss allocable to any REMIC Residual Certificate
will not be deductible by the holder to the extent that such net loss exceeds
such holder's adjusted basis in such REMIC Residual Certificate. Any net loss
that is not currently deductible by reason of this limitation may only be used
by such REMIC Residual Certificateholder to offset its share of the REMIC's
taxable income in future periods (but not otherwise). The ability of REMIC
Residual Certificateholders that are individuals or closely held corporations to
deduct net losses may be subject to additional limitations under the Code.
Mark to Market Rules. A REMIC Residual Certificate acquired after January
3, 1995 cannot be marked-to-market.
Pass-Through of Non-Interest Expenses of the REMIC. As a general rule, all
of the fees and expenses of a REMIC will be taken into account by holders of the
REMIC Residual Certificates. In the case of a single class REMIC, however, the
expenses and a matching amount of additional income will be allocated, under
temporary Treasury regulations, among the REMIC Regular Certificateholders and
the REMIC Residual Certificateholders on a daily basis in proportion to the
relative amounts of income accruing to each Certificateholder on that day. In
general terms, a single class REMIC is one that either (i) would qualify, under
existing Treasury regulations, as a grantor trust if it were not a REMIC
(treating all interests as ownership interests, even if they would be classified
as debt for federal income tax purposes) or (ii) is similar to such a trust and
is structured with the principal purpose of avoiding the single class REMIC
rules. Unless otherwise stated in the applicable Prospectus Supplement, the
expenses of the REMIC will be allocated to holders of the related REMIC Residual
Certificates in their entirety and not to holders of the related REMIC Regular
Certificates.
In the case of individuals (or trusts, estates or other persons that
compute their income in the same manner as individuals) who own an interest in a
REMIC Regular Certificate or a REMIC Residual Certificate directly or through a
pass-through interest holder that is required to pass miscellaneous itemized
deductions through to its owners or beneficiaries (e.g., a partnership, an S
corporation or a grantor trust), such expenses will be deductible under Code
Section 67 only to the extent that such expenses, plus other "miscellaneous
itemized deductions" of the individual, exceed 2% of such individual's adjusted
gross income. In addition, Code Section 68 provides that the amount of itemized
deductions otherwise allowable for an individual whose adjusted gross income
exceeds a certain amount (the "APPLICABLE AMOUNT") will be reduced by the lesser
of (i) 3% of the excess of the individual's adjusted gross income over the
Applicable Amount or (ii) 80% of the amount of itemized deductions otherwise
allowable for the taxable year. The amount of additional taxable income
recognized by REMIC Residual Certificateholders who are subject to the
limitations of either Code Section 67 or Code Section 68 may be substantial.
Further, holders (other than corporations) subject to the alternative minimum
tax may not deduct miscellaneous itemized deductions in determining such
holders' alternative minimum taxable income. The REMIC is required to report to
each pass-through interest holder and to the IRS such holder's allocable share,
if any, of the REMIC's non-interest expenses. The term "pass-through interest
holder" generally refers to individuals, entities taxed as individuals and
certain pass-through entities, but does not include real estate investment
trusts. REMIC Residual Certificateholders that are pass-through interest holders
should consult their own tax advisors about the impact of these rules on an
investment in the REMIC Residual Certificates.
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Excess Inclusions. A portion of the income on a REMIC Residual Certificate
(referred to in the Code as an "excess inclusion") for any calendar quarter will
be subject to federal income tax in all events. Thus, for example, an excess
inclusion (i) may not be offset by any unrelated losses, deductions or loss
carryovers of a REMIC Residual Certificateholder; (ii) will be treated as
"unrelated business taxable income" within the meaning of Code Section 512 if
the REMIC Residual Certificateholder is a pension fund or any other organization
that is subject to tax only on its unrelated business taxable income (see
"-- Tax-Exempt Investors" below); and (iii) is not eligible for any reduction in
the rate of withholding tax in the case of a REMIC Residual Certificateholder
that is a foreign investor. See "-- Residual Certificate Payments to Non-U.S.
Persons" below.
Except as discussed in the following paragraph, with respect to any REMIC
Residual Certificateholder, the excess inclusions for any calendar quarter is
the excess, if any, of (i) the income of such REMIC Residual Certificateholder
for that calendar quarter from its REMIC Residual Certificate over (ii) the sum
of the "daily accruals" (as defined below) for all days during the calendar
quarter on which the REMIC Residual Certificateholder holds such REMIC Residual
Certificate. For this purpose, the daily accruals with respect to a REMIC
Residual Certificate are determined by allocating to each day in the calendar
quarter its ratable portion of the product of the "adjusted issue price" (as
defined below) of the REMIC Residual Certificate at the beginning of the
calendar quarter and 120 percent of the "Federal long-term rate" in effect at
the time the REMIC Residual Certificate is issued. For this purpose, the
"adjusted issue price" of a REMIC Residual Certificate at the beginning of any
calendar quarter equals the issue price of the REMIC Residual Certificate,
increased by the amount of daily accruals for all prior quarters, and decreased
(but not below zero) by the aggregate amount of payments made on the REMIC
Residual Certificate before the beginning of such quarter. The "federal
long-term rate" is an average of current yields on Treasury securities with a
remaining term of greater than nine years, computed and published monthly by the
IRS.
As an exception to the general rule described above, the Treasury
Department has authority to issue regulations that would treat the entire amount
of income accruing on a REMIC Residual Certificate as excess inclusions if the
REMIC Residual Certificates in the aggregate are considered not to have
"significant value." The Small Business Job Protection Act ("SBJPA") of 1996 has
eliminated the special rule permitting Section 593 institutions ("THRIFT
INSTITUTIONS") to use net operating losses and other allowable deductions to
offset their excess inclusion income from REMIC Residual Certificates that have
"significant value" within the meaning of the REMIC Regulations, effective for
taxable years beginning after December 31, 1995, except with respect to REMIC
Residual Certificates continuously held by thrift institutions since November 1,
1995.
In addition, the SBJPA of 1996 provides three rules for determining the
effect of excess inclusions on the alternative minimum taxable income of a REMIC
Residual Certificateholder. First, alternative minimum taxable income for a
REMIC Residual Certificateholder is determined without regard to the special
rule, discussed above, that taxable income cannot be less than excess
inclusions. Second, a REMIC Residual Certificateholder's alternative minimum
taxable income for a taxable year cannot be less than the excess inclusions for
the year. Third, the amount of any alternative minimum tax net operating loss
deduction must be computed without regard to any excess inclusions. These rules
are effective for taxable years beginning after December 31, 1986, unless a
REMIC Residual Certificateholder elects to have such rules apply only to taxable
years beginning after August 20, 1996.
In the case of any REMIC Residual Certificates held by a real estate
investment trust, the aggregate excess inclusions with respect to such REMIC
Residual Certificates, reduced (but not below zero) by the real estate
investment trust taxable income (within the meaning of Code Section 857(b)(2),
excluding any net capital gain), will be allocated among the shareholders of
such trust in proportion to the dividends received by such shareholders from
such trust, and any amount so allocated will be treated as an excess inclusion
with respect to a REMIC Residual Certificate as if held directly by such
shareholder. Regulated investment companies, common trust funds and certain
cooperatives are subject to similar rules.
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Payments. Any distribution made on a REMIC Residual Certificate to a REMIC
Residual Certificateholder will be treated as a non-taxable return of capital to
the extent it does not exceed the REMIC Residual Certificateholder's adjusted
basis in such REMIC Residual Certificate. To the extent a distribution exceeds
such adjusted basis, it will be treated as gain from the sale of the REMIC
Residual Certificate.
Sale or Exchange of REMIC Residual Certificates. If a REMIC Residual
Certificate is sold or exchanged, the seller will generally recognize gain or
loss equal to the difference between the amount realized on the sale or exchange
and its adjusted basis in the REMIC Residual Certificate (except that the
recognition of loss may be limited under the "wash sale" rules described below).
A holder's adjusted basis in a REMIC Residual Certificate generally equals the
cost of such REMIC Residual Certificate to such REMIC Residual
Certificateholder, increased by the taxable income of the REMIC that was
included in the income of such REMIC Residual Certificateholder with respect to
such REMIC Residual Certificate, and decreased (but not below zero) by the net
losses that have been allowed as deductions to such REMIC Residual
Certificateholder with respect to such REMIC Residual Certificate and by the
distributions received thereon by such REMIC Residual Certificateholder. In
general, any such gain or loss will be capital gain or loss provided the REMIC
Residual Certificate is held as a capital asset. However, REMIC Residual
Certificates will be "evidences of indebtedness" within the meaning of Code
Section 582(c)(1), so that gain or loss recognized from sale of a REMIC Residual
Certificate by a bank or thrift institution to which such Section applies would
be ordinary income or loss.
Except as provided in Treasury regulations yet to be issued, if the seller
of a REMIC Residual Certificate reacquires such REMIC Residual Certificate, or
acquires any other REMIC Residual Certificate, any residual interest in another
REMIC or similar interest in a "taxable mortgage pool" (as defined in Code
Section 7701(i)) during the period beginning six months before, and ending six
months after, the date of such sale, such sale will be subject to the "wash
sale" rules of Code Section 1091. In that event, any loss realized by the REMIC
Residual Certificateholder on the sale will not be deductible, but, instead,
will increase such REMIC Residual Certificateholder's adjusted basis in the
newly acquired asset.
PROHIBITED TRANSACTIONS AND OTHER TAXES
The Code imposes a tax on REMICs equal to 100% of the net income derived
from "prohibited transactions" (the "PROHIBITED TRANSACTIONS TAX"). In general,
subject to certain specified exceptions, a prohibited transaction means the
disposition of a Mortgage Asset, the receipt of income from a source other than
a Mortgage Asset or certain other permitted investments, the receipt of
compensation for services, or gain from the disposition of an asset purchased
with the payments on the Mortgage Assets for temporary investment pending
distribution on the Certificates. It is not anticipated that the Trust Fund for
any Series of Certificates will engage in any prohibited transactions in which
it would recognize a material amount of net income.
In addition, certain contributions to a Trust Fund as to which an election
has been made to treat such Trust Fund as a REMIC made after the day on which
such Trust Fund issues all of its interests could result in the imposition of a
tax on the Trust Fund equal to 100% of the value of the contributed property
(the "CONTRIBUTIONS TAX"). No Trust Fund for any Series of Certificates will
accept contributions that would subject it to such tax.
In addition, a Trust Fund as to which an election has been made to treat
such Trust Fund as a REMIC may also be subject to federal income tax at the
highest corporate rate on "net income from foreclosure property," determined by
reference to the rules applicable to real estate investment trusts. "Net income
from foreclosure property" generally means income from foreclosure property
other than qualifying income for a real estate investment trust.
Where any Prohibited Transactions Tax, Contributions Tax, tax on net income
from foreclosure property or state or local income or franchise tax that may be
imposed on a REMIC relating to any
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Series of Certificates arises out of or results from (i) a breach of the related
Master Servicer's, Trustee's or Seller's obligations, as the case may be, under
the related Agreement for such Series, such tax will be borne by such Master
Servicer, Trustee or Seller, as the case may be, out of its own funds or (ii)
the Seller's obligation to repurchase a Mortgage Loan, such tax will be borne by
the Seller. In the event that such Master Servicer, Trustee or Seller, as the
case may be, fails to pay or is not required to pay any such tax as provided
above, such tax will be payable out of the Trust Fund for such Series and will
result in a reduction in amounts available to be distributed to the
Certificateholders of such Series.
LIQUIDATION AND TERMINATION
If the REMIC adopts a plan of complete liquidation, within the meaning of
Code Section 860F(a)(4)(A)(i), which may be accomplished by designating in the
REMIC's final tax return a date on which such adoption is deemed to occur, and
sells all of its assets (other than cash) within a 90-day period beginning on
such date, the REMIC will not be subject to any Prohibited Transaction Tax,
provided that the REMIC credits or distributes in liquidation all of the sale
proceeds plus its cash (other than the amounts retained to meet claims) to
holders of Regular and REMIC Residual Certificates within the 90-day period.
The REMIC will terminate shortly following the retirement of the REMIC
Regular Certificates. If a REMIC Residual Certificateholder's adjusted basis in
the REMIC Residual Certificate exceeds the amount of cash distributed to such
REMIC Residual Certificateholder in final liquidation of its interest, then it
would appear that the REMIC Residual Certificateholder would be entitled to a
loss equal to the amount of such excess. It is unclear whether such a loss, if
allowed, will be a capital loss or an ordinary loss.
ADMINISTRATIVE MATTERS
Solely for the purpose of the administrative provisions of the Code, the
REMIC generally will be treated as a partnership and the REMIC Residual
Certificateholders will be treated as the partners. Certain information will be
furnished quarterly to each REMIC Residual Certificateholder who held a REMIC
Residual Certificate on any day in the previous calendar quarter.
Each REMIC Residual Certificateholder is required to treat items on its
return consistently with their treatment on the REMIC's return, unless the REMIC
Residual Certificateholder either files a statement identifying the
inconsistency or establishes that the inconsistency resulted from incorrect
information received from the REMIC. The IRS may assert a deficiency resulting
from a failure to comply with the consistency requirement without instituting an
administrative proceeding at the REMIC level. The REMIC does not intend to
register as a tax shelter pursuant to Code Section 6111 because it is not
anticipated that the REMIC will have a net loss for any of the first five
taxable years of its existence. Any person that holds a REMIC Residual
Certificate as a nominee for another person may be required to furnish the
REMIC, in a manner to be provided in Treasury regulations, with the name and
address of such person and other information.
TAX-EXEMPT INVESTORS
Any REMIC Residual Certificateholder that is a pension fund or other entity
that is subject to federal income taxation only on its "unrelated business
taxable income" within the meaning of Code Section 512 will be subject to such
tax on that portion of the distributions received on a REMIC Residual
Certificate that is considered an excess inclusion. See "-- REMICs -- Taxation
of Owners of REMIC Residual Certificates -- Excess Inclusions" above.
RESIDUAL CERTIFICATE PAYMENTS TO NON-U.S. PERSONS
Amounts paid to REMIC Residual Certificateholders who are not U.S. Persons
(see "-- REMICs -- Taxation of Owners of REMIC Regular Certificates -- Non-U.S.
Persons" above)
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are treated as interest for purposes of the 30% (or lower treaty rate) United
States withholding tax. Amounts distributed to holders of REMIC Residual
Certificates should qualify as "portfolio interest," subject to the conditions
described in "-- REMICs -- Taxation of Owners of REMIC Regular Certificates"
above, but only to the extent that the underlying mortgage loans were originated
after July 18, 1984. Furthermore, the rate of withholding on any income on a
REMIC Residual Certificate that is excess inclusion income will not be subject
to reduction under any applicable tax treaties. See "-- REMICs -- Taxation of
Owners of REMIC Residual Certificates -- Excess Inclusions" above. If the
portfolio interest exemption is unavailable, such amount will be subject to
United States withholding tax when paid or otherwise distributed (or when the
REMIC Residual Certificate is disposed of) under rules similar to those for
withholding upon disposition of debt instruments that have OID. The Code,
however, grants the Treasury Department authority to issue regulations requiring
that those amounts be taken into account earlier than otherwise provided where
necessary to prevent avoidance of tax (for example, where the REMIC Residual
Certificates do not have significant value). See "-- REMICs -- Taxation of
Owners of REMIC Residual Certificates -- Excess Inclusions" above. If the
amounts paid to REMIC Residual Certificateholders that are not U.S. persons are
effectively connected with their conduct of a trade or business within the
United States, the 30% (or lower treaty rate) withholding will not apply.
Instead, the amounts paid to such non-U.S. Person will be subject to U.S.
federal income taxation at regular graduated rates. For special restrictions on
the transfer of REMIC Residual Certificates, see "-- Tax-Related Restrictions on
Transfers of REMIC Residual Certificates" below.
REMIC Regular Certificateholders and persons related to such holders should
not acquire any REMIC Residual Certificates, and REMIC Residual
Certificateholders and persons related to REMIC Residual Certificateholders
should not acquire any REMIC Regular Certificates, without consulting their tax
advisors as to the possible adverse tax consequences of such acquisition.
TAX-RELATED RESTRICTIONS ON TRANSFERS OF REMIC RESIDUAL CERTIFICATES
Disqualified Organizations. An entity may not qualify as a REMIC unless
there are reasonable arrangements designed to ensure that residual interests in
such entity are not held by "disqualified organizations" (as defined below).
Further, a tax is imposed on the transfer of a residual interest in a REMIC to a
"disqualified organization." The amount of the tax equals the product of (A) an
amount (as determined under the REMIC Regulations) equal to the present value of
the total anticipated "excess inclusions" with respect to such interest for
periods after the transfer and (B) the highest marginal federal income tax rate
applicable to corporations. The tax is imposed on the transferor unless the
transfer is through an agent (including a broker or other middleman) for a
disqualified organization, in which event the tax is imposed on the agent. The
person otherwise liable for the tax shall be relieved of liability for the tax
if the transferee furnished to such person an affidavit that the transferee is
not a disqualified organization and, at the time of the transfer, such person
does not have actual knowledge that the affidavit is false. A "disqualified
organization" means (A) the United States, any State, possession or political
subdivision thereof, any foreign government, any international organization or
any agency or instrumentality of any of the foregoing (provided that such term
does not include an instrumentality if all its activities are subject to tax
and, except for FHLMC, a majority of its board of directors is not selected by
any such governmental agency), (B) any organization (other than certain farmers'
cooperatives) generally exempt from federal income taxes unless such
organization is subject to the tax on "unrelated business taxable income" and
(C) a rural electric or telephone cooperative.
A tax is imposed on a "pass-through entity" (as defined below) holding a
residual interest in a REMIC if at any time during the taxable year of the
pass-through entity a disqualified organization is the record holder of an
interest in such entity. The amount of the tax is equal to the product of (A)
the amount of excess inclusions for the taxable year allocable to the interest
held by the disqualified organization and (B) the highest marginal federal
income tax rate applicable to corporations. The pass-through entity otherwise
liable for the tax, for any period during which the
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disqualified organization is the record holder of an interest in such entity,
will be relieved of liability for the tax if such record holder furnishes to
such entity an affidavit that such record holder is not a disqualified
organization and, for such period, the pass-through entity does not have actual
knowledge that the affidavit is false. For this purpose, a "pass-through entity"
means (i) a regulated investment company, real estate investment trust or common
trust fund, (ii) a partnership, trust or estate and (iii) certain cooperatives.
Except as may be provided in Treasury regulations not yet issued, any person
holding an interest in a pass-through entity as a nominee for another will, with
respect to such interest, be treated as a pass-through entity.
In order to comply with these rules, the Agreement will provide that no
record or beneficial ownership interest in a REMIC Residual Certificate may be
purchased, transferred or sold, directly or indirectly, without the express
written consent of the Master Servicer. The Master Servicer will grant such
consent to a proposed transfer only if it receives the following: (i) an
affidavit from the proposed transferee to the effect that it is not a
disqualified organization and is not acquiring the REMIC Residual Certificate as
a nominee or agent for a disqualified organization and (ii) a covenant by the
proposed transferee to the effect that the proposed transferee agrees to be
bound by and to abide by the transfer restrictions applicable to the REMIC
Residual Certificate.
Noneconomic REMIC Residual Certificates. The REMIC Regulations disregard,
for federal income tax purposes, any transfer of a Noneconomic REMIC Residual
Certificate to a "U.S. Person," as defined above, unless no significant purpose
of the transfer is to enable the transferor to impede the assessment or
collection of tax. A Noneconomic REMIC Residual Certificate is any REMIC
Residual Certificate (including a REMIC Residual Certificate with a positive
value at issuance) unless, at the time of transfer, taking into account the
Prepayment Assumption and any required or permitted clean up calls or required
liquidation provided for in the REMIC's organizational documents, (i) the
present value of the expected future distributions on the REMIC Residual
Certificate at least equals the product of the present value of the anticipated
excess inclusions and the highest corporate income tax rate in effect for the
year in which the transfer occurs and (ii) the transferor reasonably expects
that the transferee will receive distributions from the REMIC at or after the
time at which taxes accrue on the anticipated excess inclusions in an amount
sufficient to satisfy the accrued taxes. A significant purpose to impede the
assessment or collection of tax exists if the transferor, at the time of the
transfer, either knew or should have known that the transferee would be
unwilling or unable to pay taxes due on its share of the taxable income of the
REMIC. A transferor is presumed not to have such knowledge if (i) the transferor
conducted a reasonable investigation of the transferee and (ii) the transferee
acknowledges to the transferor that the residual interest may generate tax
liabilities in excess of the cash flow and the transferee represents that it
intends to pay such taxes associated with the residual interest as they become
due. If a transfer of a Noneconomic REMIC Residual Certificate is disregarded,
the transferor would continue to be treated as the owner of the REMIC Residual
Certificate and would continue to be subject to tax on its allocable portion of
the net income of the REMIC. The Agreement will require the transferee of a
REMIC Residual Certificate to state as part of the affidavit described above
under "-- Tax-Related Restrictions on Transfers of REMIC Residual
Certificates -- Disqualified Organizations" that such transferee (i) has
historically paid its debts as they come due, (ii) intends to continue to pay
its debts as they come due in the future; (iii) understands that, as the holder
of a noneconomic REMIC Residual Certificate, it may incur tax liabilities in
excess of any cash flows generated by the REMIC Residual Certificate as they
become due. The transferor must have no reason to believe that such statement is
untrue.
Foreign Investors. The REMIC Regulations provide that the transfer of a
REMIC Residual Certificate that has a "tax avoidance potential" to a "foreign
person" will be disregarded for federal income tax purposes. This rule appears
to apply to a transferee who is not a U.S. Person unless such transferee's
income in respect of the REMIC Residual Certificate is effectively connected
with the conduct of a United States trade or business. A REMIC Residual
Certificate is deemed to have a tax avoidance potential unless, at the time of
transfer, the transferor reasonably expects that the
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REMIC will distribute to the transferee amounts that will equal at least 30
percent of each excess inclusion, and that such amounts will be distributed at
or after the time the excess inclusion accrues and not later than the end of the
calendar year following the year of accrual. If the non-U.S. Person transfers
the REMIC Residual Certificate to a U.S. Person, the transfer will be
disregarded, and the foreign transferor will continue to be treated as the
owner, if the transfer has the effect of allowing the transferor to avoid tax on
accrued excess inclusions. The Agreement will provide that no record of
beneficial ownership interest in a REMIC Residual Certificate may be
transferred, directly or indirectly, to a non-U.S. Person unless such person
provides the Trustee with a duly completed I.R.S. Form 4224 and the Trustee
consents to such transfer in writing.
Any attempted transfer or pledge in violation of the transfer restrictions
shall be absolutely null and void and shall vest no rights in any purported
transferee. Investors in REMIC Residual Certificates are advised to consult
their own tax advisors with respect to transfers of the REMIC Residual
Certificates and, in addition, pass-through entities are advised to consult
their own tax advisors with respect to any tax which may be imposed on a
pass-through entity.
STATE TAX CONSIDERATIONS
In addition to the federal income tax consequences described in "Federal
Income Tax Consequences," potential investors should consider the state income
tax consequences of the acquisition, ownership, and disposition of the Offered
Certificates. State income tax law may differ substantially from the
corresponding federal law, and this discussion does not purport to describe any
aspect of the income tax laws of any state. Therefore, potential investors
should consult their own tax advisors with respect to the various tax
consequences of investments in the Offered Certificates.
ERISA CONSIDERATIONS
GENERAL
The Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
imposes certain restrictions on employee benefit plans subject to ERISA and on
any entity whose underlying assets include assets of such a plan by reason of
any such plan's investment in the entity ("ERISA PLANS") and on persons who are
parties in interest or disqualified persons ("PARTIES IN INTEREST") with respect
to such ERISA Plans. Section 4975 of the Code imposes substantially similar
prohibited transaction restrictions on tax qualified retirement plans described
in Section 401(a) of the Code and on individual retirement accounts described in
Section 408 of the Code ("QUALIFIED PLANS" and together with ERISA Plans,
"PLANS"). Certain employee benefit plans, such as governmental plans and church
plans (if no election has been made under Section 410(d) of the Code), are not
subject to the restrictions of ERISA, and assets of such plans may be invested
in the Certificates without regard to the ERISA considerations described below,
subject to other applicable federal and state law. However, any such
governmental or church plan which is qualified under Section 401(a) of the Code
and exempt from taxation under Section 501(a) of the Code is subject to the
prohibited transaction rules set forth in Section 503 of the Code.
Investments by ERISA Plans are subject to ERISA's general fiduciary
requirements, including the requirement of investment prudence and
diversification and the requirement that an ERISA Plan's investments be made in
accordance with the documents governing the ERISA Plan.
PROHIBITED TRANSACTIONS
General
Section 406 of ERISA prohibits parties in interest with respect to an ERISA
Plan from engaging in certain transactions involving an ERISA Plan and its
assets unless a statutory or administrative
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exemption applies to the transaction. Section 4975 of the Code imposes certain
excise taxes (and, in some cases, a civil penalty may be assessed pursuant to
Section 502(i) of ERISA) on parties in interest which engage in nonexempt
prohibited transactions.
The United States Department of Labor ("LABOR") has issued a final
regulation (29 C.F.R. Section 2510.3-101) containing rules for determining what
constitutes the assets of a Plan. This regulation provides that, as a general
rule, the underlying assets and properties of corporations, partnerships, trusts
and certain other entities in which a Plan makes an "equity investment" will be
deemed for purposes of ERISA to be assets of the Plan unless certain exceptions
apply.
Under the terms of the regulation, the Trust may be deemed to hold plan
assets by reason of a Plan's investment in a Certificate; such plan assets would
include an undivided interest in the Mortgage Loans and any other assets held by
the Trust. In such an event, the Depositor, the Servicers, the Trustee and other
persons, in providing services with respect to the assets of the Trust, may be
parties in interest, subject to the fiduciary responsibility provisions of Title
I of ERISA, including the prohibited transaction provisions of Section 406 of
ERISA (and of Section 4975 of the Code), with respect to transactions involving
such assets unless such transactions are subject to a statutory or
administrative exemption.
The regulations contain a de minimis safe-harbor rule that exempts any
entity from plan assets status as long as the aggregate equity investment in
such entity by Plans is not significant. For this purpose, equity participation
in the entity will be significant if immediately after any acquisition of any
equity interest in the entity, "benefit plan investors" in the aggregate, own at
least 25% of the value of any class of equity interest. "Benefit plan investors"
are defined as Plans as well as employee benefit plans not subject to ERISA
(e.g., governmental plans). The 25% limitation must be met with respect to each
class of certificates, regardless of the portion of total equity value
represented by such class, on an ongoing basis.
Availability of Underwriter's Exemption for Certificates
Labor has granted to Goldman, Sachs & Co. Prohibited Transaction Exemption
89-88 (the "EXEMPTION"), which exempts from the application of the prohibited
transaction rules transactions relating to: (1) the acquisition, sale and
holding by Plans of certain certificates representing an undivided interest in
certain asset-backed pass-through trusts, with respect to which Goldman, Sachs &
Co. or any of its affiliates is the sole underwriter or the manager or
co-manager of the underwriting syndicate; and (2) the servicing, operation and
management of such asset-backed pass-through trusts, provided that the general
conditions and certain other conditions set forth in the Exemption are
satisfied.
General Conditions of the Exemption. Section II of the Exemption sets forth
the following general conditions which must be satisfied before a transaction
involving the acquisition, sale and holding of the Certificates or a transaction
in connection with the servicing, operation and management of the Trust Fund may
be eligible for exemptive relief thereunder:
(1) The acquisition of the Certificates by a Plan is on terms
(including the price for such Certificates) that are at least as favorable
to the investing Plan as they would be in an arm's-length transaction with
an unrelated party;
(2) The rights and interests evidenced by the Certificates acquired by
the Plan are not subordinated to the rights and interests evidenced by
other certificates of the Trust Fund;
(3) The Certificates acquired by the Plan have received a rating at
the time of such acquisition that is in one of the three highest rating
categories from any of Duff & Phelps Inc., Fitch Investors Service, Inc.,
Moody's Investors Service, Inc. and Standard & Poor's Ratings Group;
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(4) The Trustee is not an affiliate of the Underwriters, the
Depositor, the Servicers, any borrower whose obligations under one or more
Mortgage Loans constitute more than 5% of the aggregate unamortized
principal balance of the assets in the Trust, or any of their respective
affiliates (the "RESTRICTED GROUP");
(5) The sum of all payments made to and retained by the Underwriters
in connection with the distribution of the Certificates represents not more
than reasonable compensation for underwriting such Certificates; the sum of
all payments made to and retained by the Depositor pursuant to the sale of
the Mortgage Loans to the Trust represents not more than the fair market
value of such Mortgage Loans; the sum of all payments made to and retained
by the Servicers represent not more than reasonable compensation for the
Servicers' services under the Agreements and reimbursement of the
Servicer's reasonable expenses in connection therewith; and
(6) The Plan investing in the Certificates is an "accredited investor"
as defined in Rule 501(a)(1) of Regulation D of the Securities and Exchange
Commission under the Securities Act of 1933 as amended.
Before purchasing a Certificate, a fiduciary of a Plan should itself
confirm (a) that the Certificates constitute "CERTIFICATES" for purposes of the
Exemption and (b) that the specific and general conditions set forth in the
Exemption and the other requirements set forth in the Exemption would be
satisfied.
REVIEW BY PLAN FIDUCIARIES
Any Plan fiduciary considering whether to purchase any Certificates on
behalf of a Plan should consult with its counsel regarding the applicability of
the fiduciary responsibility and prohibited transaction provisions of ERISA and
the Code to such investment. Among other things, before purchasing any
Certificates, a fiduciary of a Plan subject to the fiduciary responsibility
provisions of ERISA or an employee benefit plan subject to the prohibited
transaction provisions of the Code should make its own determination as to the
availability of the exemptive relief provided in the Exemption, and also
consider the availability of any other prohibited transaction exemptions. The
Prospectus Supplement with respect to a Series of Certificates may contain
additional information regarding the application of the Exemption, PTCE 83-1, or
any other exemption, with respect to the Certificates offered thereby.
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LEGAL INVESTMENT
The Prospectus Supplement for each Series of Offered Certificates will
identify those classes of Offered Certificates, if any, which constitute
"mortgage related securities" for purposes of the Secondary Mortgage Market
Enhancement Act of 1984 ("SMMEA"). Such classes will constitute "mortgage
related securities" for so long as they are rated in one of the two highest
rating categories by at least one nationally recognized statistical rating
organization (the "SMMEA CERTIFICATES"). As "mortgage related securities," the
SMMEA Certificates will constitute legal investments for persons, trusts,
corporations, partnerships, associations, business trusts and business entities
(including, but not limited to, state chartered savings banks, commercial banks,
savings and loan associations and insurance companies, as well as trustees and
state government employee retirement systems) created pursuant to or existing
under the laws of the United States or of any state (including the District of
Columbia and Puerto Rico) whose authorized investments are subject to state
regulation to the same extent that, under applicable law, obligations issued by
or guaranteed as to principal and interest by the United States or any agency or
instrumentality thereof constitute legal investments for such entities. Alaska,
Arkansas, Colorado, Connecticut, Delaware, Florida, Georgia, Illinois, Kansas,
Maryland, Michigan, Missouri, Nebraska, New Hampshire, New York, North Carolina,
Ohio, South Dakota, Utah, Virginia and West Virginia enacted legislation, on or
before the October 4, 1991 cutoff established by SMMEA for such enactments,
limiting to varying extents the ability of certain entities (in particular,
insurance companies) to invest in mortgage related securities, in most cases by
requiring the affected investors to rely solely upon existing state law, and not
SMMEA. In addition, pursuant to the Riegle Community Development and Regulatory
Improvement Act of 1994 (the "1994 AMENDMENT"), Congress expanded the definition
of securities entitled to the benefits of SMMEA to include those evidencing
ownership of, or secured by, notes secured by a first lien on one or more
parcels of real estate, upon which is located one or more commercial structures.
The terms of this amendment permit states to prohibit or limit, by specific
legislation, the authority of persons, trusts, corporations, partnerships,
associations, business trusts or business entities to purchase, hold or invest,
in securities evidencing ownership of, or secured by, such notes to the extent
predicated on the expansion of SMMEA. The 1994 Amendment permits enactment of
such restrictions until September 23, 2001. It provides, however, that no
enactment will affect the validity of a contractual commitment to purchase, hold
or invest in securities made before such enactment, or require sale of any
securities previously acquired. The Prospectus Supplement for each Series will
identify the states, if any, that have enacted any such limitations through the
date of the Prospectus Supplement. Enactment of such restrictions could
adversely affect the liquidity of any Offered Certificates entitled to the
benefits of SMMEA solely by reason of the 1994 Amendment. Accordingly, the
investors affected by such legislation will be authorized to invest in SMMEA
Certificates only to the extent provided in such legislation. Accordingly,
investors whose investment authority is subject to legal restrictions should
consult their own legal advisors to determine whether and to what extent the
Offered Certificates constitute legal investments for them.
SMMEA also amended the legal investment authority of federally chartered
depository institutions as follows: federal savings and loan associations and
federal savings banks may invest in, sell or otherwise deal with "mortgage
related securities" without limitation as to the percentage of their assets
represented thereby, federal credit unions may invest in such securities, and
national banks may purchase such securities for their own account without regard
to the limitations generally applicable to investment securities set forth in 12
U.S.C. 24 (Seventh), subject in each case to such regulations as the applicable
federal regulatory authority may prescribe.
Institutions where investment activities are subject to legal investment
laws or regulations or review by certain regulatory authorities may be subject
to restrictions on investment in certain classes of Offered Certificates. Any
financial institution which is subject to the jurisdiction of the Comptroller of
the Currency, the Board of Governors of the Federal Reserve System, the Federal
Deposit Insurance Corporation ("FDIC"), the Office of Thrift Supervision
("OTS"), the National Credit Union Administration ("NCUA") or other federal or
state agencies with similar authority
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should review any applicable rules, guidelines and regulations prior to
purchasing any Offered Certificate. The Federal Financial Institutions
Examination Council, for example, has issued a Supervisory Policy Statement on
Securities Activities effective February 10, 1992 (the "POLICY STATEMENT"). The
Policy Statement has been adopted by the Comptroller of the Currency, the
Federal Reserve Board, the FDIC, the OTS and the NCUA (with certain
modifications), with respect to the depository institutions that they regulate.
The Policy Statement prohibits depository institutions from investing in certain
"high-risk mortgage securities" (including securities such as certain classes of
Offered Certificates), except under limited circumstances, and sets forth
certain investment practices deemed to be unsuitable for regulated institutions.
The NCUA issued final regulations effective December 2, 1991 that restrict and
in some instances prohibit the investment by federal credit unions in certain
types of mortgage related securities.
In September 1993 the National Association of Insurance Commissioners
released a draft model investment law (the "MODEL LAW") which sets forth model
investment guidelines for the insurance industry. Institutions subject to
insurance regulatory authorities may be subject to restrictions on investment
similar to those set forth in the Model Law and other restrictions.
If specified in the related Prospectus Supplement, other classes of Offered
Certificates offered pursuant to this Prospectus will not constitute "mortgage
related securities" under SMMEA. The appropriate characterization of these
Offered Certificates under various legal investment restrictions, and thus the
ability of investors subject to these restrictions to purchase such Offered
Certificates, may be subject to significant interpretive uncertainties.
Notwithstanding SMMEA, there may be other restrictions on the ability of
certain investors, including depository institutions, either to purchase any
Offered Certificates or to purchase Offered Certificates representing more than
a specified percentage of the investors' assets.
Except as to the status of SMMEA Certificates identified in the Prospectus
Supplement for a Series as "mortgage related securities" under SMMEA, the
Depositor will make no representations as to the proper characterization of the
Certificates for legal investment or financial institution regulatory purposes,
or as to the ability of particular investors to purchase any Offered
Certificates under applicable legal investment restrictions. The uncertainties
described above (and any unfavorable future determinations concerning legal
investment or financial institution regulatory characteristics of the
Certificates) may adversely affect the liquidity of the Certificates.
The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines or agreements generally
governing investments made by a particular investor, including, but not limited
to, "prudent investor" provisions, percentage-of-assets limits and provisions
which may restrict or prohibit investment in securities which are not "interest
bearing" or "income paying."
There may be other restrictions on the ability of certain investors,
including depository institutions, either to purchase Offered Certificates or to
purchase Offered Certificates representing more than a specified percentage of
the investor's assets. Investors should consult their own legal advisors in
determining whether and to what extent the Offered Certificates constitute legal
investments for such investors.
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METHOD OF DISTRIBUTION
The Certificates offered hereby and by the related Prospectus Supplements
will be offered in series through one or more of the methods described below.
The Prospectus Supplement prepared for each series will describe the method of
offering being utilized for that series and will state the net proceeds to the
Depositor from such sale.
The Depositor intends that Offered Certificates will be offered through the
following methods from time to time and that offerings may be made concurrently
through more than one of these methods or that an offering of the Offered
Certificates of a particular series may be made through a combination of two or
more of these methods. Such methods are as follows:
1. By negotiated firm commitment or best efforts underwriting and
public re-offering by underwriters;
2. By placements by the Depositor with institutional investors through
dealers; and
3. By direct placements by the Depositor with institutional investors.
In addition, if specified in the related Prospectus Supplement, the Offered
Certificates of a series may be offered in whole or in part to the seller of the
related Mortgage Assets that would comprise the Trust Fund for such
Certificates.
If underwriters are used in a sale of any Offered Certificates (other than
in connection with an underwriting on a best efforts basis), such Certificates
will be acquired by the underwriters for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at fixed public offering prices or at varying prices to be
determined at the time of sale or at the time of commitment therefor. Such
underwriters may be broker-dealers affiliated with the Depositor whose
identities and relationships to the Depositor will be as set forth in the
related Prospectus Supplement. The managing underwriter or underwriters with
respect to the offer and sale of Offered Certificates of a particular series
will be set forth on the cover of the Prospectus Supplement relating to such
series and the members of the underwriting syndicate, if any, will be named in
such Prospectus Supplement.
In connection with the sale of Offered Certificates, underwriters may
receive compensation from the Depositor or from purchasers of the Offered
Certificates in the form of discounts, concessions or commissions. Underwriters
and dealers participating in the distribution of the Offered Certificates may be
deemed to be underwriters in connection with such Certificates, and any
discounts or commissions received by them from the Depositor and any profit on
the resale of Offered Certificates by them may be deemed to be underwriting
discounts and commissions under the Securities Act.
It is anticipated that the underwriting agreement pertaining to the sale of
the Offered Certificates of any series will provide that the obligations of the
underwriters will be subject to certain conditions precedent, that the
underwriters will be obligated to purchase all such Certificates if any are
purchased (other than in connection with an underwriting on a best efforts
basis) and that, in limited circumstances, the Depositor will indemnify the
several underwriters and the underwriters will indemnify the Depositor against
certain civil liabilities, including liabilities under the Securities Act or
will contribute to payments required to be made in respect thereof.
The Prospectus Supplement with respect to any series offered by placements
through dealers will contain information regarding the nature of such offering
and any agreements to be entered into between the Depositor and purchasers of
Offered Certificates of such series.
The Depositor anticipates that the Certificates offered hereby will be sold
primarily to institutional investors. Purchasers of Offered Certificates,
including dealers, may, depending on the facts and circumstances of such
purchases, be deemed to be "underwriters" within the meaning of the Securities
Act in connection with reoffers and sales by them of Offered Certificates.
Holders of
113
<PAGE> 249
Offered Certificates should consult with their legal advisors in this regard
prior to any such reoffer or sale.
Goldman, Sachs & Co. is not affiliated with the Depositor. However, an
affiliate of Goldman, Sachs & Co. is a limited partner of AMRESCO Commercial
Mortgage Funding, L.P., the entity that accumulates the Mortgage Loans prior to
their securitization, from which entity the Depositor, through one of its
affiliates, will purchase the Mortgage Loans for transfer to the Trust. The
general partner and the other limited partner of AMRESCO Commercial Mortgage
Funding, L.P. are affiliates of the Depositor.
LEGAL MATTERS
Certain legal matters in connection with the Certificates, including
certain federal income tax consequences, will be passed upon for the Depositor
by Andrews & Kurth L.L.P., Dallas, Texas.
FINANCIAL INFORMATION
A new Trust Fund will be formed with respect to each Series of Certificates
and no Trust Fund will engage in any business activities or have any assets or
obligations prior to the issuance of the related Series of Certificates.
Accordingly, no financial statements with respect to any Trust Fund will he
included in this Prospectus or in the related Prospectus Supplement.
RATING
It is a condition to the issuance of any class of Offered Certificates that
they shall have been rated not lower than investment grade, that is, in one of
the four highest rating categories, by a Rating Agency.
Ratings on mortgage pass-through certificates address the likelihood of
receipt by certificateholders of all distributions on the underlying mortgage
loans. These ratings address the structural, legal and issuer-related aspects
associated with such certificates, the nature of the underlying mortgage loans
and the credit quality of the guarantor, if any. Ratings on mortgage
pass-through certificates do not represent any assessment of the likelihood of
principal prepayments by Mortgagors or of the degree by which such prepayments
might differ from those originally anticipated. As a result, certificateholders
might suffer a lower than anticipated yield, and, in addition, holders of
stripped interest certificates in extreme cases might fail to recoup their
initial investments.
A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning rating
organization. Each security rating should be evaluated independently of any
other security rating.
114
<PAGE> 250
INDEX OF PRINCIPAL DEFINITIONS
PAGE
----
"1986 Act"....................................................................87
"1994 Amendment".............................................................111
"Accounts"....................................................................49
"Accrual Certificates".....................................................9, 37
"Accrued Certificate Interest"................................................38
"ACC".........................................................................36
"Act".........................................................................77
"ADA".........................................................................80
"Agreements"...................................................................9
"Applicable Amount"..........................................................102
"ARM Loans"...............................................................28, 87
"Asset Seller"................................................................23
"Available Distribution Amount"...............................................38
"Balloon Mortgage Loans"......................................................18
"Bankruptcy Code".............................................................71
"Beneficial Owners"...........................................................44
"Book-Entry Certificates".....................................................37
"Cash Flow Agreement"......................................................8, 31
"Cash Flow Agreements".........................................................1
"Cede".....................................................................3, 44
"CERCLA"..................................................................21, 75
"Certificate".................................................................45
"Certificate Balance"......................................................9, 39
"Certificateholders"..........................................................22
"Certificates".........................................................1, 6, 110
"Closing Date"................................................................92
"CMBS"..................................................................1, 6, 22
"CMBS Agreement"..............................................................29
"CMBS Issuer".................................................................29
"CMBS Servicer"...............................................................29
"CMBS Trustee"................................................................29
"Code"........................................................................12
"Commercial Loans"............................................................23
"Commercial Properties"....................................................7, 23
"Commission"...................................................................3
"Conduit Purchasers"..........................................................36
"Contributions Tax"..........................................................104
"Cooperative".................................................................66
"Cooperative Loans"...........................................................66
"Cooperatives"................................................................23
"Covered Trust"...........................................................20, 62
"CPR".........................................................................33
"Credit Support"........................................................1, 8, 30
"Crime Control Act"...........................................................81
"Cut-off Date"................................................................10
"Debt Service Coverage Ratio".................................................26
"Deferred Interest"...........................................................88
"Definitive Certificates".................................................37, 45
"Depositor"................................................................6, 23
"Determination Date"..........................................................37
"Disqualifying Condition".....................................................78
"Distribution Account"........................................................51
"Distribution Date"...........................................................10
"DOJ".........................................................................76
115
<PAGE> 251
PAGE
----
"DTC"......................................................................3, 44
"Environmental Hazard Condition"..............................................77
"EPA".........................................................................76
"Equity Participations".......................................................29
"ERISA"..................................................................12, 108
"ERISA Plans"................................................................108
"Events of Default"...........................................................59
"Exchange Act".................................................................3
"Exemption"..................................................................109
"Fannie Mae"..................................................................36
"FDIC"...................................................................49, 111
"Grantor Trust Certificates"..................................................12
"Hazardous Materials".........................................................78
"Indirect Participants".......................................................44
"Insurance Proceeds"..........................................................49
"IRS".........................................................................84
"L/C Bank"....................................................................63
"Labor"......................................................................109
"Lease".....................................................................3, 7
"Lease Assignment".............................................................1
"Legislative History".........................................................87
"Lessee"....................................................................3, 7
"Liquidation Proceeds"........................................................49
"Loan-to-Value Ratio".........................................................28
"Lock-out Date"...............................................................29
"Lock-out Period".............................................................29
"Master REMIC"................................................................91
"Master Servicer"..............................................................6
"Model Law"..................................................................112
"Mortgage Assets"..........................................................1, 23
"Mortgage Interest Rate"...................................................7, 29
"Mortgage Loans"........................................................1, 6, 22
"Mortgage Notes"..............................................................23
"Mortgaged Properties".........................................................7
"Mortgages"...................................................................23
"Mortgagor"...................................................................65
"Multifamily Loans"...........................................................23
"Multifamily Properties"...................................................7, 23
"NCUA".......................................................................111
"Net Operating Income"........................................................26
"Nonrecoverable Advance"......................................................40
"Offered Certificates".........................................................1
"OID".........................................................................82
"OID Regulations".............................................................84
"Originator"..................................................................23
"OTS"........................................................................111
"Participants"................................................................44
"parties in interest"........................................................108
"Pass-Through Rate"........................................................9, 38
"Payment Lag Certificates"....................................................98
"Permitted Investments".......................................................49
"Plans"......................................................................108
"Policy Statement"...........................................................112
"Prepayment Assumption".......................................................87
"Prepayment Premium"..........................................................29
"Primary Servicer".............................................................6
116
<PAGE> 252
PAGE
----
"Prohibited Transactions Tax"................................................104
"Prospectus Supplement"........................................................1
"Purchase Price"..............................................................48
"Qualified Plans"............................................................108
"Rating Agency"...............................................................13
"RCRA"........................................................................76
"Record Date".................................................................37
"Refinance Loans".............................................................28
"REIT"........................................................................91
"Related Proceeds"............................................................40
"Relief Act"..................................................................80
"REMIC"....................................................................2, 12
"REMIC Certificates"..........................................................90
"REMIC Regular Certificateholder".............................................91
"REMIC Regular Certificates"..................................................12
"REMIC Regulations"...........................................................81
"REMIC Residual Certificateholder"............................................99
"REMIC Residual Certificates".................................................12
"Restricted Group"...........................................................110
"Retained Interest"...........................................................57
"RICO"........................................................................81
"SBJPA"......................................................................103
"Section 42 Properties".......................................................17
"Securities Act"...............................................................3
"Senior Certificates"......................................................9, 37
"Series".......................................................................1
"Servicer"....................................................................11
"Servicing Standard"..........................................................52
"Servicing Transfer Event"....................................................52
"SMMEA"......................................................................111
"SMMEA Certificates".........................................................111
"Special Servicer".............................................................6
"Specially Serviced Mortgage Loan"............................................52
"Startup Day".................................................................90
"Stripped ARM Obligations"....................................................88
"Stripped Bond Certificates"..................................................85
"Stripped Coupon Certificates"................................................85
"Stripped Interest Certificates"...........................................9, 37
"Stripped Principal Certificates"..........................................9, 37
"Subordinate Certificates".................................................9, 37
"Subsidiary REMIC"............................................................91
"Super-Premium Certificates"..................................................93
"thrift institutions"........................................................103
"Title V".....................................................................79
"TMP".........................................................................90
"Trust Assets".................................................................3
"Trust Fund"...................................................................1
"Trustee"......................................................................6
"U.S. Person".................................................................89
"UCC".........................................................................44
"Underlying CMBS".............................................................23
"Underlying Mortgage Loans"...................................................22
"Value".......................................................................28
"Voting Rights"...............................................................22
"Warranting Party"........................................................14, 47
"Whole Loans".................................................................23
117
<PAGE> 253
Page 1 of 15
STRUCTURAL AND COLLATERAL TERM SHEET
$422,474,000 (Approximate) June 30, 1997
AMRESCO Commercial Mortgage Funding I Corporation
Mortgage Pass-Through Certificates
Series 1997-C1
APPROX. SECURITIES STRUCTURE
<TABLE>
<CAPTION>
APPROX. EXPECTED
FACE/ CREDIT
EXPECTED NOTIONAL SUPPORT WEIGHTED PRINCIPAL
RATING AMOUNT (% OF AVERAGE PAYMENT
CLASS (S&P/FITCH) ($mm) UPB) LIFE(a) WINDOW(a)
- -------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Publicly Offered
Classes
A1 AAA/AAA $147.3 31.5% 4.96 07/97 - 07/04
A2 AAA/AAA 40.0 31.5 8.60 07/04 - 09/06
A3 AAA/AAA 141.6 31.5 9.42 09/06 - 02/07
B AA/AA+ 24.0 26.5 9.68 02/07 - 03/07
C A+/AA 12.0 24.0 9.69 03/07 - 03/07
D A/A 21.6 19.5 9.75 03/07 - 04/07
E BBB/BBB 26.4 14.0 9.78 04/07 - 04/07
F BBB-/BBB- 9.6 12.0 9.85 04/07 - 05/07
PRIVATELY PLACED
CLASSES (144a)
X Unr/AAA 480.1(b) --- N/A N/A
G BB/BB 31.2 5.5 9.86 05/07 - 05/07
H BB-/BB- 4.8 4.5 9.91 05/07 - 06/07
- ------------------------------------------------------------------
J B/B SOLD 7.2 3.0 9.94 06/07 - 06/07
K B-/B- SOLD 2.4 2.5 9.94 06/07 - 06/07
L Unr/Unr SOLD 12.0 --- 14.92 06/07 - 04/17
- ------------------------------------------------------------------
TOTAL SECURITIES: $ 480.1
-------
==================================================================
</TABLE>
(a) Calculated at 0% CPR and no balloon extension
(b) Notional amount
KEY FEATURES:
- -------------
<TABLE>
<S> <C>
Sole Manager: Goldman, Sachs & Co.
Mortgage Loan Sellers: AMRESCO Capital Corporation, Inc..
($457.5mm) and Goldman Sachs Mortgage
Company ($24.2mm)
Master Servicer: AMRESCO Services
Special Servicer: Midland Loan Services, L.P.
Trustee: LaSalle National Bank
Pricing: Publicly Offered Classes: June 27
Privately Offered Classes: June 30
Closing: July 8
Settlement: All classes will settle plus accrued from June 4
Cut-Off Date: June 1, 1997
Distribution Date: 17th of each month, or following business day
(commencing July 1997)
ERISA Eligible: Classes A1, A2, A3 and X are ERISA eligible subject to
certain conditions for eligibility
Representations &
Warranties: Provided by applicable Mortgage Loan Sellers
Structure: Sequential pay
Interest Accrual
Period: Initially June 9th - July 8th, then prior calendar month
Day Count: 30/360
Tax Treatment: REMIC
Rated Final
Distribution Date: June 17, 2029
Clean up Call: 1.0%
Minimum Denominations: Publicly Offered Classes: $10,000 & $1
Privately Offered Classes: $100,000 & $1
</TABLE>
================================================================================
COLLATERAL FACTS:
- -----------------
<TABLE>
<S> <C>
CUT-OFF DATE BALANCE: $480,085,034
NUMBER OF MORTGAGE LOANS: 97
AVERAGE CUT-OFF DATE BALANCE: $4,949,330
WEIGHTED AVERAGE CURRENT MORTGAGE INTEREST
RATE (a): 8.738%
WEIGHTED AVERAGE ORIGINAL AMORTIZATION TERM: 330mos.
WEIGHTED AVERAGE DSCR: 1.33x
WEIGHTED AVERAGE ORIGINAL LTV RATIO: 71.30%
WEIGHTED AVERAGE CUT-OFF DATE LTV RATIO: 68.774%
WEIGHTED AVERAGE REMAINING TERM TO MATURITY: 109mos.
</TABLE>
(a) Gross Coupon, inclusive of retained interest on SouthTrust and Ordway loans
* The Mortgage Pool contains no loans with preferred equity
* The Mortgage Pool contains relatively small proportions of high operating
leverage property types: lodging, nursing home, self storage
PREPAYMENT PENALTY TABLE
<TABLE>
<CAPTION>
INITIAL WTD. AVG. % OF WTD. WTD. AVG.
# OF POOL % OF INITIAL STATED LOCKOUT AVG./STATED MTHS OPEN TO
MORTGAGE BALANCE POOL REMAINING TERM REM. TERM OF PREPMT PRIOR
LOANS (mm) BALANCE TERM (mo.) (mo.) LOCKOUT TO MATURITY
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
Lockout\> of YM or 1% UPB 76 $337.35 70.27% 112 41 36 6
Lockout\YM 1 6.29 1.31 119 47 39 6
Lockout\Declining 2 14.94 3.11 190 45 24 6
Fee
> of YM or 1% UPB 1 2.83 0.59 114 0 0 6
> of YM/1% then Declining Fee 12 55.90 11.64 103 0 0 6
YM then 4 45.31 9.44 74 0 0 10
Declining Fee
Not Applicable 1 17.47 3.64 83 0 0 83
-- ------- ------ --- -- -- ---
TOTAL 97 $480.09 100.00% 109 41 36 9
==================================================================================================================================
</TABLE>
SELECTED LOAN DATA:
<TABLE>
<CAPTION>
CUT-OFF DATE PRINCIPAL BALANCE
(AS OF JUNE 1, 1997)(a)
-----------------------------------
GEOGRAPHIC NUMBER OF % BY WTD.
DISTRIBUTION MORTGAGE LOANS (000'S) BALANCE AVG. DSCR
======================================================================
<S> <C> <C> <C> <C>
Texas 21 $ 92,374 19.2% 1.34x
Florida 8 56,521 11.8 1.23
Oklahoma 6 47,377 9.9 1.26
Georgia 8 38,147 7.9 1.18
California 5 34,123 7.1 1.22
Virginia 4 33,990 7.1 1.33
New York 8 31,353 6.5 1.57
Other 37 146,199 30.5 1.40
-- -------- ----- ----
TOTAL 97 $480,085 100.0% 1.33x
======================================================================
</TABLE>
(a) Column totals may not add due to rounding.
<TABLE>
<CAPTION>
CUT-OFF DATE PRINCIPAL BALANCE
(AS OF JUNE 1, 1997)(a)
-----------------------------------
NUMBER OF % BY WTD.
PROPERTY TYPE MORTGAGE LOANS (000'S) BALANCE AVG. DSCR
======================================================================
<S> <C> <C> <C> <C>
Multifamily 46 $235,916% 49.1 1.26x
Retail - Anchored 13 86,149 17.9 1.36
Office 11 63,191 13.2 1.26
Retail-Unanchored 11 31,922 6.6 1.45
Lodging 5 21,700 4.5 1.58
Industrial/Warehouse 6 18,041 3.8 1.34
Nursing Home 3 16,806 3.5 1.87
Mixed Use 1 3,868 0.8 1.25
Self Storage 1 2,493 0.5 1.69
-- -------- ----- -----
TOTAL 97 $480,085% 100.0 1.33x
======================================================================
</TABLE>
(a) Column totals may not add due to rounding
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 254
Page 2 of 15
STRUCTURAL AND COLLATERAL TERM SHEET
===============================================================================
APPROXIMATE SECURITIES STRUCTURE
===============================================================================
<TABLE>
<CAPTION>
EXPECTED APPROX. WEIGHTED
RATING SIZE EXPECTED AVERAGE LIFE PRINCIPAL
CLASS (S&P/FITCH) ($MM) CREDIT SUPPORT COUPON DELIVERY (YRS.) (a) PAYMENT WINDOW (a)
===================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PUBLICLY OFFERED CLASSES:
A1 AAA/AAA $147.3 31.5% 6.73% DTC 4.96 07/97 - 06/04
A2 AAA/AAA 40.0 31.5 7.18 DTC 8.60 06/04 - 09/06
A3 AAA/AAA 141.6 31.5 7.19 DTC 9.42 09/06 - 02/07
B AA/AA+ 24.0 26.5 7.24(b) DTC 9.68 02/07 - 03/07
C A+/AA 12.0 24.0 7.27(b) DTC 9.70 03/07 - 03/07
D A/A 21.6 19.5 7.32(b) DTC 9.75 03/07 - 04/07
E BBB/BBB 26.4 14.0 7.44(b) DTC 9.78 04/07 - 05/07
F BBB-/BBB- 9.6 12.0 7.64(b) DTC 9.85 05/07 - 05/07
PRIVATELY PLACED CLASSES:
X Unr/AAA 480.1(c) -- N/A(d) DTC/Physical N/A N/A
G BB/BB 31.2 5.5 7.00 DTC/Physical 9.86 05/07 - 05/07
H BB-/BB- 4.8 4.5 7.00 DTC/Physical 9.91 05/07 - 06/07
J B/B 7.2 3.0 7.00 DTC/Physical 9.94 06/07 - 06/07
K B-/B- 2.4 2.5 7.00 DTC/Physical 9.94 06/07 - 06/07
L Unr/Unr 12.0 -- 7.00 DTC/Physical 14.92 06/07 - 04/17
</TABLE>
(a) Calculated at 0% CPR and no balloon extension
(b) Subject to a cap equal to the weighted average of the Remittance Rates in
effect from time to time on the mortgage loans
(c) Notional amount
(d) The Class X coupon is calculated as the excess of (i) the weighted average
Remittance Rate times the Scheduled Principal Balance of the loans over
(ii) the sum of the Pass-Through Rates times the class balances of related
Certificates
===============================================================================
STRUCTURAL OVERVIEW
===============================================================================
<TABLE>
<CAPTION>
APPROXIMATE PERCENT S & P APPROXIMATE CREDIT
OF TOTAL RATING FITCH RATING SUPPORT
===================================================================================================================================
<S> <C> <C>
---------------------------==========================================
CLASS Class A1 Class A2 Class A3
68.5% X (30.7%) (8.3%) (29.5%) 31.5%
UNR/AAA AAA/AAA AAA/AAA AAA/AAA
==========================================
5.0 Class B AA AA+ 26.5
------------------------------------------
2.5 NET WAC MORTGAGE Class C A+ AA 24.0
------------------------------------------
4.5 LOAN TIMES MORTGAGE Class D A A 19.5
------------------------------------------
5.5 LOAN BALANCE LESS Class E BBB BBB 14.0
------------------------------------------
2.0 INTEREST ON ALL Class F BBB- BBB- 12.0
------------------------------------------
6.5 CERTIFICATES Class G BB BB 5.5
------------------------------------------
1.0 (EXCEPT CLASS X Class H BB- BB- 4.5
------------------------------------------
1.5 CERTIFICATES) Class J B B 3.0
------------------------------------------
0.5 Class K B- B- 2.5
------------------------------------------
2.5 Class L Unr Unr ---
---------------------------------------------------------------------
</TABLE>
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 255
Page 3 of 15
STRUCTURAL AND COLLATERAL TERM SHEET
===============================================================================
STRUCTURAL OVERVIEW - Cont.
===============================================================================
* The Mortgage Pool will be comprised of one Loan Group
- Principal will be allocated sequentially to A1, A2, A3, B, C, D, E, F,
G, H, J, K and L Certificates (If all classes other than classes A1, A2
and A3 have reduced to zero, principal will be allocated to Class A1,
A2 and A3 pro-rata)
* Class X will receive interest payments pro-rata (based on interest
entitlements) with the Class A Certificates each month
* Each of the Classes will be subordinate to earlier alphabetically lettered
classes (except Class X) (Losses will be allocated in reverse alphabetical
order to Classes with certificate balances and pro-rata to Classes A1, A2,
A3)
* The servicer will cover net prepayment interest shortfalls, up to 2 basis
points. Net shortfalls (after application of prepayment interest excesses)
will be allocated pro-rata to all classes (based on interest entitlements)
* All classes will pay interest on a 30/360 basis
* Shortfalls resulting from servicer modifications or special servicer
compensation will be allocated in reverse alphabetical order to Classes
with certificate balances
===============================================================================
ALLOCATION OF PREPAYMENT PENALTIES
===============================================================================
ALLOCATION OF PREPAYMENT PREMIUMS
Prepayment premiums will be allocated between the Offered Certificates and the
Class X certificates as follows:
Yield Maintenance Charges:
- A percentage of all Yield Maintenance Charges(1) will be allocated to
the Offered Certificates in proportion to the product of (a) the
percentage of the total principal distribution that each such Class
receives, and (b) a percentage which is based on the relationship
between the Pass-Through Rate and the Spread Rate of the Class
currently receiving principal, the mortgage rate of the loan that has
prepaid, and the discount rate used in calculating the borrower's yield
maintenance penalty
<TABLE>
------------------------------------------------------------------------
<S> <C>
Yield Maintenance (Pass-Through Rate - Discount Rate - Spread Rate)
Charge Allocation = ------------------------------------------------
Percentage (Mortgage Rate - Discount Rate)
------------------------------------------------------------------------
</TABLE>
- -------------------
(1) In excess of amounts allocated to the Excess Interest Holder for
prepayments of the SouthTrust Loans
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 256
Page 4 of 15
STRUCTURAL AND COLLATERAL TERM SHEET
===============================================================================
ALLOCATION OF PREPAYMENT PENALTIES - Cont.
===============================================================================
* The remaining percentage of the Yield Maintenance Charges will be
allocated to the Class X Certificates
* In general, this formula provides for an increase in the allocation of
yield maintenance charges to the Offered Certificates then entitled to
principal distribution relative to the Class X certificates as interest
rates decrease and a decrease in the allocation to such Classes as
interest rates rise
Percentage Prepayment Premium:
* 25% of all Fixed Percentage Prepayment Premiums(1) will be allocated to
the Offered Certificates in proportion to the percentage of the total
principal distribution that each such Class receives. The remaining
percentage of the Fixed Percentage Prepayment Premiums will be
allocated to the Class X Certificates
===============================================================================
MORTGAGE POOL OVERVIEW
===============================================================================
* The Mortgage Pool is comprised of 97 performing multifamily and commercial
loans with an aggregate Cut-Off Date Balance of approximately $480,085,034
* All of the Mortgage Loans are secured by first liens on multifamily and
commercial properties
* The Pool's average Cut-Off Date Principal Balance is approximately
$4,949,330
* The Pool's weighted average current Debt Service Coverage Ratio is 1.33x
* The Pool's Cut-Off Date LTV is 68.8%
* The Pool's weighted average Mortgage Interest Rate is approximately 8.738%
REMOVAL OF THE SPECIAL SERVICER/CONTROLLING CLASS REPRESENTATIVE
The Pooling and Servicing Agreement permits the holder (or holders) of the
majority of the Voting Rights allocated to the Controlling Class of Sequential
Pay Certificates to select a representative (the "Controlling Class
Representative") from whom the Special Servicer will seek advice and approval
and take direction under certain circumstances. The "Controlling Class of
Sequential Pay Certificates" is the most junior class of certificates (not
including Class X) currently outstanding which has a minimum principal balance
at least equal to 25% of its original balance (or if no class shall have a
principal balance at least equal to 25%, then the most subordinate Class
outstanding). The Controlling Class Representative can also replace the Special
Servicer with a new Special Servicer acceptable to the Rating Agencies.
- ----------------------
(1) In excess of amounts allocated to the Excess Interest Holder for
prepayments of the South Trust Loans
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 257
Page 5 of 15
STRUCTURAL AND COLLATERAL TERM SHEET
===============================================================================
MORTGAGE POOL OVERVIEW - Cont.
===============================================================================
COLLATERAL VALUE ADJUSTMENT
Upon the earliest of the date (each such date, a "Required Appraisal Date")
that (1) any Mortgage Loan is sixty (60) days delinquent in respect of any
Monthly Payment or Balloon Payment, (2) any REO Property is acquired on behalf
of the Trust Fund, (3) any Mortgage Loan has been modified by the Special
Servicer to reduce the amount of any Monthly Payment, or change the principal
balance, amortization term or Maturity Date, (4) a receiver is appointed and
continues in such capacity in respect of a Mortgaged Property securing any
Mortgage Loan for 60 days, (5) 60 days after a borrower with respect to any
Mortgage Loan is subject to a voluntary bankruptcy proceeding or (6) a Balloon
Payment with respect to any Mortgage Loan is due and has not been paid on its
scheduled maturity date (each such Mortgage Loan, including an REO Mortgage
Loan, a "Required Appraisal Loan"), the Special Servicer will be required to
obtain (within 60 days of the applicable Required Appraisal Date) an appraisal
of the related Mortgage Property.
As a result of any such appraisal, it may be determined that a "Collateral
Value Adjustment" exists with respect to the related Required Appraisal Loan.
SPECIAL SERVICER/LOAN MODIFICATIONS
The initial Special Servicer will be Midland Loan Services, L.P. The Special
Servicer will be responsible for servicing loans that, in general, are in
default or are in imminent default and for administering REO properties. The
Special Servicer may modify such loans, if among other things, such
modifications, in the sole good faith of the Special Serivicer, increases the
recovery to Certificateholders on a present value basis.
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 258
Page 6 of 15
STRUCTURAL AND COLLATERAL TERM SHEET
===============================================================================
PREPAYMENT PROVISIONS
===============================================================================
* Approximately 96.4% of the Pool Balance has prepayment protection as of
the Cut-Off Date
* Approximately 74.8% of the Pool Balance is locked out as of the Cut-Off
Date
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
PREPAYMENT LOCK-OUT/ PREMIUM ANALYSIS
-----------------------------------------------------------------------------------------------------------------
PERCENTAGE OF MORTGAGE POOL BY PREPAYMENT RESTRICTION ASSUMING NO PREPAYMENT
----------------------------------------------------------------------------------------------
PREPAYMENT JUN. JUN. JUN. JUN. JUN. JUN. JUN. JUN. JUN. JUN.
RESTRICTIONS 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Locked Out 74.69% 73.52% 65.58% 65.86% 5.79% 0.89% 0.88% 0.00% 0.00% 0.00%
Yield Maintenance 21.67% 23.20% 30.60% 22.19% 83.38% 81.75% 77.00% 85.21% 85.27% 63.55%
-----------------------------------------------------------------------------------------------------------------
SUBTOTAL 96.36% 96.72% 96.18% 88.05% 89.17% 82.64% 77.88% 85.21% 85.27% 63.55%
% Premium
7.00 - 7.99% 0.00% 0.00% 0.00% 0.00% 0.00% 2.19% 0.00% 0.00% 0.00% 0.00%
6.00 - 6.99% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 2.17% 0.00% 0.00% 0.00%
5.00 - 5.99% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 2.57% 0.00% 0.00%
4.00 - 4.99% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 2.51% 0.00%
3.00 - 3.99% 0.00% 0.00% 0.94% 0.00% 0.00% 0.00% 3.09% 8.46% 0.00% 2.54%
2.00 - 2.99% 0.00% 0.00% 0.00% 8.10% 0.00% 5.12% 0.00% 3.75% 8.45% 0.00%
1.00 - 1.99% 0.00% 0.00% 0.00% 0.00% 8.29% 0.99% 1.00% 0.00% 3.76% 3.20%
0.00 - 0.99% 0.00% 0.00% 0.00% 0.00% 0.00% 7.66% 0.00% 0.00% 0.00% 0.00%
Open 3.64% 3.28% 2.88% 3.85% 2.54% 1.40% 15.86% 0.00% 0.00% 30.71%
-----------------------------------------------------------------------------------------------------------------
TOTALS 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
Mortgage Pool
Balance ($ million) $480.09 $473.56 $466.44 $458.69 $443.80 $420.75 $411.02 $332.92 $325.89 $306.21
% of Initial Pool
Balance 100.00% 98.64% 97.16% 95.54% 92.44% 87.64% 85.61% 69.35% 67.88% 63.78%
-----------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
PREPAYMENT LOCK-OUT/ PREMIUM ANALYSIS
-----------------------------------------------------------------------------------------------------------------
PERCENTAGE OF MORTGAGE POOL BY PREPAYMENT RESTRICTION ASSUMING NO PREPAYMENT
----------------------------------------------------------------------------------------------
PREPAYMENT JUN. JUN. JUN. JUN. JUN. JUN. JUN. JUN. JUN. JUN.
RESTRICTIONS 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Locked Out 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Yield Maintenance 29.46% 29.68% 29.95% 30.28% 30.72% 31.33% 32.21% 33.67% 36.56% 45.24%
-----------------------------------------------------------------------------------------------------------------
SUBTOTAL 29.46% 29.68% 29.95% 30.28% 30.72% 31.33% 32.21% 33.67% 36.56% 45.24%
% Premium
7.00 - 7.99% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
6.00 - 6.99% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
5.00 - 5.99% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
4.00 - 4.99% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
3.00 - 3.99% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
2.00 - 2.99% 70.54% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
1.00 - 1.00% 0.00% 70.32% 70.05% 69.72% 69.28% 68.67% 67.79% 66.33% 63.44% 54.76%
0.00 - 0.99% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Open 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
-----------------------------------------------------------------------------------------------------------------
TOTALS 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
Mortgage Pool
Balance ($ million) $10.37 $9.70 $8.96 $8.16 $7.28 $6.32 $5.27 $4.12 $2.86 $1.48
% of Initial Pool
Balance 2.16% 2.02% 1.87% 1.70% 1.52% 1.32% 1.10% 0.86% 0.60% 0.31%
-----------------------------------------------------------------------------------------------------------------
</TABLE>
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 259
Page 7 of 15
STRUCTURAL AND COLLATERAL TERM SHEET
===============================================================================
GEOGRAPHIC DISTRIBUTION BY CUT-OFF DATE PRINCIPAL BALANCE
===============================================================================
[PERCENTAGE CHART]
<TABLE>
<CAPTION>
PERCENTAGE OF WEIGHTED WEIGHTED
AGGREGATE AVERAGE DEBT WEIGHTED AVERAGE WEIGHTED
CUT-OFF DATE CUT-OFF DATE NUMBER OF SERVICE AVERAGE REMAINING AVERAGE WEIGHTED
PRINCIPAL PRINCIPAL MORTGAGE COVERAGE REMAINING AMORTIZATION MORTGAGE AVERAGE
PROPERTY STATE BALANCE BALANCE LOANS RATIO TERM TERM INTEREST RATE CURRENT LTV
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Texas $92,374,161 19.2% 21 1.34x 103 339 8.645% 72%
Florida 56,521,359 11.8 8 1.23 82 344 8.584 71
Oklahoma 47,377,271 9.9 6 1.26 117 357 8.581 74
Georgia 38,146,721 8.0 8 1.18 100 340 8.640 74
California 34,123,381 7.1 5 1.22 99 185 8.644 50
Virginia 33,989,957 7.1 4 1.33 114 313 8.551 73
New York 31,353,294 6.5 8 1.57 154 277 9.014 63
Minnesota 16,186,707 3.4 2 1.29 116 319 9.198 73
District of Columbia 13,354,455 2.8 2 1.53 116 296 9.360 52
Massachusetts 9,829,655 2.1 2 1.34 119 321 9.282 68
Washington 9,683,494 2.0 4 1.40 113 310 8.762 60
Michigan 9,650,000 2.0 1 1.35 120 360 8.380 79
Delaware 9,568,986 2.0 2 1.34 99 313 8.664 61
Colorado 8,795,805 1.8 2 1.23 56 283 8.854 71
Louisiana 8,539,750 1.8 3 1.68 114 294 9.389 70
Connecticut 6,643,365 1.4 2 1.41 117 297 9.117 63
Utah 6,485,790 1.4 2 1.39 118 298 8.899 69
New Hampshire 6,485,105 1.4 3 1.57 117 333 8.290 61
Maine 5,994,354 1.3 2 1.35 178 274 9.170 70
Missouri 5,396,756 1.1 1 1.35 118 298 8.310 79
Kansas 5,211,473 1.1 1 1.35 114 294 9.010 74
New Jersey 4,483,977 0.9 1 1.31 80 296 9.080 69
Arkansas 4,370,295 0.9 1 1.60 115 253 8.700 66
Wisconsin 4,253,600 0.9 1 1.42 114 318 8.370 75
Arizona 3,824,535 0.8 1 1.33 112 292 9.620 66
Nebraska 3,200,000 0.7 1 1.31 120 324 8.480 62
Tennessee 1,573,344 0.3 1 1.42 105 285 7.950 72
South Carolina 1,523,317 0.3 1 1.25 118 358 8.970 69
Oregon 1,144,123 0.2 1 1.57 236 236 10.332 63
------------ ----- -- ---- --- --- ----- --
TOTAL/WEIGHTED AVG. $480,085,034 100.0% 97 1.33x 109 315 8.738% 69%
===================================================================================================================================
</TABLE>
(a) Column totals may not sum due to rounding
(b) Gross Coupon, inclusive of retained interest on SouthTrust and Ordway loans
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 260
Page 8 of 15
STRUCTURAL AND COLLATERAL TERM SHEET
===============================================================================
GEOGRAPHIC DISTRIBUTION BY CUT-OFF DATE PRINCIPAL BALANCE
===============================================================================
[MAP OF UNITED STATES]
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 261
Page 9 of 15
STRUCTURAL AND COLLATERAL TERM SHEET
===============================================================================
PROPERTY TYPE DISTRIBUTION BY CUT-OFF DATE PRINCIPAL BALANCE
===============================================================================
[PIE CHART]
<TABLE>
<CAPTION>
PERCENT BY
AGGREGATE WEIGHTED
CUT-OFF WEIGHTED WEIGHTED AVERAGE
CUT-OFF DATE DATE AVERAGE AVERAGE REMAINING WEIGHTED WEIGHTED WEIGHTED
PROPERTY TYPE PRINCIPAL PRINCIPAL NUMBER OF MORTGAGE REMAINING AMORTIZATION MIN MAX AVERAGE AVERAGE AVERAGE
BALANCE BALANCE PROPERTIES RATE TERM TERM DSCR DSCR DSCR LTV OCCUPANCY
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MULTIFAMILY $235,915,547 49.1% 56 8.515% 101 342 1.00x 1.65x 1.26x 73% 94%
RETAIL - ANCHORED 86,149,246 17.9 13 8.786 105 325 1.20 1.49 1.36 69 97
OFFICE 63,190,935 13.2 11 8.866 107 240 0.99 2.02 1.26 59 95
RETAIL - UNANCHORED 31,922,284 6.6 11 9.156 124 292 1.25 1.71 1.45 63 96
LODGING 21,699,693 4.5 5 9.225 122 281 1.52 1.83 1.58 57 76
INDUSTRIAL/WAREHOUSE 18,040,962 3.8 6 9.287 117 309 1.30 1.44 1.34 67 99
NURSING HOME 16,805,758 3.5 3 9.023 191 259 1.76 1.92 1.87 64 98
SELF-STORAGE 3,867,669 0.8 1 9.250 112 316 1.25 1.25 1.25 72 96
MIXED USE 2,492,941 0.5 2 8.720 117 297 1.69 1.69 1.69 65 97
------------ ----- --- ----- --- --- ---- ---- ---- -- --
TOTAL/WEIGHTED AVG. $480,085,034 100.0% 108 8.738% 109 315 0.99x 2.02x 1.33x 69% 95%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Column totals may not sum due to rounding
(b) Gross Coupon, inclusive of retained interest on SouthTrust and Ordway loans
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 262
Page 10 of 15
===============================================================================
DEBT SERVICE COVERAGE RATIO
===============================================================================
* Weighted Average Current Debt Service Coverage Ratio: 1.33x
* 81% of the Portfolio has Debt Service Coverage Ratio greater than 1.20x
<TABLE>
<CAPTION>
PERCENTAGE WEIGHTED WEIGHTED WEIGHTED
CUT-OFF OF AGGREGATE AVERAGE WEIGHTED AVERAGE AVERAGE WEIGHTED
CUT-OFF DATE DATE CUT-OFF DATE NUMBER OF DEBT SERVICE AVERAGE REMAINING MORTGAGE AVERAGE
DEBT SERVICE PRINCIPAL PRINCIPAL MORTGAGE COVERAGE REMAINING AMORTIZATION INTEREST CURRENT
COVERAGE RATIO BALANCE BALANCE LOANS RATIO TERM TERM RATE LTV
================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0.99 - 1.10x $ 46,760,063 9.7% 4 1.02x 90 250 8.514% 60%
1.11 - 1.20 44,595,388 9.3 9 1.17 100 334 8.642 74
1.21 - 1.30 145,218,082 30.3 30 1.27 103 336 8.721 73
1.31 - 1.40 132,198,239 27.5 23 1.34 109 325 8.796 71
1.41 - 1.50 48,917,506 10.2 13 1.46 116 309 8.658 67
1.51 - 1.60 26,985,514 5.6 7 1.54 121 293 9.019 59
1.61 - 1.70 11,131,510 2.3 5 1.65 117 300 8.789 58
1.71 - 1.80 8,024,637 1.7 3 1.77 114 294 9.174 67
1.81 - 1.90 2,830,820 0.6 1 1.83 114 270 8.950 59
1.91 - 2.00 10,451,697 2.2 1 1.92 237 237 8.870 60
2.01 - 2.25 2,971,578 0.6 1 2.02 114 234 8.724 31
------------ ----- -- ---- --- --- ----- --
TOTAL/WEIGHTED AVG. $480,085,034 100.0% 97 1.33x 109 315 8.738% 69*
================================================================================================================================
</TABLE>
(a) Debt Service is the ratio of Underwriting NOI over the annualized debt
service payments
(b) Column totals may not add due to rounding
(c) Gross Coupon, inclusive of retained interest on SouthTrust and Ordway loans
===============================================================================
CUT-OFF DATE LOAN TO VALUE RATIO
===============================================================================
* Weighted Average Current Loan to Value Ratio: 68.7%
<TABLE>
<CAPTION>
PERCENTAGE WEIGHTED WEIGHTED WEIGHTED
CUT-OFF OF AGGREGATE AVERAGE WEIGHTED AVERAGE AVERAGE WEIGHTED
RANGE OF DATE CUT-OFF DATE NUMBER OF DEBT SERVICE AVERAGE REMAINING MORTGAGE AVERAGE
CUT-OFF DATE PRINCIPAL PRINCIPAL MORTGAGE COVERAGE REMAINING AMORTIZATION INTEREST CURRENT
LOAN-TO-VALUE RATIOS BALANCE BALANCE LOANS RATIO TERM TERM RATE LTV
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
31%-50% $ 29,310,576 6.1% 5 1.23x 96 170 8.640% 40%
51-60 21,394,315 4.5 6 1.58 105 296 9.150 54
61-65 78,026,064 16.3 20 1.47 127 298 8.763 62
66-70 82,518,340 17.2 20 1.36 115 313 8.914 68
71-75 167,537,916 34.9 30 1.28 100 330 8.745 73
76-80 83,003,691 17.3 13 1.26 108 348 8.554 78
81-85 18,294,131 3.8 3 1.27 117 357 8.290 81
------------ ----- -- ---- --- --- ----- --
TOTAL/WEIGHTED AVG. $480,085,034 100.0% 97 1.33x 109 315 8.738% 69%
==================================================================================================================================
</TABLE>
(a) Ratio of Cut-Off Date Loan Balance over Appraisal Value at Origination
(b) Column totals may not add due to rounding
(c) Gross Coupon, inclusive of retained interest on SouthTrust and Ordway loans
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 263
Page 11 of 15
===============================================================================
BALLOON LOAN-TO-VALUE RATIO
===============================================================================
<TABLE>
<CAPTION>
PERCENTAGE OF WEIGHTED WEIGHTED WEIGHTED
AGGREGATE AVERAGE WEIGHTED AVERAGE AVERAGE
BALLOON CUT-OFF DATE CUT-OFF DATE NUMBER OF DEBT SERVICE AVERAGE REMAINING MORTGAGE WEIGHTED
LOAN-TO-VALUE PRINCIPAL PRINCIPAL MORTGAGE COVERAGE REMAINING AMORTIZATION INTEREST AVERAGE
RATIOS BALANCE BALANCE LOANS RATIO TERM TERM RATE CURRENT LTV
===================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Not Available (b) $ 29,063,374 6.1% 3 1.35x 144 144 8.705% 46%
8% - 50% 47,811,810 10.6 14 1.55 119 280 8.976 55
51 - 60 106,393,991 28.9 35 1.38 115 299 8.879 66
61 - 65 123,278,814 20.1 19 1.34 108 331 8.754 71
66 - 70 120,545,021 23.4 19 1.22 95 347 8.597 75
71 - 75 41,068,842 8.6 6 1.24 117 357 8.559 80
76 - 80 11,923,181 2.5 1 1.30 55 355 8.490 80
------------ ----- -- ---- --- --- ----- --
TOTAL/WEIGHTED AVG. $480,085,034 100.0% 97 1.33x 109 315 8.738% 69%
===================================================================================================================================
</TABLE>
(a) Column totals may not add due to rounding
(b) Fully amortizing loans
(c) Gross Coupon, inclusive of retained interest on SouthTrust and Ordway loans
===============================================================================
ORIGINAL AMORTIZATION TERM (in months)
===============================================================================
<TABLE>
<CAPTION>
WEIGHTED
PERCENTAGE AVERAGE WEIGHTED WEIGHTED
CUT-OFF DATE OF AGGREGATE DEBT WEIGHTED AVERAGE AVERAGE
ORIGINAL CUT-OFF DATE CUT-OFF DATE NUMBER OF SERVICE AVERAGE REMAINING MORTGAGE WEIGHTED
AMORTIZATION TERM PRINCIPAL PRINCIPAL MORTGAGE COVERAGE REMAINING AMORTIZATION INTEREST AVERAGE
(MONTHS) BALANCE BALANCE LOANS RATIO TERM TERM RATE CURRENT LTV
===================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
211 - 240 $ 19,581,997 4.1% 5 1.76x 186 233 8.943% 57%
241 - 270 7,372,370 1.5 2 1.53 165 253 8.847 67
271 - 300 160,699,253 33.5 48 1.40 109 293 8.977 66
301 - 330 20,998,064 4.4 6 1.30 116 320 8.630 68
331 - 360 271,433,350 56.5 36 1.25 101 335 8.588 71
------------ ----- -- ---- --- --- ----- --
TOTAL/WEIGHTED AVG. $480,085,034 100.0% 97 1.33x 109 315 8.738% 69%
===================================================================================================================================
</TABLE>
(a) Column totals may not add due to rounding
(b) Gross Coupon, inclusive of retained interest on SouthTrust and Ordway loans
===============================================================================
REMAINING AMORTIZATION TERM (in months)
===============================================================================
<TABLE>
<CAPTION>
PERCENTAGE WEIGHTED WEIGHTED WEIGHTED
CUT-OFF DATE OF AGGREGATE AVERAGE WEIGHTED AVERAGE AVERAGE
REMAINING CUT-OFF DATE CUT-OFF DATE NUMBER OF DEBT SERVICE AVERAGE REMAINING MORTGAGE WEIGHTED
AMORTIZATION TERM PRINCIPAL PRINCIPAL MORTGAGE COVERAGE REMAINING AMORTIZATION INTEREST AVERAGE
(MONTHS) BALANCE BALANCE LOANS RATIO TERM TERM RATE CURRENT LTV
===================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
61 - 90 $ 17,467,554 3.6% 1 0.99x 83 83 8.500% 36%
181 - 210 2,241,106 0.5 1 1.39 110 207 9.125 61
211 - 240 17,340,891 3.6 4 1.81 196 236 8.919 57
241 - 270 14,730,696 3.1 4 1.56 140 260 8.652 66
271 - 300 153,340,926 31.9 46 1.39 109 294 9.002 66
301 - 330 20,998,064 4.4 6 1.30 116 320 8.630 68
331 - 360 253,965,796 52.9 35 1.27 102 352 8.594 74
------------ ----- -- ---- --- --- ----- --
TOTAL/WEIGHTED AVG. $480,085,034 100.0% 97 1.33x 109 315 8.738% 69%
===================================================================================================================================
</TABLE>
(a) Column totals may not add due to rounding
(b) Gross Coupon, inclusive of retained interest on SouthTrust and Ordway loans
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 264
Page 12 of 15
===============================================================================
CURRENT MORTGAGE INTEREST RATES
===============================================================================
<TABLE>
<CAPTION>
WEIGHTED
PERCENTAGE AVERAGE WEIGHTED WEIGHTED
CUT-OFF OF AGGREGATE DEBT WEIGHTED AVERAGE AVERAGE WEIGHTED
DATE CUT-OFF DATE NUMBER OF SERVICE AVERAGE REMAINING MORTGAGE AVERAGE
CUT-OFF DATE PRINCIPAL PRINCIPAL MORTGAGE COVERAGE REMAINING AMORTIZATION INTEREST CURRENT
MORTGAGE RATE BALANCE BALANCE LOANS RATIO TERM TERM RATE LTV
===================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
7.751% - 8.000 % $ 1,573,344 0.33% 1 1.42x 105 285 7.950% 72%
8.001 - 8.250 12,944,927 2.70 2 1.16 109 318 8.085 72
8.251 - 8.500 145,565,653 30.32 25 1.24 100 312 8.412 70
8.501 - 8.750 131,776,956 27.45 19 1.36 104 330 8.614 70
8.751 - 9.000 57,377,160 11.95 13 1.46 127 308 8.900 66
9.001 - 9.250 75,238,054 15.67 21 1.33 114 304 9.106 68
9.251 - 9.500 44,407,889 9.25 11 1.41 114 313 9.322 67
9.501 - 9.750 10,056,927 2.09 4 1.32 115 295 9.612 67
10.251 - 10.500 1,144,123 0.24 1 1.57 236 236 10.332 63
------------ ----- -- ---- --- --- ------ --
TOTAL/WEIGHTED AVG. $480,085,034 100.0% 97 1.33x 109 315 8.738% 69%
===================================================================================================================================
</TABLE>
(a) Column totals may not add due to rounding
(b) Gross Coupon, inclusive of retained interest on SouthTrust and Ordway loans
===============================================================================
PAYMENT TYPES
===============================================================================
<TABLE>
<CAPTION>
WEIGHTED
PERCENTAGE AVERAGE WEIGHTED WEIGHTED
CUT-OFF OF AGGREGATE DEBT WEIGHTED AVERAGE AVERAGE WEIGHTED
DATE CUT-OFF DATE NUMBER OF SERVICE AVERAGE REMAINING MORTGAGE AVERAGE
PRINCIPAL PRINCIPAL MORTGAGE COVERAGE REMAINING AMORTIZATION INTEREST CURRENT
PAYMENT TYPE BALANCE BALANCE LOANS RATIO TERM TERM RATE LTV
===================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Amortizing Balloon $451,021,659 93.95% 94 1.33x 107 326 8.740% 70%
Fully Amortizing 29,063,374 6.05 3 1.35 144 144 8.705 46
------------ ------ -- ---- --- --- ----- --
TOTAL/WEIGHTED AVG. $480,085,034 100.00% 97 1.33x 109 315 8.738% 69%
===================================================================================================================================
</TABLE>
(a) Column totals may not add due to rounding
(b) Gross Coupon, inclusive of retained interest on SouthTrust and Ordway loans
===============================================================================
REMAINING TERM TO MATURITY (in months)
===============================================================================
<TABLE>
<CAPTION>
WEIGHTED
PERCENTAGE AVERAGE WEIGHTED WEIGHTED
CUT-OFF OF AGGREGATE DEBT WEIGHTED AVERAGE AVERAGE WEIGHTED
DATE CUT-OFF DATE NUMBER OF SERVICE AVERAGE REMAINING MORTGAGE AVERAGE
CUT-OFF DATE PRINCIPAL PRINCIPAL MORTGAGE COVERAGE REMAINING AMORTIZATION INTEREST CURRENT
REMAINING TERM (MONTHS) BALANCE BALANCE LOANS RATIO TERM TERM RATE LTV
===================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
31 - 60 $ 21,557,888 4.49% 3 1.29x 49 323 8.683% 74%
61 - 90 90,430,370 18.84 11 1.20 77 296 8.571 64
91 - 120 353,498,881 73.63 80 1.35 115 322 8.773 70
211 - 240 14,597,894 3.04 3 1.79 237 240 9.024 62
------------ ------ -- ---- --- --- ----- --
TOTAL/WEIGHTED AVG. $480,085,034 100.00% 97 1.33x 109 315 8.738% 69%
===================================================================================================================================
</TABLE>
(a) Column totals may not add due to rounding
(b) Gross Coupon, inclusive of retained interest on SouthTrust and Ordway loans
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 265
Page 13 of 15
===============================================================================
SEASONING (in months)
===============================================================================
<TABLE>
<CAPTION>
WEIGHTED
PERCENTAGE AVERAGE WEIGHTED WEIGHTED
CUT-OFF OF AGGREGATE DEBT WEIGHTED AVERAGE AVERAGE WEIGHTED
DATE CUT-OFF DATE NUMBER OF SERVICE AVERAGE REMAINING MORTGAGE AVERAGE
CUT-OFF DATE PRINCIPAL PRINCIPAL MORTGAGE COVERAGE SEASONING AMORTIZATION INTEREST CURRENT
SEASONING (MONTHS) BALANCE BALANCE LOANS RATIO TERM TERM RATE LTV
===================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Newly Originated $ 16,385,000 3.41% 3 1.34x 0 353 8.587% 74%
1-10 416,551,593 86.77 88 1.36 5 322 8.766 70
11-20 22,826,165 4.75 4 1.10 13 343 8.492 74
21-30 6,854,721 1.43 1 1.20 21 279 8.830 72
241-277 17,467,554 3.64 1 0.99 277 83 8.500 36
------------ ------ -- ---- ---- --- ----- --
TOTAL/WEIGHTED AVG. $480,085,034 100.00% 97 1.33x 15 315 8.738% 69%
===================================================================================================================================
</TABLE>
(a) Column totals may not add due to rounding
(b) Gross Coupon, inclusive of retained interest on SouthTrust and Ordway loans
===============================================================================
YEAR OF ORIGINATION
===============================================================================
<TABLE>
<CAPTION>
WEIGHTED
PERCENTAGE AVERAGE WEIGHTED
CUT-OFF OF AGGREGATE DEBT WEIGHTED WEIGHTED AVERAGE WEIGHTED
DATE CUT-OFF DATE NUMBER OF SERVICE AVERAGE AVERAGE MORTGAGE AVERAGE
PRINCIPAL PRINCIPAL MORTGAGE COVERAGE REMAINING AMORTIZATION INTEREST CURRENT
ORIGINATION YEAR BALANCE BALANCE LOANS RATIO TERM TERM RATE LTV
===================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1996 $251,242,950 52.33% 48 1.32x 100 324 8.691% 70%
1997 204,519,808 42.60 47 1.38 125 324 8.813 70
1974 17,467,554 3.64 1 0.99 83 83 8.500 36
1995 6,854,721 1.43 1 1.20 39 279 8.830 72
------------ ------ -- ---- --- --- ----- --
TOTAL/WEIGHTED AVG. $480,085,034 100.00% 97 1.33x 109 315 8.738% 69%
===================================================================================================================================
</TABLE>
(a) Column totals may not add due to rounding
(b) Gross Coupon, inclusive of retained interest on SouthTrust and Ordway loans
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 266
Page 14 of 15
===============================================================================
OVERVIEW OF SOURCES OF MORTGAGE LOANS
===============================================================================
* AMRESCO Commercial Mortgage Funding, L.P. is contributing 93 loans with an
approximate unpaid principal balance of $455 million
- Approximately $330 million (75 loans ) originated by AMRESCO Capital
Corporation
- Approximately $101 million (16 loans) purchased from SouthTrust Funding
Corporation
- Approximately $24 million (2 loans) purchased in single note
transactions
* Goldman Sachs Mortgage Company is contributing 4 loans with an approximate
unpaid principal balance of $24 million
- Loans were originated by Central Park Capital, L.L.C. ("CPC"), a
Delaware Limited Liability company organized to originate commercial
mortgage loans. All loans originated by CPC are fully funded by Goldman
Sachs Mortgage Company concurrent with closing
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 267
Page 15 of 15
GOLDMAN, SACHS & CO.
85 BROAD STREET
NEW YORK, N.Y. 10004
INVESTMENT BANKING DIVISION
- ---------------------------
Finance
- -------
Jeffrey Fastov Phone: (212) 902-4015
Vice President Fax: (212) 357-5505
Todd Sammann Phone: (212) 902-6398
Associate Fax: (212) 357-5505
Brian Landau Phone: (212) 902-8139
Analyst Fax: (212) 357-5505
Due Diligence
Rolf Edwards Phone: (212) 902-5637
Associate Fax: (212) 357-5505
STRUCTURED FINANCE
- ------------------
Steve Enfield Phone: (212) 902-3251
Vice President Fax: (212) 902-4024
MORTGAGE SALES AND TRADING
- --------------------------
Mark Kogan Phone: (212) 902-2565
Vice President Fax: (212) 902-1691
Justin Kennedy Phone: (212) 902-2914
Associate Fax: (212) 902-1691
Jim Mrowka Phone: (212) 902-2914
Associate Fax: (212) 902-1691
MORTGAGE RESEARCH
- -----------------
Mark Buono Phone: (212) 902-3824
Vice President Fax: (212) 902-1691
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 268
================================================================================
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
DEPOSITOR OR BY THE UNDERWRITER. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS
DO NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE
SECURITIES OFFERED HEREBY TO ANYONE IN ANY JURISDICTION IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM
IT IS UNLAWFUL TO MAKE ANY SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT INFORMATION HEREIN OR
THEREIN IS CORRECT AS OF ANY TIME SINCE THE DATE OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS.
---------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
Summary of Prospectus Supplement............... S-2
Risk Factors................................... S-15
Description of the Mortgage Pool............... S-24
Description of the Certificates................ S-62
Certain Prepayment, Maturity and Yield
Considerations............................... S-71
Servicing...................................... S-78
Description of the Pooling and Servicing
Agreement.................................... S-83
Use of Proceeds................................ S-87
Federal Income Tax Consequences................ S-87
State Tax Considerations....................... S-88
ERISA Considerations........................... S-88
Legal Investment............................... S-90
Method of Distribution......................... S-90
Legal Matters.................................. S-92
Rating......................................... S-92
Index of Defined Terms......................... S-93
Annex A: Certain Characteristics of the
Mortgage Loans............................... A-1
Annex B: Form of Monthly Report................ B-1
PROSPECTUS
Prospectus Supplement.......................... 3
Available Information.......................... 3
Incorporation of Certain Information by
Reference.................................... 4
Summary of Prospectus.......................... 6
Risk Factors................................... 14
Description of the Trust Funds................. 22
Use of Proceeds................................ 31
Yield Considerations........................... 31
The Depositor.................................. 36
Description of the Certificates................ 37
Description of the Agreements.................. 45
Description of Credit Support.................. 62
Certain Legal Aspects of Mortgage
Loans and the Leases......................... 64
Federal Income Tax Consequences................ 81
State Tax Considerations....................... 108
ERISA Considerations........................... 108
Legal Investment............................... 111
Method of Distribution......................... 113
Legal Matters.................................. 114
Financial Information.......................... 114
Rating......................................... 114
Index of Principal Definitions................. 115
</TABLE>
================================================================================
================================================================================
$422,474,000
(APPROXIMATE)
AMRESCO COMMERCIAL MORTGAGE FUNDING I
CORPORATION
CLASS A1, CLASS A2,
CLASS A3, CLASS B, CLASS C,
CLASS D, CLASS E AND CLASS F
MORTGAGE PASS-THROUGH
CERTIFICATES
SERIES 1997-C1
---------------------
PROSPECTUS SUPPLEMENT
---------------------
GOLDMAN, SACHS & CO.
JUNE 30, 1997
================================================================================
<PAGE> 269
INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------
99.2 Collateral Term Sheets provided by Goldman, Sachs & Co.
<PAGE> 1
EXHIBIT 99.2
Collateral Term Sheets provided by Goldman, Sachs & Co.
[Begins on Next Page]
<PAGE> 2
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS A1
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING A1 Generated: 06/30/97 10:08 AM Page: 1
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 6.730 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 147,300,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 147,300,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 0 mos 0 mos 0 mos 0 mos 0 mos
CALL No No No No No
APPLY PENALTY No No No No No
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
99-00 Yield 7.038 7.044 7.050 7.062 7.072
99-04 Yield 7.007 7.012 7.017 7.027 7.036
99-08 Yield 6.975 6.980 6.984 6.992 6.999
99-12 Yield 6.944 6.947 6.951 6.957 6.963
99-16 Yield 6.913 6.915 6.918 6.922 6.926
- -----------------------------------------------------------------------------------------------------------------------------------
99-20 Yield 6.881 6.883 6.884 6.887 6.890
99-24 Yield 6.850 6.851 6.851 6.853 6.854
99-28 Yield 6.819 6.819 6.819 6.818 6.818
100-00 Yield 6.788 6.787 6.786 6.784 6.782
100-04 Yield 6.757 6.755 6.753 6.749 6.746
- -----------------------------------------------------------------------------------------------------------------------------------
100-08 Yield 6.726 6.723 6.720 6.715 6.710
100-12 Yield 6.695 6.691 6.687 6.680 6.674
100-16 Yield 6.664 6.659 6.655 6.646 6.638
100-20 Yield 6.633 6.627 6.622 6.612 6.602
100-24 Yield 6.602 6.596 6.589 6.578 6.567
- -----------------------------------------------------------------------------------------------------------------------------------
100-28 Yield 6.571 6.564 6.557 6.544 6.531
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 4.956 4.797 4.652 4.401 4.190
Window 07/97-07/04 07/97-05/04 07/97-04/04 07/97-02/04 07/97-12/03
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6140 6.0250 6.1760 6.2560 6.3370 6.3960 6.4550 6.7440
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield N/A N/A 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 3
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS A2
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING A2 Generated: 06/30/97 10:08 AM Page: 2
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.180 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 40,000,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 40,000,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 0 mos 0 mos 0 mos 0 mos 0 mos
CALL No No No No No
APPLY PENALTY No No No No No
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.182 7.180 7.178 7.173 7.169
100-20 Yield 7.162 7.160 7.157 7.152 7.142
100-24 Yield 7.143 7.139 7.136 7.130 7.125
100-28 Yield 7.123 7.119 7.115 7.108 7.102
101-00 Yield 7.103 7.099 7.095 7.087 7.080
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.083 7.078 7.074 7.065 7.058
101-08 Yield 7.063 7.058 7.053 7.044 7.035
101-12 Yield 7.043 7.038 7.033 7.022 7.013
101-16 Yield 7.024 7.018 7.012 7.001 6.991
101-20 Yield 7.004 6.998 6.991 6.980 6.969
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 6.984 6.977 6.971 6.958 6.947
101-28 Yield 6.965 6.957 6.950 6.937 6.925
102-00 Yield 6.945 6.937 6.930 6.916 6.903
102-04 Yield 6.926 6.917 6.909 6.894 6.881
102-08 Yield 6.906 6.897 6.889 6.873 6.859
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 6.886 6.877 6.869 6.852 6.837
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 8.601 8.344 8.113 7.700 7.357
Window 07/04-09/06 05/04-07/06 04/04-07/06 02/04-04/06 12/03-02/06
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6140 6.0250 6.1760 6.2560 6.3370 6.3960 6.4550 6.7440
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield N/A N/A 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 4
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS A3
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING A3 Generated: 06/30/97 10:08 AM Page: 3
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
CUPON: 7.190 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 141,558,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 141,558,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 0 mos 0 mos 0 mos 0 mos 0 mos
CALL No No No No No
APPLY PENALTY No No No No No
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.199 7.199 7.199 7.199 7.198
100-20 Yield 7.181 7.181 7.180 7.180 7.180
100-24 Yield 7.162 7.162 7.162 7.161 7.161
100-28 Yield 7.143 7.143 7.143 7.142 7.142
101-00 Yield 7.125 7.125 7.124 7.124 7.123
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.106 7.106 7.106 7.105 7.104
101-08 Yield 7.088 7.087 7.087 7.086 7.086
101-12 Yield 7.069 7.069 7.069 7.068 7.067
101-16 Yield 7.051 7.050 7.050 7.049 7.048
101-20 Yield 7.032 7.032 7.032 7.031 7.030
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.014 7.014 7.013 7.012 7.011
101-28 Yield 6.996 6.995 6.995 6.994 6.993
102-00 Yield 6.977 6.977 6.976 6.975 6.974
102-04 Yield 6.959 6.958 6.958 6.957 6.956
102-08 Yield 6.941 6.940 6.940 6.938 6.937
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 6.922 6.922 6.921 6.920 6.919
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 9.425 9.406 9.385 9.341 9.295
Window 09/06-02/07 07/06-02/07 07/06-02/07 04/06-02/07 02/06-01/07
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6140 6.0250 6.1760 6.2560 6.3370 6.3960 6.4550 6.7440
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield N/A N/A 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 5
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS B
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING B Generated: 06/30/97 10:08 AM Page: 4
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.240 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 24,004,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 24,004,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 0 mos 0 mos 0 mos 0 mos 0 mos
CALL No No No No No
APPLY PENALTY No No No No No
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.252 7.252 7.252 7.252 7.252
100-20 Yield 7.234 7.234 7.234 7.234 7.233
100-24 Yield 7.216 7.215 7.215 7.215 7.215
100-28 Yield 7.197 7.197 7.197 7.197 7.196
101-00 Yield 7.179 7.179 7.179 7.178 7.178
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.161 7.161 7.160 7.160 7.159
101-08 Yield 7.143 7.142 7.142 7.142 7.141
101-12 Yield 7.124 7.124 7.124 7.123 7.123
101-16 Yield 7.106 7.106 7.106 7.105 7.105
101-20 Yield 7.088 7.088 7.087 7.087 7.086
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.070 7.070 7.069 7.069 7.068
101-28 Yield 7.052 7.051 7.051 7.051 7.050
102-00 Yield 7.034 7.033 7.033 7.032 7.032
102-04 Yield 7.016 7.015 7.015 7.014 7.013
102-08 Yield 6.998 6.997 6.997 6.996 6.995
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 6.980 6.979 6.979 6.978 6.977
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 9.679 9.664 9.649 9.622 9.585
Window 02/07-03/07 02/07-03/07 02/07-03/07 02/07-03/07 01/07-02/07
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
YIELD MAINTENANCE TREASURY CURVE
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6140 6.0250 6.1760 6.2560 6.3370 6.3960 6.4550 6.7440
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
TREASURY CURVE
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield N/A N/A 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 6
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS C
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING C Generated: 06/30/97 10:08 AM Page: 5
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.270 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 12,002,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 12,002,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 0 mos 0 mos 0 mos 0 mos 0 mos
CALL No No No No No
APPLY PENALTY No No No No No
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.283 7.283 7.283 7.283 7.283
100-20 Yield 7.265 7.265 7.265 7.265 7.265
100-24 Yield 7.246 7.246 7.246 7.246 7.246
100-28 Yield 7.228 7.228 7.228 7.228 7.228
101-00 Yield 7.210 7.210 7.210 7.210 7.209
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.191 7.191 7.191 7.191 7.191
101-08 Yield 7.173 7.173 7.173 7.173 7.173
101-12 Yield 7.155 7.155 7.155 7.155 7.155
101-16 Yield 7.137 7.137 7.137 7.137 7.136
101-20 Yield 7.119 7.119 7.119 7.119 7.118
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.101 7.101 7.101 7.101 7.100
101-28 Yield 7.082 7.082 7.082 7.082 7.082
102-00 Yield 7.064 7.064 7.064 7.064 7.064
102-04 Yield 7.046 7.046 7.046 7.046 7.046
102-08 Yield 7.028 7.028 7.028 7.028 7.028
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 7.010 7.010 7.010 7.010 7.010
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 9.692 9.692 9.692 9.692 9.665
Window 03/07-03/07 03/07-03/07 03/07-03/07 03/07-03/07 02/07-03/07
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 Mo 6 Mo 1 Yr 2 Yr 3 Yr 4 Yr 5 Yr 7 Yr 10 Yr 30 Yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6140 6.0250 6.1760 6.2560 6.3370 6.3960 6.4550 6.7440
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 Mo 6 Mo 1 Yr 2 Yr 3 Yr 4 Yr 5 Yr 7 Yr 10 Yr 30 Yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield N/A N/A 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 7
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS D
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING D Generated: 06/30/97 10:08 AM Page: 6
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.320 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 21,604,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 21,604,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 0 mos 0 mos 0 mos 0 mos 0 mos
CALL No No No No No
APPLY PENALTY No No No No No
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.335 7.335 7.335 7.334 7.334
100-20 Yield 7.316 7.316 7.316 7.316 7.316
100-24 Yield 7.298 7.298 7.298 7.297 7.297
100-28 Yield 7.280 7.280 7.279 7.279 7.279
101-00 Yield 7.261 7.261 7.261 7.261 7.261
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.243 7.243 7.243 7.242 7.242
101-08 Yield 7.225 7.225 7.225 7.224 7.224
101-12 Yield 7.207 7.207 7.206 7.206 7.206
101-16 Yield 7.189 7.188 7.188 7.188 7.188
101-20 Yield 7.171 7.170 7.170 7.169 7.169
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.152 7.152 7.152 7.151 7.151
101-28 Yield 7.134 7.134 7.134 7.133 7.133
102-00 Yield 7.116 7.116 7.116 7.115 7.115
102-04 Yield 7.098 7.098 7.098 7.097 7.097
102-08 Yield 7.080 7.080 7.080 7.079 7.079
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 7.062 7.062 7.062 7.061 7.061
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 9.747 9.732 9.718 9.693 9.692
Window 03/07-04/07 03/07-04/07 03/07-04/07 03/07-04/07 03/07-04/07
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6140 6.0250 6.1760 6.2560 6.3370 6.3960 6.4550 6.7440
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield N/A N/A 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 8
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS E
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING E Generated: 06/30/97 10:08 AM Page: 7
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.440 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 26,405,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 26,405,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 0 mos 0 mos 0 mos 0 mos 0 mos
CALL No No No No No
APPLY PENALTY No No No No No
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.458 7.458 7.458 7.458 7.458
100-20 Yield 7.439 7.439 7.439 7.439 7.439
100-24 Yield 7.421 7.421 7.421 7.421 7.421
100-28 Yield 7.402 7.402 7.402 7.402 7.402
101-00 Yield 7.384 7.384 7.384 7.384 7.384
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.366 7.366 7.366 7.366 7.366
101-08 Yield 7.348 7.348 7.348 7.348 7.347
101-12 Yield 7.329 7.329 7.329 7.329 7.329
101-16 Yield 7.311 7.311 7.311 7.311 7.311
101-20 Yield 7.293 7.293 7.293 7.293 7.293
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.275 7.275 7.275 7.275 7.274
101-28 Yield 7.257 7.257 7.257 7.257 7.256
102-00 Yield 7.238 7.238 7.238 7.238 7.238
102-04 Yield 7.220 7.220 7.220 7.220 7.220
102-08 Yield 7.202 7.202 7.202 7.202 7.202
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 7.184 7.184 7.184 7.184 7.184
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 9.775 9.775 9.775 9.775 9.756
Window 04/07-04/07 04/07-04/07 04/07-04/07 04/07-04/07 03/07-04/07
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6140 6.0250 6.1760 6.2560 6.3370 6.3960 6.4550 6.7440
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield N/A N/A 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 9
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS F
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING F Generated: 06/30/97 10:08 AM Page: 8
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7,640 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 9,601,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 9,601,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY /MTHLIQ
BALLOON EXT 0 mos 0 mos 0 mos 0 mos 0 mos
CALL No No No No No
APPLY PENALTY No No No No No
YLD.MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.663 7.663 7.663 7.662 7.662
100-20 Yield 7.644 7.644 7.644 7.644 7.644
100-24 Yield 7.626 7.626 7.626 7.625 7.625
100-28 Yield 7.608 7.607 7.607 7.607 7.607
101-00 Yield 7.589 7.589 7.589 7.588 7.588
----------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.571 7.570 7.570 7.570 7.570
101-08 Yield 7.552 7.552 7.552 7.551 7.551
101-12 Yield 7.534 7.534 7.533 7.533 7.533
101-16 Yield 7.516 7.515 7.515 7.514 7.514
101-20 Yield 7.498 7.497 7.497 7.496 7.496
----------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.479 7.479 7.478 7.478 7.478
101-28 Yield 7.461 7.461 7.460 7.459 7.459
102-00 Yield 7.443 7.442 7.442 7.441 7.441
102-04 Yield 7.425 7.424 7.424 7.423 7.423
102-08 Yield 7.407 7.406 7.405 7.405 7.405
----------------------------------------------------------------------------------------------------------------------
102-12 Yield 7.389 7.388 7.387 7.387 7.387
----------------------------------------------------------------------------------------------------------------------
AvgLife 9.855 9.828 9.804 9.775 9.775
Window 04/07-05/07 04/07-05/07 04/07-05/07 04/07-04/07 04/07-04/07
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
YIELD MAINTENANCE TREASURY CURVE
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 Mo 6 Mo 1 Yr 2 Yr 3 Yr 4 Yr 5 Yr 7 Yr 10 Yr 30 Yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6140 6.0250 6.1760 6.2560 6.3370 6.3960 6.4550 6.7440
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
TREASURY CURVE
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 Mo 6 Mo 1 Yr 2 Yr 3 Yr 4 Yr 5 Yr 7 Yr 10 Yr 30 Yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield N/A N/A 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 10
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS A1
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING A1 Generated: 06/30/97 10:33 AM Page: 1
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 6.730 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 147,300,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 147,300,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 0 mos 0 mos 0 mos 0 mos 0 mos
CALL No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
99-00 Yield 7.038 7.049 7.060 7.080 7.099
99-04 Yield 7.007 7.017 7.027 7.045 7.062
99-08 Yield 6.975 6.985 6.994 7.010 7.026
99-12 Yield 6.944 6.952 6.960 6.975 6.989
99-16 Yield 6.913 6.920 6.927 6.941 6.953
- -----------------------------------------------------------------------------------------------------------------------------------
99-20 Yield 6.881 6.888 6.894 6.906 6.917
99-24 Yield 6.850 6.856 6.861 6.871 6.881
99-28 Yield 6.819 6.824 6.828 6.837 6.844
100-00 Yield 6.788 6.792 6.795 6.802 6.808
100-04 Yield 6.757 6.760 6.763 6.767 6.772
- -----------------------------------------------------------------------------------------------------------------------------------
100-08 Yield 6.726 6.728 6.730 6.733 6.736
100-12 Yield 6.695 6.696 6.697 6.699 6.700
100-16 Yield 6.664 6.664 6.664 6.664 6.665
100-20 Yield 6.633 6.632 6.632 6.630 6.629
100-24 Yield 6.602 6.601 6.599 6.596 6.593
- -----------------------------------------------------------------------------------------------------------------------------------
100-28 Yield 6.571 6.569 6.567 6.562 6.558
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 4.956 4.797 4.652 4.401 4.190
Window 07/97-07/04 07/97-05/04 07/97-04/04 07/97-02/04 07/97-12/03
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield N/A N/A 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 11
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS A2
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING A2 Generated: 06/30/97 10:33 AM Page: 2
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.180 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 40,000,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 40,000,000 STATED FINAL: 00/00/00
FACTOR: 1.000000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 0 mos 0 mos 0 mos 0 mos 0 mos
CALL No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.182 7.185 7.188 7.195 7.201
100-20 Yield 7.162 7.165 7.167 7.173 7.178
100-24 Yield 7.143 7.144 7.147 7.152 7.156
100-28 Yield 7.123 7.124 7.126 7.130 7.134
100-00 Yield 7.103 7.104 7.105 7.108 7.111
- -----------------------------------------------------------------------------------------------------------------------------------
100-04 Yield 7.083 7.083 7.084 7.087 7.089
100-08 Yield 7.063 7.063 7.064 7.065 7.067
100-12 Yield 7.043 7.043 7.043 7.044 7.045
100-16 Yield 7.024 7.023 7.022 7.023 7.022
100-20 Yield 7.004 7.003 7.002 7.001 7.000
- -----------------------------------------------------------------------------------------------------------------------------------
100-24 Yield 6.984 6.983 6.981 6.980 6.978
100-28 Yield 6.965 6.962 6.961 6.958 6.956
100-00 Yield 6.945 6.942 6.940 6.937 6.934
100-04 Yield 6.926 6.922 6.920 6.916 6.912
100-08 Yield 6.906 6.902 6.899 6.895 6.890
- -----------------------------------------------------------------------------------------------------------------------------------
100-12 Yield 6.886 6.882 6.879 6.873 6.868
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 8.601 8.344 8.113 7.700 7.357
Window 07/04-09/06 05/04-07/06 04/04-07/06 02/04-04/06 02/03-02/06
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield N/A N/A 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 12
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS A3
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING A3 Generated: 06/30/97 10:33 AM Page: 3
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.190 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 141,558,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 141,558,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 0 mos 0 mos 0 mos 0 mos 0 mos
CALL No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.199 7.199 7.199 7.199 7.199
100-20 Yield 7.181 7.181 7.181 7.180 7.180
100-24 Yield 7.162 7.162 7.162 7.161 7.161
100-28 Yield 7.143 7.143 7.143 7.143 7.142
101-00 Yield 7.125 7.125 7.124 7.124 7.124
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.106 7.106 7.106 7.105 7.105
101-08 Yield 7.088 7.088 7.087 7.087 7.086
101-12 Yield 7.069 7.069 7.069 7.068 7.067
101-16 Yield 7.051 7.051 7.050 7.049 7.049
101-20 Yield 7.032 7.032 7.032 7.031 7.030
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.014 7.014 7.013 7.012 7.012
101-28 Yield 6.996 6.995 6.995 6.994 6.993
102-00 Yield 6.977 6.977 6.976 6.975 6.974
102-04 Yield 6.959 6.958 6.958 6.957 6.956
102-08 Yield 6.941 6.940 6.940 6.939 6.937
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 6.922 6.922 6.921 6.920 6.919
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 9.425 9.406 9.385 9.341 9.295
Window 09/06-02/07 07/06-02/07 07/06-02/07 04/06-02/07 02/06-01/07
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield N/A N/A 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 13
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS B
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING B Generated: 06/30/97 10:33 AM Page: 4
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.240 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 24,004,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 24,004,000 STATED FINAL: 00/00/00
FACTOR: 1.000000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 0 mos 0 mos 0 mos 0 mos 0 mos
CALL No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.252 7.252 7.252 7.252 7.252
100-20 Yield 7.234 7.234 7.234 7.234 7.233
100-24 Yield 7.216 7.216 7.215 7.215 7.215
100-28 Yield 7.197 7.197 7.197 7.197 7.196
101-00 Yield 7.179 7.179 7.179 7.178 7.178
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.161 7.161 7.160 7.160 7.160
101-08 Yield 7.143 7.142 7.142 7.142 7.141
101-12 Yield 7.124 7.124 7.124 7.124 7.123
101-16 Yield 7.106 7.106 7.106 7.105 7.105
101-20 Yield 7.088 7.088 7.088 7.087 7.086
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.070 7.070 7.069 7.069 7.068
101-28 Yield 7.052 7.052 7.051 7.051 7.050
102-00 Yield 7.034 7.033 7.033 7.033 7.032
102-04 Yield 7.016 7.015 7.015 7.014 7.014
102-08 Yield 6.998 6.997 6.997 6.996 6.990
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 6.980 6.979 6.979 6.978 6.977
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 9.679 9.664 9.649 9.622 9.585
Window 02/07-03/07 02/07-03/07 02/07-03/07 02/07-03/07 01/07-02/07
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield N/A N/A 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 14
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS C
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING C Generated: 06/30/97 10:33 AM Page: 5
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.270 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 12,002,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 12,002,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 0 mos 0 mos 0 mos 0 mos 0 mos
CALL No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.283 7.283 7.283 7.283 7.283
100-20 Yield 7.265 7.265 7.265 7.265 7.265
100-24 Yield 7.246 7.246 7.246 7.246 7.246
100-28 Yield 7.228 7.228 7.228 7.228 7.228
101-00 Yield 7.210 7.210 7.210 7.210 7.210
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.191 7.192 7.192 7.192 7.191
101-08 Yield 7.173 7.173 7.173 7.173 7.173
101-12 Yield 7.155 7.155 7.155 7.155 7.155
101-16 Yield 7.137 7.137 7.137 7.137 6.136
101-20 Yield 7.119 7.119 7.119 6.119 6.118
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.101 7.101 7.101 7.101 7.100
101-28 Yield 7.082 7.083 7.083 7.083 7.082
102-00 Yield 7.064 7.064 7.064 7.064 7.064
102-04 Yield 7.046 7.046 7.046 7.046 7.046
102-08 Yield 7.028 7.028 7.028 7.028 7.028
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 7.010 7.010 7.010 7.010 7.010
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 9.692 9.692 9.692 9.692 9.665
Window 03/07-03/07 03/07-03/07 03/07-03/07 03/07-03/07 02/07-03/07
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield N/A N/A 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 15
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS D
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING D Generated: 06/30/97 10:33 AM Page: 6
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.320 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 21,604,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 21,604,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 0 mos 0 mos 0 mos 0 mos 0 mos
CALL No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.335 7.335 7.335 7.334 7.334
100-20 Yield 7.316 7.316 7.316 7.316 7.316
100-24 Yield 7.298 7.298 7.298 7.298 7.298
100-28 Yield 7.280 7.280 7.279 7.279 7.279
100-00 Yield 7.261 7.261 7.261 7.261 7.261
- -----------------------------------------------------------------------------------------------------------------------------------
100-04 Yield 7.243 7.243 7.243 7.243 7.242
100-08 Yield 7.225 7.225 7.225 7.224 7.224
100-12 Yield 7.207 7.207 7.206 7.206 7.206
100-16 Yield 7.189 7.188 7.188 7.188 7.188
100-20 Yield 7.171 7.170 7.170 7.170 7.170
- -----------------------------------------------------------------------------------------------------------------------------------
100-24 Yield 7.152 7.152 7.152 7.151 7.151
100-28 Yield 7.134 7.134 7.134 7.133 7.133
100-00 Yield 7.116 7.116 7.116 7.115 7.115
100-04 Yield 7.098 7.098 7.098 7.097 7.097
100-08 Yield 7.080 7.080 7.080 7.079 7.079
- -----------------------------------------------------------------------------------------------------------------------------------
100-12 Yield 7.062 7.062 7.062 7.061 7.061
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 9.747 9.732 9.718 9.693 9.692
Window 03/07-04/07 03/07-04/07 03/07-04/07 03/07-04/07 03/07-04/07
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield N/A N/A 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 16
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS E
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING E Generated: 06/30/97 10:33 AM Page: 7
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.440 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 26,405,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 26,405,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 0 mos 0 mos 0 mos 0 mos 0 mos
CALL No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.458 7.458 7.458 7.458 7.458
100-20 Yield 7.439 7.439 7.439 7.439 7.439
100-24 Yield 7.421 7.421 7.421 7.421 7.421
100-28 Yield 7.402 7.402 7.402 7.402 7.402
101-00 Yield 7.384 7.384 7.384 7.384 7.384
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.366 7.366 7.366 7.366 7.366
101-08 Yield 7.348 7.348 7.348 7.348 7.347
101-12 Yield 7.329 7.329 7.329 7.329 7.329
101-16 Yield 7.311 7.311 7.311 7.311 7.311
101-20 Yield 7.293 7.293 7.293 7.293 7.293
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.275 7.275 7.275 7.275 7.274
101-28 Yield 7.257 7.257 7.257 7.257 7.256
102-00 Yield 7.238 7.239 7.239 7.239 7.238
102-04 Yield 7.220 7.220 7.220 7.220 7.220
102-08 Yield 7.202 7.202 7.202 7.202 7.202
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 7.184 7.184 7.184 7.184 7.184
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 9.775 9.775 9.775 9.775 9.756
Window 04/07-04/07 04/07-04/07 04/07-04/07 04/07-04/07 03/07-04/07
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield N/A N/A 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 17
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS F
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING F Generated: 06/30/97 10:33 AM Page: 8
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.640 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 9,601,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 9,601,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 0 mos 0 mos 0 mos 0 mos 0 mos
CALL No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.663 7.663 7.663 7.662 7.662
100-20 Yield 7.644 7.644 7.644 7.644 7.644
100-24 Yield 7.626 7.626 7.626 7.625 7.625
100-28 Yield 7.608 7.607 7.607 7.607 7.607
101-00 Yield 7.589 7.589 7.589 7.588 7.588
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.571 7.570 7.570 7.570 7.570
101-08 Yield 7.552 7.552 7.552 7.551 7.551
101-12 Yield 7.534 7.534 7.533 7.533 7.533
101-16 Yield 7.516 7.515 7.515 7.515 7.515
101-20 Yield 7.498 7.497 7.497 7.496 7.496
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.479 7.479 7.478 7.478 7.478
101-28 Yield 7.461 7.461 7.460 7.460 7.460
102-00 Yield 7.443 7.442 7.442 7.441 7.441
102-04 Yield 7.425 7.424 7.424 7.423 7.423
102-08 Yield 7.407 7.406 7.406 7.405 7.405
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 7.389 7.388 7.387 7.387 7.387
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 9.855 9.828 9.804 9.775 9.775
Window 04/07-05/07 04/07-05/07 04/07-05/07 04/07-04/07 04/07-04/07
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 Mo 6 Mo 1 Yr 2 Yr 3 Yr 4 Yr 5 Yr 7 Yr 10 Yr 30 Yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 Mo 6 Mo 1 Yr 2 Yr 3 Yr 4 Yr 5 Yr 7 Yr 10 Yr 30 Yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield N/A N/A 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 18
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS A1
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING A1 Generated: 06/30/97 9:11 PM Page: 1
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 6.730 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 147,300,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 147,300,000 STATED FINAL: 00/00/00
FACTOR: 1.0000000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 12 mos 12 mos 12 mos 12 mos 12 mos
CALL No No No No No
APPLY PENALTY No No No No No
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
99-00 Yield 7.020 7.028 7.035 7.050 7.063
99-04 Yield 6.991 6.998 7.004 7.016 7.028
99-08 Yield 6.962 6.968 6.973 6.983 6.993
99-12 Yield 6.934 6.938 6.942 6.950 6.958
99-16 Yield 6.905 6.908 6.911 6.917 6.923
- -----------------------------------------------------------------------------------------------------------------------------------
99-20 Yield 6.876 6.878 6.880 6.884 6.888
99-24 Yield 6.848 6.849 6.850 6.851 6.853
99-28 Yield 6.819 6.819 6.819 6.819 6.818
100-00 Yield 6.791 6.790 6.788 6.786 6.783
100-04 Yield 6.763 6.760 6.758 6.753 6.749
- -----------------------------------------------------------------------------------------------------------------------------------
100-08 Yield 6.734 6.731 6.727 6.720 6.714
100-12 Yield 6.706 6.701 6.697 6.688 6.680
100-16 Yield 6.678 6.672 6.666 6.655 6.645
100-20 Yield 6.649 6.643 6.636 6.623 6.611
100-24 Yield 6.621 6.613 6.605 6.590 6.576
- -----------------------------------------------------------------------------------------------------------------------------------
100-28 Yield 6.593 6.584 6.575 6.558 6.542
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 5.544 5.298 5.077 4.698 4.387
Window 07/97-02/05 07/97-12/04 07/97-12/04 07/97-09/04 07/97-08/04
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 19
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS A2
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING A2 Generated: 06/30/97 9:11 PM Page: 2
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.180 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 40,000,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 40,000,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 12 mos 12 mos 12 mos 12 mos 12 mos
CALL No No No No No
APPLY PENALTY No No No No No
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.187 7.183 7.180 7.176 7.172
100-20 Yield 7.168 7.163 7.160 7.154 7.151
100-24 Yield 7.149 7.143 7.139 7.133 7.129
100-28 Yield 7.130 7.124 7.119 7.112 7.107
101-00 Yield 7.111 7.104 7.099 7.091 7.085
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.092 7.084 7.078 7.070 7.064
101-08 Yield 7.073 7.065 7.058 7.049 7.042
101-12 Yield 7.054 7.045 7.038 7.028 7.020
101-16 Yield 7.035 7.025 7.018 7.007 6.999
101-20 Yield 7.016 7.006 6.998 6.986 6.977
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 6.997 6.986 6.977 6.965 6.956
101-28 Yield 6.979 6.967 6.957 6.944 6.934
102-00 Yield 6.960 6.947 6.937 6.923 6.913
102-04 Yield 6.941 6.928 6.917 6.902 6.891
102-08 Yield 6.923 6.908 6.897 6.882 6.870
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 6.904 6.889 6.877 6.861 6.848
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 9.160 8.681 8.344 7.910 7.609
Window 02/05-07/07 12/04-04/07 12/04-11/06 09/04-06/06 08/04-02/06
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 20
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS A3
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING A3 Generated: 06/30/97 9:11 PM Page: 3
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.190 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 141,558,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 141,558,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 12 mos 12 mos 12 mos 12 mos 12 mos
CALL No No No No No
APPLY PENALTY No No No No No
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.206 7.205 7.205 7.203 7.201
100-20 Yield 7.188 7.188 7.187 7.185 7.183
100-24 Yield 7.171 7.170 7.169 7.167 7.165
100-28 Yield 7.154 7.153 7.152 7.149 7.147
101-00 Yield 7.136 7.135 7.134 7.131 7.128
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.119 7.118 7.117 7.113 7.110
101-08 Yield 7.102 7.100 7.099 7.096 7.092
101-12 Yield 7.084 7.083 7.082 7.078 7.074
101-16 Yield 7.067 7.066 7.064 7.060 7.056
101-20 Yield 7.050 7.048 7.047 7.042 7.038
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.033 7.031 7.029 7.024 7.020
101-28 Yield 7.015 7.014 7.012 7.007 7.002
102-00 Yield 6.998 6.997 6.994 6.989 6.984
102-04 Yield 6.981 6.979 6.977 6.971 6.966
102-08 Yield 6.964 6.962 6.960 6.954 6.948
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 6.947 6.945 6.942 6.936 6.930
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 10.400 10.314 10.205 9.953 9.709
Window 07/07-02/08 04/07-02/08 11/06-01/08 06/06-12/07 02/06-11/07
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 21
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS B
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING B Generated: 06/30/97 9:11 PM Page: 4
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON 7.240 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 24,004,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 24,004,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 12 mos 12 mos 12 mos 12 mos 12 mos
CALL No No No No No
APPLY PENALTY No No No No No
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.259 7.258 7.258 7.258 7.257
100-21 Yield 7.241 7.241 7.241 7.240 7.240
100-24 Yield 7.224 7.224 7.223 7.223 7.222
100-28 Yield 7.207 7.207 7.206 7.206 7.205
101-00 Yield 7.190 7.190 7.189 7.188 7.187
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.173 7.172 7.172 7.171 7.170
101-08 Yield 7.156 7.155 7.155 7.154 7.153
101-12 Yield 7.139 7.138 7.137 7.136 7.135
101-16 Yield 7.122 7.121 7.120 7.119 7.118
101-20 Yield 7.105 7.104 7.103 7.102 7.101
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.088 7.087 7.086 7.085 7.084
101-08 Yield 7.071 7.070 7.069 7.068 7.066
102-00 Yield 7.054 7.053 7.052 7.051 7.049
102-04 Yield 7.037 7.036 7.035 7.034 7.032
102-08 Yield 7.020 7.019 7.018 7.017 7.015
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 7.003 7.003 7.001 7.000 6.998
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 10.666 10.628 10.571 10.497 10.417
Window 02/08-03/08 02/08-03/08 01/08-02/08 12/07-01/08 11/07-12/07
PrincLoss %
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 Mo 6 Mo 1 Yr 2 Yr 3 Yr 4 Yr 5 Yr 7 Yr 10 Yr 30 Yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 Mo 6 Mo 1 Yr 2 Yr 3 Yr 4 Yr 5 Yr 7 Yr 10 Yr 30 Yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 22
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS C
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING C Generated: 06/30/97 9:11 PM Page: 5
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.270 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 12,002,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 12,002,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 12 mos 12 mos 12 mos 12 mos 12 mos
CALL No No No No No
APPLY PENALTY No No No No No
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.289 7.289 7.289 7.289 7.288
100-20 Yield 7.272 7.272 7.272 7.271 7.271
100-24 Yield 7.255 7.255 7.255 7.254 7.253
100-28 Yield 7.238 7.238 7.238 7.237 7.236
101-00 Yield 7.221 7.221 7.220 7.219 7.219
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.204 7.204 7.203 7.202 7.201
101-08 Yield 7.187 7.187 7.186 7.185 7.184
101-12 Yield 7.170 7.170 7.169 7.168 7.167
101-16 Yield 7.153 7.153 7.152 7.151 7.149
101-20 Yield 7.136 7.136 7.135 7.133 7.132
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.119 7.119 7.118 7.116 7.115
101-28 Yield 7.102 7.102 7.101 7.099 7.098
102-00 Yield 7.085 7.085 7.084 7.082 7.081
102-04 Yield 7.068 7.068 7.067 7.065 7.064
102-08 Yield 7.051 7.051 7.050 7.048 7.047
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 7.034 7.034 7.034 7.031 7.030
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 10.692 10.692 10.657 10.552 10.476
Window 03/08-03/08 03/08-03/08 02/08-03/08 01/08-02/08 12/07-01/08
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 23
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS D
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING D Generated: 06/30/97 9:11 PM Page: 6
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.320 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 21,604,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 21,604,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 12 mos 12 mos 12 mos 12 mos 12 mos
CALL No No No No No
APPLY PENALTY No No No No No
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.341 7.341 7.341 7.340 7.340
100-20 Yield 7.324 7.323 7.323 7.323 7.322
100-24 Yield 7.306 7.306 7.306 7.306 7.305
100-28 Yield 7.289 7.289 7.289 7.288 7.288
101-00 Yield 7.272 7.272 7.272 7.271 7.270
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.255 7.255 7.255 7.254 7.253
101-08 Yield 7.238 7.238 7.238 7.237 7.236
101-12 Yield 7.221 7.221 7.220 7.220 7.219
101-16 Yield 7.204 7.204 7.203 7.203 7.201
101-20 Yield 7.187 7.187 7.186 7.186 7.184
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.170 7.170 7.169 7.169 7.167
101-28 Yield 7.153 7.153 7.152 7.152 7.150
102-00 Yield 7.136 7.136 7.135 7.135 7.133
102-04 Yield 7.119 7.119 7.119 7.118 7.116
102-08 Yield 7.103 7.102 7.102 7.101 7.099
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 7.086 7.085 7.085 7.084 7.082
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 10.736 10.703 10.692 10.644 10.547
Window 03/08-04/08 03/08-04/08 03/08-03/08 03/08-03/08 03/08-02/08
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 24
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS E
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING E Generated: 06/30/97 9:11 PM Page: 7
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.440 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 26,405,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 26,405,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 12 mos 12 mos 12 mos 12 mos 12 mos
CALL No No No No No
APPLY PENALTY No No No No No
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.464 7.464 7.464 7.464 7.463
100-20 Yield 7.447 7.447 7.446 7.446 7.446
100-24 Yield 7.429 7.429 7.429 7.429 7.428
100-28 Yield 7.412 7.412 7.412 7.412 7.411
101-00 Yield 7.395 7.395 7.395 7.394 7.394
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.378 7.378 7.378 7.377 7.377
101-08 Yield 7.361 7.361 7.361 7.360 7.359
101-12 Yield 7.344 7.344 7.343 7.343 7.342
101-16 Yield 7.327 7.327 7.326 7.326 7.325
101-20 Yield 7.309 7.309 7.309 7.309 7.308
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.292 7.292 7.292 7.291 7.291
101-28 Yield 7.275 7.275 7.275 7.274 7.274
102-00 Yield 7.259 7.259 7.258 7.257 7.257
102-04 Yield 7.242 7.242 7.241 7.240 7.239
102-08 Yield 7.225 7.225 7.224 7.223 7.222
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 7.208 7.208 7.207 7.207 7.205
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 10.775 10.775 10.759 10.713 10.665
Window 04/08-04/08 04/08-04/08 03/08-04/08 03/08-04/08 02/08-03/08
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 25
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS F
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING F Generated: 06/30/97 9:11 PM Page: 8
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7,640 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 9,601,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 9,601,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 12 mos 12 mos 12 mos 12 mos 12 mos
CALL No No No No No
APPLY PENALTY No No No No No
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.669 7.669 7.669 7.669 7.668
100-20 Yield 7.652 7.651 7.651 7.651 7.651
100-24 Yield 7.634 7.634 7.634 7.634 7.633
100-28 Yield 7.617 7.617 7.616 7.616 7.616
101-00 Yield 7.600 7.599 7.599 7.599 7.599
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.582 7.582 7.582 7.582 7.581
101-08 Yield 7.565 7.565 7.564 7.564 7.564
101-12 Yield 7.548 7.547 7.547 7.547 7.546
101-16 Yield 7.531 7.530 7.530 7.530 7.529
101-20 Yield 7.514 7.513 7.513 7.513 7.512
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.497 7.496 7.496 7.496 7.495
101-28 Yield 7.479 7.479 7.478 7.478 7.477
102-00 Yield 7.462 7.462 7.461 7.461 7.460
102-04 Yield 7.445 7.444 7.444 7.444 7.443
102-08 Yield 7.428 7.427 7.427 7.427 7.426
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 7.411 7.410 7.410 7.410 7.409
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 10.839 10.788 10.775 10.775 10.719
Window 04/08-05/08 04/08-05/08 04/08-04/08 04/08-04/08 03/08-04/08
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 26
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS A1
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING A1 Generated: 06/30/97 11:45 PM Page: 1
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 6.730 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 147,300,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 147,300,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 12 mos 12 mos 12 mos 12 mos 12 mos
CALL No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
99-00 Yield 7.020 7.033 7.046 7.071 7.096
99-04 Yield 6.991 7.003 7.015 7.038 7.060
99-08 Yield 6.962 6.973 6.984 7.005 7.025
99-12 Yield 6.934 6.943 6.953 6.972 6.990
99-16 Yield 6.905 6.914 6.922 6.939 6.955
- ------------------------------------------------------------------------------------------------------------------------------------
99-20 Yield 6.876 6.884 6.892 6.906 6.920
99-24 Yield 6.848 6.854 6.861 6.873 6.885
99-28 Yield 6.819 6.825 6.830 6.840 6.850
100-00 Yield 6.791 6.795 6.799 6.807 6.816
100-04 Yield 6.763 6.766 6.769 6.775 6.781
- ------------------------------------------------------------------------------------------------------------------------------------
100-08 Yield 6.734 6.736 6.738 6.742 6.746
100-12 Yield 6.706 6.707 6.708 6.709 6.712
100-16 Yield 6.678 6.677 6.677 6.677 6.677
100-20 Yield 6.649 6.648 6.647 6.644 6.643
100-24 Yield 6.621 6.619 6.616 6.612 6.609
- ------------------------------------------------------------------------------------------------------------------------------------
100-28 Yield 6.593 6.590 6.586 6.580 6.574
- ------------------------------------------------------------------------------------------------------------------------------------
AvgLife 5.544 5.298 5.077 4.698 4.387
Window 07/97-02/05 07/97-12/04 07/97-12/04 07/97-09/04 07/97-08/04
PrincLoss %
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 27
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS A2
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING A2 Generated: 06/30/97 11:45 PM Page: 2
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.180 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 40,000,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 40,000,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 12 mos 12 mos 12 mos 12 mos 12 mos
CALL No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.187 7.186 7.186 7.187 7.188
100-20 Yield 7.168 7.166 7.165 7.166 7.166
100-24 Yield 7.149 7.147 7.145 7.145 7.144
100-28 Yield 7.130 7.127 7.125 7.124 7.122
101-00 Yield 7.111 7.107 7.104 7.103 7.100
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.092 7.087 7.084 7.082 7.079
101-08 Yield 7.073 7.068 7.064 7.061 7.057
101-12 Yield 7.054 7.048 7.044 7.040 7.035
101-16 Yield 7.035 7.028 7.023 7.019 7.014
101-20 Yield 7.016 7.009 7.003 6.998 6.992
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 6.997 6.989 6.983 6.977 6.971
101-28 Yield 6.979 6.970 6.963 6.956 6.949
102-00 Yield 6.960 6.950 6.943 6.935 6.928
102-04 Yield 6.941 6.931 6.923 6.914 6.906
102-08 Yield 6.923 6.911 6.903 6.893 6.885
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 6.904 6.892 6.883 6.873 6.864
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 9.160 8.681 8.344 7.910 7.609
Window 02/05-07/07 12/04-04/07 12/04-11/06 09/04-06/06 08/04-02/06
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 28
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS A3
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING A3 Generated: 06/30/97 11:45 PM Page: 3
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON 7.190 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 141,558,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 141,558,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 12 mos 12 mos 12 mos 12 mos 12 mos
CALL No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.206 7.205 7.205 7.203 7.202
100-20 Yield 7.188 7.188 7.187 7.185 7.184
100-24 Yield 7.171 7.170 7.170 7.167 7.165
100-28 Yield 7.154 7.153 7.152 7.149 7.147
101-00 Yield 7.136 7.135 7.134 7.132 7.129
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.119 7.118 7.117 7.114 7.111
101-08 Yield 7.102 7.101 7.099 7.096 7.092
101-12 Yield 7.084 7.083 7.082 7.078 7.074
101-16 Yield 7.067 7.066 7.064 7.060 7.056
101-20 Yield 7.050 7.048 7.047 7.042 7.038
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.033 7.031 7.029 7.025 7.020
101-28 Yield 7.015 7.014 7.012 7.007 7.002
102-00 Yield 6.998 6.997 6.995 6.989 6.984
102-04 Yield 6.981 6.979 6.977 6.972 6.966
102-08 Yield 6.964 6.962 6.960 6.954 6.948
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 6.947 6.945 6.943 6.936 6.930
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 10.400 10.314 10.205 9.953 9.709
Window 07/07-02/08 04/07-02/08 11/06-01/08 06/06-12/07 02/06-11/07
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 29
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS B
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING B Generated: 06/30/97 11:45 AM Page: 4
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.240 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 24,004,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 24,004,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 12 mos 12 mos 12 mos 12 mos 12 mos
CALL No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes
YLD.MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.259 7.258 7.258 7.258 7.257
100-20 Yield 7.241 7.241 7.241 7.240 7.240
100-24 Yield 7.224 7.224 7.224 7.223 7.222
100-28 Yield 7.207 7.207 7.206 7.206 7.205
101-00 Yield 7.190 7.190 7.189 7.188 7.187
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.173 7.172 7.172 7.171 7.170
101-08 Yield 7.156 7.155 7.155 7.154 7.153
101-12 Yield 7.139 7.138 7.138 7.137 7.135
101-16 Yield 7.122 7.121 7.120 7.119 7.118
101-20 Yield 7.105 7.104 7.103 7.102 7.101
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.088 7.087 7.086 7.085 7.084
101-28 Yield 7.071 7.070 7.069 7.068 7.066
102-00 Yield 7.054 7.053 7.052 7.051 7.049
102-04 Yield 7.037 7.036 7.035 7.034 7.032
102-08 Yield 7.020 7.019 7.018 7.017 7.015
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 7.003 7.003 7.001 7.000 6.998
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 10.666 10.628 10.571 10.497 10.417
Window 02/08-03/08 02/08-03/08 01/08-02/08 12/07-01/08 11/07-12/07
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6,7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 30
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS C
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING C Generated: 06/30/97 11:45 PM Page: 5
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.720 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 12,002,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 12,002,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 12 mos 12 mos 12 mos 12 mos 12 mos
CALL No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.289 7.289 7.289 7.289 7.288
100-20 Yield 7.272 7.272 7.272 7.271 7.271
100-24 Yield 7.255 7.255 7.255 7.254 7.253
100-28 Yield 7.238 7.238 7.238 7.237 7.236
101-00 Yield 7.221 7.221 7.220 7.219 7.219
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.204 7.204 7.203 7.202 7.201
101-08 Yield 7.187 7.187 7.186 7.185 7.184
101-12 Yield 7.170 7.170 7.169 7.168 7.167
101-16 Yield 7.153 7.153 7.152 7.151 7.149
101-20 Yield 7.136 7.136 7.135 7.133 7.132
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.119 7.119 7.118 7.116 7.115
101-28 Yield 7.102 7.102 7.101 7.099 7.098
102-00 Yield 7.085 7.085 7.084 7.082 7.081
102-04 Yield 7.068 7.068 7.067 7.065 7.064
102-08 Yield 7.051 7.051 7.050 7.048 7.047
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 7.034 7.034 7.034 7.031 7.030
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 10.692 10.692 10.657 10.552 10.476
Window 03/08-03/08 03/08-03/08 02/08-03/08 01/08-02/08 12/07-01/08
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 31
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS D
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING D Generated: 06/30/97 11:45 PM Page: 6
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.320 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 21,604,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 21,604,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 12 mos 12 mos 12 mos 12 mos 12 mos
CALL No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.341 7.341 7.341 7.340 7.340
100-20 Yield 7.324 7.323 7.323 7.323 7.322
100-24 Yield 7.306 7.306 7.306 7.306 7.305
100-28 Yield 7.289 7.289 7.289 7.289 7.288
101-00 Yield 7.272 7.272 7.272 7.271 7.270
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.255 7.255 7.255 7.254 7.253
101-08 Yield 7.238 7.238 7.238 7.237 7.236
101-12 Yield 7.221 7.221 7.220 7.220 7.219
101-16 Yield 7.204 7.204 7.203 7.203 7.201
101-20 Yield 7.187 7.187 7.186 7.186 7.184
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.170 7.170 7.169 7.169 7.167
101-28 Yield 7.153 7.153 7.152 7.152 7.150
102-00 Yield 7.136 7.136 7.135 7.135 7.133
102-04 Yield 7.119 7.119 7.119 7.118 7.116
102-08 Yield 7.103 7.102 7.102 7.101 7.099
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 7.086 7.085 7.085 7.084 7.082
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 10.736 10.703 10.692 10.644 10.547
Window 03/08-04/08 03/08-04/08 03/08-03/08 02/08-03/08 01/08-02/08
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 32
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS E
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO PRICING E Generated: 06/30/97 11:45 PM Page: 7
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7,440 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 26,405,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 26,405,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 12 mos 12 mos 12 mos 12 mos 12 mos
CALL No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.464 7.464 7.464 7.464 7.463
100-20 Yield 7.447 7.447 7.447 7.446 7.446
100-24 Yield 7.429 7.429 7.429 7.429 7.429
100-28 Yield 7.412 7.412 7.412 7.412 7.411
101-00 Yield 7.395 7.395 7.395 7.394 7.394
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.378 7.378 7.378 7.377 7.377
101-08 Yield 7.361 7.361 7.361 7.360 7.359
101-12 Yield 7.344 7.344 7.343 7.343 7.342
101-16 Yield 7.327 7.327 7.326 7.326 7.325
101-20 Yield 7.309 7.310 7.309 7.309 7.308
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.292 7.292 7.292 7.292 7.291
101-28 Yield 7.275 7.276 7.275 7.274 7.274
102-00 Yield 7.259 7.259 7.258 7.257 7.257
102-04 Yield 7.242 7.242 7.241 7.240 7.240
102-08 Yield 7.225 7.225 7.224 7.223 7.223
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 7.208 7.208 7.208 7.207 7.206
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 10.775 10.775 10.759 10.713 10.665
Window 04/08-04/08 04/08-04/08 03/08-04/08 03/09-04/08 02/08-03/08
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 33
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS F
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING F Generated: 06/30/97 11:45 PM Page: 8
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.640 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 9,601,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 9,601,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 12 mos 12 mos 12 mos 12 mos 12 mos
CALL No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.669 7.669 7.669 7.669 7.668
100-20 Yield 7.652 7.651 7.651 7.651 7.651
100-24 Yield 7.634 7.634 7.634 7.634 7.633
100-28 Yield 7.617 7.617 7.616 7.616 7.616
101-00 Yield 7.600 7.599 7.599 7.599 7.599
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.582 7.582 7.582 7.582 7.581
101-08 Yield 7.565 7.565 7.564 7.564 7.564
101-12 Yield 7.548 7.547 7.547 7.547 7.546
101-16 Yield 7.531 7.530 7.530 7.530 7.530
101-20 Yield 7.514 7.513 7.513 7.513 7.512
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.497 7.496 7.496 7.496 7.495
101-28 Yield 7.479 7.479 7.478 7.478 7.477
102-00 Yield 7.462 7.462 7.461 7.461 7.460
102-04 Yield 7.445 7.444 7.444 7.447 7.443
102-08 Yield 7.428 7.427 7.427 7.427 7.427
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 7.411 7.410 7.410 7.410 7.409
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 10.839 10.788 10.775 10.775 10.719
Window 04/08-05/08 04/08-05/08 04/08-04/08 04/08-04/08 03/08-04/08
PrincLoss %
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 Mo 6 Mo 1 Yr 2 Yr 3 Yr 4 Yr 5 Yr 7 Yr 10 Yr 30 Yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 Mo 6 Mo 1 Yr 2 Yr 3 Yr 4 Yr 5 Yr 7 Yr 10 Yr 30 Yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 34
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS A1
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING A1 Generated: 06/30/97 11:49 PM Page: 1
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 6.730 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 147,300,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 147,300,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.322% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 24 mos 24 mos 24 mos 24 mos 24 mos
CALL No No No No No
APPLY PENALTY No No No No No
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
99-00 Yield 7.006 7.016 7.026 7.044 7.060
99-04 Yield 6.980 6.988 6.996 7.012 7.025
99-08 Yield 6.953 6.960 6.966 6.979 6.991
99-12 Yield 6.926 6.932 6.937 6.947 6.956
99-16 Yield 6.899 6.903 6.907 6.915 6.922
- -----------------------------------------------------------------------------------------------------------------------------------
99-20 Yield 6.873 6.875 6.878 6.883 6.887
99-24 Yield 6.846 6.847 6.849 6.851 6.853
99-28 Yield 6.820 6.820 6.819 6.819 6.818
100-00 Yield 6.793 6.792 6.790 6.787 6.784
100-04 Yield 6.767 6.764 6.761 6.755 6.750
- -----------------------------------------------------------------------------------------------------------------------------------
100-08 Yield 6.741 6.736 6.732 6.723 6.715
100-12 Yield 6.714 6.708 6.702 6.691 6.681
100-16 Yield 6.688 6.681 6.673 6.659 6.647
100-20 Yield 6.662 6.653 6.644 6.628 6.613
100-24 Yield 6.635 6.625 6.615 6.596 6.579
- -----------------------------------------------------------------------------------------------------------------------------------
100-28 Yield 6.609 6.598 6.586 6.564 6.545
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 6.087 5.717 5.393 4.847 4.456
Window 07/97-12/05 07/97-10/05 07/97-09/05 07/97-08/05 07/97-10/04
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 35
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS A2
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING A2 Generated: 06/30/97 11:49 PM Page: 2
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.180 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 40,000,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 40,000,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 24 mos 24 mos 24 mos 24 mos 24 mos
CALL No No No No No
APPLY PENALTY No No No No No
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.191 7.185 7.183 7.180 7.177
100-20 Yield 7.172 7.166 7.163 7.160 7.156
100-24 Yield 7.154 7.147 7.144 7.140 7.135
100-28 Yield 7.136 7.127 7.124 7.120 7.114
101-00 Yield 7.117 7.108 7.104 7.099 7.093
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.099 7.089 7.084 7.079 7.072
101-08 Yield 7.081 7.070 7.065 7.059 7.052
101-12 Yield 7.062 7.050 7.045 7.039 7.031
101-16 Yield 7.044 7.031 7.026 7.019 7.010
101-20 Yield 7.026 7.012 7.006 6.999 6.989
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.008 6.993 6.987 6.979 6.969
101-28 Yield 6.990 6.974 6.967 6.959 6.948
102-00 Yield 6.972 6.955 6.948 6.939 6.927
102-04 Yield 6.954 6.936 6.928 6.919 6.907
102-08 Yield 6.936 6.917 6.909 6.899 6.886
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 6.918 6.898 6.889 6.879 6.866
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 9.654 8.953 8.680 8.377 8.021
Window 12/05-05/08 10/05-05/07 09/05-11/06 08/05-06/06 10/04-02/06
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 Mo 6 Mo 1 Yr 2 Yr 3 Yr 4 Yr 5 Yr 7 Yr 10 Yr 30 Yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 Mo 6 Mo 1 Yr 2 Yr 3 Yr 4 Yr 5 Yr 7 Yr 10 Yr 30 Yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 36
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS A3
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING A3 Generated: 06/30/97 11:49 PM Page: 3
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.190 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 141,558,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 141,558,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 24 mos 24 mos 24 mos 24 mos 24 mos
CALL No No No No No
APPLY PENALTY No No No No No
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.211 7.210 7.208 7.205 7.202
100-20 Yield 7.195 7.193 7.191 7.187 7.184
100-24 Yield 7.178 7.177 7.174 7.169 7.165
100-28 Yield 7.162 7.160 7.157 7.152 7.147
101-00 Yield 7.146 7.143 7.140 7.134 7.129
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.129 7.127 7.123 7.117 7.111
101-08 Yield 7.113 7.110 7.107 7.099 7.093
101-12 Yield 7.097 7.094 7.090 7.082 7.075
101-16 Yield 7.080 7.077 7.073 7.064 7.057
101-20 Yield 7.064 7.061 7.056 7.047 7.039
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.048 7.044 7.039 7.029 7.021
101-28 Yield 7.032 7.028 7.023 7.012 7.003
102-00 Yield 7.015 7.012 7.006 6.994 6.985
102-04 Yield 6.999 6.995 6.989 6.977 6.967
102-08 Yield 6.983 6.979 6.973 6.960 6.949
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 6.967 6.963 6.956 6.943 6.932
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 11.366 11.139 10.821 10.225 9.776
Window 05/08-02/09 05/07-01/09 11/06-12/08 06/06-10/08 02/06-04/08
PrincLoss %
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 37
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS B
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING B Generated: 06/30/97 11:49 PM Page: 4
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.240 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 24,004,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 24,004,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 24 mos 24 mos 24 mos 24 mos 24 mos
CALL No No No No No
APPLY PENALTY No No No No No
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.264 7.263 7.263 7.262 7.260
100-20 Yield 7.247 7.247 7.247 7.246 7.243
100-24 Yield 7.231 7.231 7.230 7.229 7.226
100-28 Yield 7.215 7.214 7.214 7.213 7.209
101-00 Yield 7.199 7.198 7.198 7.196 7.193
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.183 7.182 7.181 7.180 7.176
101-08 Yield 7.167 7.166 7.165 7.164 7.159
101-12 Yield 7.151 7.150 7.149 7.147 7.142
101-16 Yield 7.135 7.134 7.133 7.131 7.126
101-20 Yield 7.119 7.117 7.117 7.115 7.109
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.102 7.101 7.101 7.099 7.092
101-28 Yield 7.087 7.085 7.084 7.082 7.076
102-00 Yield 7.071 7.069 7.068 7.066 7.059
102-04 Yield 7.055 7.053 7.052 7.050 7.042
102-08 Yield 7.039 7.037 7.036 7.034 7.026
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 7.023 7.021 7.020 7.018 7.009
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 11.652 11.570 11.509 11.366 10.947
Window 02/09-03/09 01/09-02/09 12/08-01/09 10/08-12/08 04/08-08/08
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 38
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS C
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING C Generated: 06/30/97 11:49 PM Page: 5
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.270 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 12,002,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 12,002,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 227.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 24 mos 24 mos 24 mos 24 mos 24 mos
CALL No No No No No
APPLY PENALTY No No No No No
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.295 7.294 7.294 7.293 7.292
100-20 Yield 7.278 7.278 7.278 7.277 7.276
100-24 Yield 7.262 7.262 7.261 7.261 7.259
100-28 Yield 7.246 7.246 7.245 7.244 7.242
101-00 Yield 7.230 7.230 7.229 7.228 7.226
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.214 7.213 7.213 7.211 7.209
101-08 Yield 7.198 7.197 7.196 7.195 7.193
101-12 Yield 7.182 7.181 7.180 7.179 7.176
101-16 Yield 7.165 7.165 7.164 7.162 7.160
101-20 Yield 7.149 7.149 7.148 7.146 7.143
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.133 7.133 7.132 7.130 7.127
101-28 Yield 7.118 7.117 7.116 7.114 7.110
102-00 Yield 7.102 7.101 7.100 7.098 7.094
102-04 Yield 7.086 7.085 7.084 7.082 7.078
102-08 Yield 7.070 7.069 7.068 7.065 7.061
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 7.054 7.053 7.052 7.049 7.045
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 11.692 11.660 11.580 11.442 11.208
Window 03/09-03/09 02/09-03/09 01/09-02/09 12/08-12/08 08/08-10/08
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
YIELD MAINTENANCE TREASURY CURVE
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
TREASURY CURVE
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 39
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS D
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING D Generated: 06/30/97 11:49 PM Page: 6
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.320 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 21,604,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 21,604,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 24 mos 24 mos 24 mos 24 mos 24 mos
CALL No No No No No
APPLY PENALTY No No No No No
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.346 7.346 7.346 7.345 7.344
100-20 Yield 7.330 7.329 7.329 7.328 7.328
100-24 Yield 7.313 7.313 7.313 7.312 7.311
100-28 Yield 7.297 7.297 7.297 7.296 7.294
101-00 Yield 7.281 7.281 7.281 7.279 7.278
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.265 7.265 7.264 7.263 7.261
101-08 Yield 7.249 7.249 7.248 7.247 7.245
101-12 Yield 7.233 7.232 7.232 7.230 7.229
101-16 Yield 7.217 7.216 7.216 7.214 7.212
101-20 Yield 7.201 7.200 7.200 7.198 7.196
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.185 7.184 7.184 7.182 7.179
101-28 Yield 7.169 7.168 7.168 7.166 7.163
102-00 Yield 7.153 7.152 7.152 7.149 7.147
102-04 Yield 7.137 7.136 7.136 7.133 7.131
102-08 Yield 7.121 7.120 7.120 7.117 7.114
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 7.105 7.104 7.104 7.101 7.098
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 11.724 11.692 11.661 11.511 11.354
Window 03/09-04/09 03/09-03/09 02/09-03/09 12/08-01/09 10/08-12/08
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 Mo 6 Mo 1 Yr 2 Yr 3 Yr 4 Yr 5 Yr 7 Yr 10 Yr 30 Yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 Mo 6 Mo 1 Yr 2 Yr 3 Yr 4 Yr 5 Yr 7 Yr 10 Yr 30 Yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 40
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS E
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO PRICING E Generated: 06/30/97 11:49 PM Page: 7
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7,440 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 26,405,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 26,405,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.26% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 24 mos 24 mos 24 mos 24 mos 24 mos
CALL No No No No No
APPLY PENALTY No No No No No
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.469 7.469 7.469 7.468 7.468
100-20 Yield 7.453 7.453 7.452 7.452 7.451
100-24 Yield 7.436 7.436 7.436 7.436 7.435
100-28 Yield 7.420 7.420 7.420 7.419 7.418
101-00 Yield 7.404 7.404 7.403 7.403 7.402
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.388 7.388 7.387 7.387 7.385
101-08 Yield 7.372 7.371 7.371 7.370 7.369
101-12 Yield 7.355 7.355 7.355 7.354 7.352
101-16 Yield 7.339 7.339 7.339 7.338 7.336
101-20 Yield 7.323 7.323 7.323 7.322 7.320
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.307 7.307 7.306 7.305 7.303
101-28 Yield 7.291 7.291 7.290 7.289 7.287
102-00 Yield 7.275 7.275 7.274 7.273 7.271
102-04 Yield 7.259 7.259 7.258 7.257 7.254
102-08 Yield 7.243 7.243 7.242 7.241 7.238
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 7.227 7.227 7.226 7.225 7.222
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 11.775 11.761 11.724 11.649 11.494
Window 04/09-04/09 03/09-04/09 03/09-04/09 01/09-03/09 12/08-02/09
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 41
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS F
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING F Generated: 06/30/97 11:49 PM Page: 8
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.640 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 9,601,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 9,601,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 24 mos 24 mos 24 mos 24 mos 24 mos
CALL No No No No No
APPLY PENALTY No No No No No
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.674 7.674 7.674 7.673 7.673
100-20 Yield 7.658 7.657 7.657 7.657 7.656
100-24 Yield 7.641 7.641 7.641 7.640 7.640
100-28 Yield 7.625 7.624 7.624 7.624 7.623
101-00 Yield 7.608 7.608 7.608 7.607 7.607
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.592 7.592 7.592 7.591 7.590
101-08 Yield 7.576 7.575 7.575 7.574 7.574
101-12 Yield 7.559 7.559 7.559 7.558 7.557
101-16 Yield 7.543 7.543 7.543 7.542 7.541
101-20 Yield 7.527 7.526 7.526 7.525 7.524
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.511 7.510 7.510 7.509 7.508
101-28 Yield 7.495 7.494 7.494 7.493 7.492
102-00 Yield 7.478 7.478 7.478 7.477 7.475
102-04 Yield 7.462 7.462 7.462 7.460 7.459
102-08 Yield 7.446 7.445 7.445 7.444 7.443
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 7.430 7.429 7.429 7.428 7.427
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 11.822 11.775 11.775 11.695 11.619
Window 04/09-05/09 04/09-04/09 04/09-04/09 03/09-04/09 02/09-03/09
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 42
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS A1
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING A1 Generated: 07/01/97 12:06 AM Page: 1
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 6.730 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 147,300,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 147,300,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 24 mos 24 mos 24 mos 24 mos 24 mos
CALL No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
99-00 Yield 7.006 7.022 7.038 7.069 7.093
99-04 Yield 6.980 6.994 7.008 7.036 7.059
99-08 Yield 6.953 6.966 6.978 7.004 7.024
99-12 Yield 6.926 6.938 6.949 6.972 6.989
99-16 Yield 6.899 6.909 6.919 6.939 6.955
- -----------------------------------------------------------------------------------------------------------------------------------
99-20 Yield 6.873 6.881 6.890 6.907 6.920
99-24 Yield 6.846 6.853 6.861 6.875 6.886
99-28 Yield 6.820 6.825 6.831 6.843 6.852
100-00 Yield 6.793 6.798 6.802 6.811 6.817
100-04 Yield 6.767 6.770 6.773 6.779 6.783
- -----------------------------------------------------------------------------------------------------------------------------------
100-08 Yield 6.741 6.742 6.744 6.747 6.749
100-12 Yield 6.714 6.714 6.715 6.716 6.715
100-16 Yield 6.688 6.687 6.685 6.684 6.681
100-20 Yield 6.662 6.659 6.656 6.652 6.647
100-24 Yield 6.635 6.631 6.627 6.621 6.613
- -----------------------------------------------------------------------------------------------------------------------------------
100-28 Yield 6.609 6.604 6.599 6.589 6.579
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 6.087 5.717 5.393 4.847 4.456
Window 07/97-12/05 07/97-10/05 07/97-09/05 07/97-08/05 07/97-10/04
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 Mo 6 Mo 1 Yr 2 Yr 3 Yr 4 Yr 5 Yr 7 Yr 10 Yr 30 Yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 Mo 6 Mo 1 Yr 2 Yr 3 Yr 4 Yr 5 Yr 7 Yr 10 Yr 30 Yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 43
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS A2
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING A2 Generated: 07/01/97 12:06 AM Page: 2
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.180 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 40,000,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 40,000,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 24 mos 24 mos 24 mos 24 mos 24 mos
CALL No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.191 7.187 7.185 7.184 7.189
100-20 Yield 7.172 7.167 7.165 7.163 7.168
100-24 Yield 7.154 7.148 7.146 7.143 7.147
100-28 Yield 7.136 7.129 7.126 7.123 7.126
101-00 Yield 7.117 7.109 7.106 7.103 7.105
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.099 7.090 7.086 7.083 7.084
101-08 Yield 7.081 7.071 7.067 7.062 7.063
101-12 Yield 7.062 7.052 7.047 7.042 7.042
101-16 Yield 7.044 7.033 7.028 7.022 7.022
101-20 Yield 7.026 7.013 7.008 7.002 7.001
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.008 6.994 6.989 6.982 6.980
101-28 Yield 6.990 6.975 6.969 6.962 6.960
102-00 Yield 6.972 6.956 6.950 6.942 6.939
102-04 Yield 6.954 6.937 6.930 6.922 6.918
102-08 Yield 6.936 6.918 6.911 6.902 6.898
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 6.918 6.899 6.891 6.882 6.877
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 9.654 8.953 8.680 8.377 8.021
Window 12/05-05/08 10/05-05/07 09/05-11/06 08/05-06/06 10/04-02/06
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 Mo 6 Mo 1 Yr 2 Yr 3 Yr 4 Yr 5 Yr 7 Yr 10 Yr 30 Yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 Mo 6 Mo 1 Yr 2 Yr 3 Yr 4 Yr 5 Yr 7 Yr 10 Yr 30 Yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 44
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS A3
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING A3 Generated: 07/01/97 12:06 AM Page: 3
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.190 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 141,558,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 141,558,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 24 mos 24 mos 24 mos 24 mos 24 mos
CALL No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.211 7.210 7.208 7.205 7.202
100-20 Yield 7.195 7.193 7.191 7.187 7.184
100-24 Yield 7.178 7.177 7.174 7.170 7.166
100-28 Yield 7.162 7.160 7.157 7.152 7.148
101-00 Yield 7.146 7.144 7.141 7.135 7.130
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.129 7.127 7.124 7.117 7.111
101-08 Yield 7.113 7.110 7.107 7.099 7.093
101-12 Yield 7.097 7.094 7.090 7.082 7.075
101-16 Yield 7.080 7.077 7.073 7.064 7.057
101-20 Yield 7.064 7.061 7.056 7.047 7.039
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.048 7.044 7.040 7.030 7.021
101-28 Yield 7.032 7.028 7.023 7.012 7.003
102-00 Yield 7.015 7.012 7.006 6.995 6.986
102-04 Yield 6.999 6.995 6.989 6.977 6.968
102-08 Yield 6.983 6.979 6.973 6.960 6.950
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 6.967 6.963 6.956 6.943 6.932
----------------------------------------------------------------------------------------------------------------------
AvgLife 11.366 11.139 10.821 10.225 9.776
Window 05/08-02/09 05/07-01/09 11/06-12/08 06/06-10/08 02/06-04/08
PrincLoss %
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 45
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS B
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING B Generated: 07/01/97 12:06 AM Page: 4
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.240 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 24,004,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 24,004,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 24 mos 24 mos 24 mos 24 mos 24 mos
CALL No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.264 7.263 7.263 7.262 7.260
100-20 Yield 7.247 7.247 7.247 7.246 7.243
100-24 Yield 7.231 7.231 7.230 7.229 7.226
100-28 Yield 7.215 7.214 7.214 7.213 7.210
101-00 Yield 7.199 7.198 7.198 7.197 7.193
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.183 7.182 7.181 7.180 7.176
101-08 Yield 7.167 7.166 7.165 7.164 7.159
101-12 Yield 7.151 7.150 7.149 7.147 7.142
101-16 Yield 7.135 7.134 7.133 7.131 7.126
101-20 Yield 7.119 7.117 7.117 7.115 7.109
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.102 7.101 7.101 7.099 7.092
101-28 Yield 7.087 7.085 7.084 7.082 7.076
102-00 Yield 7.071 7.069 7.068 7.066 7.059
102-04 Yield 7.055 7.053 7.052 7.050 7.042
102-08 Yield 7.039 7.037 7.036 7.034 7.026
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 7.023 7.021 7.020 7.018 7.009
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 11.652 11.570 11.509 11.366 10.947
Window 02/09-03/09 01/09-02/09 12/08-01/09 10/08-12/08 04/08-08/08
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 46
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS C
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING C Generated: 07/01/97 12:06 AM Page: 5
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.270 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 12,002,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 12,002,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 24 mos 24 mos 24 mos 24 mos 24 mos
CALL No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.295 7.294 7.294 7.293 7.292
100-20 Yield 7.278 7.278 7.278 7.277 7.276
100-24 Yield 7.262 7.262 7.261 7.261 7.259
100-28 Yield 7.246 7.246 7.245 7.244 7.242
101-00 Yield 7.230 7.230 7.229 7.228 7.226
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.214 7.213 7.213 7.211 7.209
101-08 Yield 7.198 7.197 7.196 7.195 7.193
101-12 Yield 7.182 7.181 7.180 7.179 7.176
101-16 Yield 7.165 7.165 7.164 7.162 7.160
101-20 Yield 7.149 7.149 7.148 7.146 7.143
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.133 7.133 7.132 7.130 7.127
101-28 Yield 7.118 7.117 7.116 7.114 7.110
102-00 Yield 7.102 7.101 7.100 7.098 7.094
102-04 Yield 7.086 7.085 7.084 7.082 7.078
102-08 Yield 7.070 7.069 7.068 7.065 7.061
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 7.054 7.053 7.052 7.049 7.045
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 11.692 11.660 11.580 11.442 11.208
Window 03/09-03/09 02/09-03/09 01/09-02/09 12/08-12/08 08/08-10/08
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 47
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS D
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING D Generated: 07/01/97 12:06 AM Page: 6
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.320 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 21,604,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 21,604,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 24 mos 24 mos 24 mos 24 mos 24 mos
CALL No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.346 7.346 7.346 7.345 7.344
100-20 Yield 7.330 7.329 7.329 7.328 7.328
100-24 Yield 7.313 7.313 7.313 7.312 7.311
100-28 Yield 7.297 7.297 7.297 7.296 7.294
101-00 Yield 7.281 7.281 7.281 7.279 7.278
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.265 7.265 7.264 7.263 7.261
101-08 Yield 7.249 7.249 7.248 7.247 7.245
101-12 Yield 7.233 7.232 7.232 7.230 7.229
101-16 Yield 7.217 7.216 7.216 7.214 7.212
101-20 Yield 7.201 7.200 7.200 7.198 7.196
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.185 7.184 7.184 7.182 7.180
101-28 Yield 7.169 7.168 7.168 7.166 7.163
102-00 Yield 7.153 7.152 7.152 7.149 7.147
102-04 Yield 7.137 7.136 7.136 7.133 7.131
102-08 Yield 7.121 7.120 7.120 7.117 7.114
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 7.105 7.104 7.104 7.101 7.098
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 11.724 11.692 11.661 11.511 11.354
Window 03/09-04/09 03/09-03/09 02/09-03/09 12/08-01/09 10/08-12/08
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 48
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS E
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO PRICING E Generated: 07/01/97 12:06 AM Page: 7
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7,440 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 26,405,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 26,405,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 888,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,930
MAX 10.26% 10.267% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 24 mos 24 mos 24 mos 24 mos 24 mos
CALL No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.469 7.469 7.469 7.468 7.468
100-20 Yield 7.453 7.453 7.452 7.452 7.451
100-24 Yield 7.436 7.436 7.436 7.436 7.435
100-28 Yield 7.420 7.420 7.420 7.419 7.418
101-00 Yield 7.404 7.404 7.403 7.403 7.402
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.388 7.388 7.387 7.387 7.385
101-08 Yield 7.372 7.371 7.371 7.370 7.369
101-12 Yield 7.355 7.355 7.355 7.354 7.352
101-16 Yield 7.339 7.339 7.339 7.338 7.336
101-20 Yield 7.323 7.323 7.323 7.322 7.320
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.307 7.307 7.306 7.305 7.303
101-28 Yield 7.291 7.291 7.290 7.289 7.287
102-00 Yield 7.275 7.275 7.274 7.273 7.271
102-04 Yield 7.259 7.259 7.258 7.257 7.254
102-08 Yield 7.243 7.243 7.242 7.241 7.238
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 7.227 7.227 7.226 7.225 7.222
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 11.775 11.761 11.724 11.649 11.494
Window 04/09-04/09 03/09-04/09 03/09-04/09 01/09-03/09 12/08-02/09
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 49
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS F
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING F Generated: 07/01/97 12:06 AM Page: 8
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7,640 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 9,601,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 9,601,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949.330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 24 mos 24 mos 24 mos 24 mos 24 mos
CALL No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.674 7.674 7.674 7.673 7.673
100-20 Yield 7.658 7.657 7.657 7.657 7.656
100-24 Yield 7.641 7.641 7.641 7.640 7.640
100-28 Yield 7.625 7.624 7.624 7.624 7.623
101-00 Yield 7.608 7.608 7.608 7.607 7.607
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.592 7.592 7.592 7.591 7.590
101-08 Yield 7.576 7.575 7.575 7.574 7.574
101-12 Yield 7.559 7.559 7.559 7.558 7.557
101-16 Yield 7.543 7.543 7.543 7.542 7.541
101-20 Yield 7.527 7.526 7.526 7.525 7.524
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.511 7.510 7.510 7.509 7.508
101-28 Yield 7.495 7.494 7.494 7.493 7.492
102-00 Yield 7.478 7.478 7.478 7.477 7.475
102-04 Yield 7.462 7.462 7.462 7.460 7.459
102-08 Yield 7.446 7.445 7.445 7.444 7.443
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 7.430 7.429 7.429 7.428 7.427
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 11.822 11.775 11.775 11.695 11.619
Window 04/09-05/09 04/09-04/09 04/09-04/09 03/09-04/09 02/09-03/09
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 50
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS A1
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING A1 Generated: 07/01/97 12:27 AM Page: 1
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 6.730 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 147,300,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 147,300,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD See (1) See (2) See (3) See (4) See (5)
OPEN PERIOD See (1) See (2) See (3) See (4) See (5)
DEFAULT RATE
SEVERITY/MTHLIQ
BALLOON EXT 0 mos 0 mos 0 mos 0 mos 0 mos
CALL No No No No No
APPLY PENALTY No No No No No
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
99-00 Yield 7.060 7.065 7.069 7.078 7.087
99-04 Yield 7.025 7.029 7.033 7.041 7.048
99-08 Yield 6.990 6.994 6.997 7.004 7.009
99-12 Yield 6.956 6.959 6.961 6.966 6.971
99-16 Yield 6.921 6.923 6.925 6.929 6.932
- -----------------------------------------------------------------------------------------------------------------------------------
99-20 Yield 6.887 6.888 6.889 6.892 6.894
99-24 Yield 6.853 6.853 6.854 6.855 6.856
99-28 Yield 6.818 6.818 6.818 6.818 6.817
100-00 Yield 6.784 6.783 6.782 6.781 6.779
100-04 Yield 6.750 6.748 6.747 6.744 6.741
- -----------------------------------------------------------------------------------------------------------------------------------
100-08 Yield 6.716 6.713 6.711 6.707 6.703
100-12 Yield 6.682 6.679 6.676 6.670 6.665
100-16 Yield 6.648 6.644 6.640 6.634 6.627
100-20 Yield 6.614 6.609 6.605 6.597 6.590
100-24 Yield 6.580 6.575 6.570 6.561 6.552
- -----------------------------------------------------------------------------------------------------------------------------------
100-28 Yield 6.546 6.540 6.535 6.524 6.514
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 4.511 4.403 4.303 4.126 3.973
Window 07/97-07/04 07/97-05/04 07/97-04/04 07/97-02/04 07/97-12/03
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) PREPAY: 0CPR>>Group 1:Prepay 100CPR>>Group OTHER:Prepay:0CPR>>Pnlty:
YMCpr:0, LOCpr:0, >>Balloon: 100% extended for 0 Mos. >>
(2) PREPAY: 0CPR>>Group 1:Prepay 100CPR>>Group OTHER:Prepay:5CPR>>Pnlty:
YMCpr:0, LOCpr:0, >>Balloon: 100% extended for 0 Mos. >>
(3) PREPAY: 0CPR>>Group 1:Prepay 100CPR>>Group OTHER:Prepay:10CPR>>Pnlty:
YMCpr:0, LOCpr:0, >>Balloon: 100% extended for 0 Mos. >>
(4) PREPAY: 0CPR>>Group 1:Prepay 100CPR>>Group OTHER:Prepay:20CPR>>Pnlty:
YMCpr:0, LOCpr:0, >>Balloon: 100% extended for 0 Mos. >>
(5) PREPAY: 0CPR>>Group 1:Prepay 100CPR>>Group OTHER:Prepay:30CPR>>Pnlty:
YMCpr:0, LOCpr:0, >>Balloon: 100% extended for 0 Mos. >>
* ORDWAY IS PREPAID IN FULL FIRST PERIOD
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 51
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS A1
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING A1 Generated: 07/01/97 12:24 AM Page: 1
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------
CUPON: 6,730 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 147,300,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 147,300,000 STATED FINAL: 00/00/00
FACTOR: 1.0000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD See(1) See(2) See(3) See(4) See(5)
OPEN PERIOD See(1) See(2) See(3) See(4) See(5)
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 0 mos 0 mos 0 mos 0 mos 0 mos
CALL No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
99-00 Yield 7.060 7.070 7.080 7.098 7.115
99-04 Yield 7.025 7.035 7.044 7.061 7.076
99-08 Yield 6.990 6.999 7.008 7.023 7.037
99-12 Yield 6.956 6.964 6.972 6.986 6.999
99-16 Yield 6.921 6.929 6.936 6.949 6.960
- -----------------------------------------------------------------------------------------------------------------------------------
99-20 Yield 6.887 6.894 6.900 6.911 6.922
99-24 Yield 6.853 6.859 6.864 6.874 6.884
99-28 Yield 6.818 6.824 6.828 6.837 6.845
100-00 Yield 6.784 6.789 6.793 6.800 6.807
100-04 Yield 6.750 6.754 6.757 6.763 6.769
- -----------------------------------------------------------------------------------------------------------------------------------
100-08 Yield 6.716 6.719 6.722 6.727 6.731
100-12 Yield 6.682 6.684 6.686 6.690 6.693
100-16 Yield 6.648 6.649 6.651 6.653 6.655
100-20 Yield 6.614 6.615 6.616 6.617 6.618
100-24 Yield 6.580 6.580 6.580 6.580 6.580
- -----------------------------------------------------------------------------------------------------------------------------------
100-28 Yield 6.546 6.546 6.545 6.544 6.542
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 4.511 4.403 4.303 4.126 3.973
Window 07/97-07/04 07/97-05/04 07/97-04/04 07/97-02/04 07/97-12/03
PrincLoss %
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Prepay: OCPR>>Group 1:Prepay:100CPR>>Group OTHER:Prepay: OCPR>>Pnlty:
YMCpr: 0, LOCpr:0,>> Balloon: 100% extended for 0 Mos. >>
(2) Prepay: OCPR>>Group 1:Prepay:100CPR>>Group OTHER:Prepay: 5CPR>>Pnlty:
YMCpr: 0, LOCpr:0,>> Balloon: 100% extended for 0 Mos. >>
(3) Prepay: OCPR>>Group 1:Prepay:100CPR>>Group OTHER:Prepay: 10CPR>>Pnlty:
YMCpr: 0, LOCpr:0,>> Balloon: 100% extended for 0 Mos. >>
(4) Prepay: OCPR>>Group 1:Prepay:100CPR>>Group OTHER:Prepay: 20CPR>>Pnlty:
YMCpr: 0, LOCpr:0,>> Balloon: 100% extended for 0 Mos. >>
(5) Prepay: OCPR>>Group 1:Prepay:100CPR>>Group OTHER:Prepay: 3OCPR>>Pnlty:
YMCpr: 0, LOCpr:0,>> Balloon: 100% extended for 0 Mos. >>
* ORDWAY is prepaid in full first period
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 52
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS A1
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING A1 Generated: 07/01/97 12:41 AM Page: 1
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 6.730 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 147,300,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 147,300,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY /MTHLIQ
BALLOON EXT See (1) See (2) See (3) See (4) See (5)
CALL No No No No No
APPLY PENALTY No No No No No
YLD.MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
99-00 Yield 6.997 7.009 7.021 7.042 7.058
99-04 Yield 6.972 6.982 6.992 7.010 7.024
99-08 Yield 6.946 6.955 6.963 6.978 6.990
99-12 Yield 6.921 6.928 6.934 6.946 6.955
99-16 Yield 6.896 6.901 6.905 6.914 6.921
- -----------------------------------------------------------------------------------------------------------------------------------
99-20 Yield 6.870 6.874 6.877 6.882 6.887
99-24 Yield 6.845 6.847 6.848 6.850 6.852
99-28 Yield 6.820 6.820 6.819 6.819 6.818
100-00 Yield 6.795 6.793 6.791 6.787 6.784
100-04 Yield 6.770 6.766 6.762 6.756 6.750
- -----------------------------------------------------------------------------------------------------------------------------------
100-08 Yield 6.745 6.739 6.734 6.724 6.716
100-12 Yield 6.720 6.713 6.705 6.693 6.682
100-16 Yield 6.695 6.686 6.677 6.661 6.649
100-20 Yield 6.670 6.659 6.649 6.630 6.615
100-24 Yield 6.645 6.633 6.621 6.599 6.581
- -----------------------------------------------------------------------------------------------------------------------------------
100-28 Yield 6.620 6.606 6.592 6.567 6.548
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 6.533 6.022 5.577 4.915 4.499
Window 07/97-08/06 07/97-08/06 07/97-07/06 07/97-08/05 07/97-12/04
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Prepay: 0CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Group 1: Balloon: 100%
extended for 36 Mos. >> Group OTHER: Balloon: 100% extended for 0 Mos. >>
(2) Prepay: 5CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Group 1: Balloon: 100%
extended for 36 Mos. >> Group OTHER: Balloon: 100% extended for 0 Mos. >>
(3) Prepay: 10CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Group 1: Balloon: 100%
extended for 36 Mos. >> Group OTHER: Balloon: 100% extended for 0 Mos. >>
(4) Prepay: 20CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Group 1: Balloon: 100%
extended for 36 Mos. >> Group OTHER: Balloon: 100% extended for 0 Mos. >>
(5) Prepay: 30CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Group 1: Balloon: 100%
extended for 36 Mos. >> Group OTHER: Balloon: 100% extended for 0 Mos. >>
* Loans with Remaining Term <= 84 were extended by 3 years
<TABLE>
YIELD MAINTENANCE TREASURY CURVE
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 Mo 6 Mo 1 Yr 2 Yr 3 Yr 4 Yr 5 Yr 7 Yr 10 Yr 30 Yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
TREASURY CURVE
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 Mo 6 Mo 1 Yr 2 Yr 3 Yr 4 Yr 5 Yr 7 Yr 10 Yr 30 Yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 53
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS A1
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING A1 Generated: 07/01/97 12:44 AM Page: 1
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 6,730 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 147,300,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 147,300,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT See (1) See (2) See (3) See (4) See (5)
CALL No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
99-00 Yield 6.997 7.015 7.033 7.066 7.092
99-04 Yield 6.972 6.988 7.004 7.034 7.058
99-08 Yield 6.946 6.961 6.975 7.002 7.023
99-12 Yield 6.921 6.934 6.947 6.970 6.989
99-16 Yield 6.896 6.907 6.918 6.938 6.955
- -----------------------------------------------------------------------------------------------------------------------------------
99-20 Yield 6.870 6.880 6.889 6.906 6.921
99-24 Yield 6.845 6.853 6.860 6.875 6.886
99-28 Yield 6.820 6.826 6.832 6.843 6.852
100-00 Yield 6.795 6.799 6.803 6.811 6.818
100-04 Yield 6.770 6.772 6.775 6.780 6.784
- -----------------------------------------------------------------------------------------------------------------------------------
100-08 Yield 6.745 6.745 6.746 6.748 6.750
100-12 Yield 6.720 6.719 6.718 6.717 6.716
100-16 Yield 6.695 6.692 6.690 6.685 6.683
100-20 Yield 6.670 6.666 6.661 6.654 6.649
100-24 Yield 6.645 6.639 6.633 6.623 6.615
- -----------------------------------------------------------------------------------------------------------------------------------
100-28 Yield 6.620 6.612 6.605 6.592 6.581
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 6.533 6.022 5.577 4.915 4.499
Window 07/97-08/06 07/97-08/06 07/97-07/06 07/97-08/05 07/97-12/04
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Prepay: 0CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Group 1: Balloon:
100% extended for 36 Mos. >> Group OTHER: Balloon: 100% extended
for 0 Mos. >>
(2) Prepay: 5CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Group 1: Balloon:
100% extended for 36 Mos. >> Group OTHER: Balloon: 100% extended
for 0 Mos. >>
(3) Prepay: 10CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Group 1: Balloon:
100% extended for 36 Mos. >> Group OTHER: Balloon: 100% extended
for 0 Mos. >>
(4) Prepay: 20CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Group 1: Balloon:
100% extended for 36 Mos. >> Group OTHER: Balloon: 100% extended
for 0 Mos. >>
(5) Prepay: 30CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Group 1: Balloon:
100% extended for 36 Mos. >> Group OTHER: Balloon: 100% extended
for 0 Mos. >>
* Loans with Remaining Term <= 84 were extended by 3 years
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 54
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS A1
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FORWARD A1 Generated: 07/01/97 2:44 AM Page: 1
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 6.730 SETTLEMENT: 07/08/98
ORIGINAL BALANCE: 147,300,000 NEXT PROJ: 07/17/98
CURRENT BALANCE: 147,300,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 0 mos 0 mos 0 mos 0 mos 0 mos
CALL No No No No No
APPLY PENALTY No No No No No
YLD. MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
99-00 Yield 7.072 7.080 7.087 7.101 7.114
99-04 Yield 7.035 7.042 7.048 7.060 7.071
99-08 Yield 6.999 7.004 7.010 7.020 7.028
99-12 Yield 6.963 6.967 6.977 6.979 6.986
99-16 Yield 6.926 6.930 6.933 6.938 6.944
- -----------------------------------------------------------------------------------------------------------------------------------
99-20 Yield 6.890 6.892 6.894 6.898 6.901
99-24 Yield 6.854 6.855 6.856 6.857 6.859
99-28 Yield 6.818 6.818 6.817 6.817 6.817
100-00 Yield 6.782 6.781 6.779 6.777 6.775
100-04 Yield 6.746 6.743 6.741 6.737 6.732
- -----------------------------------------------------------------------------------------------------------------------------------
100-08 Yield 6.710 6.706 6.703 6.696 6.691
100-12 Yield 6.674 6.669 6.665 6.656 6.649
100-16 Yield 6.638 6.632 6.627 6.616 6.607
100-20 Yield 6.603 6.596 6.589 6.576 6.565
100-24 Yield 6.567 6.559 6.551 6.536 6.523
- -----------------------------------------------------------------------------------------------------------------------------------
100-28 Yield 6.531 6.522 6.513 6.497 6.482
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 4.163 4.022 3.894 3.675 3.496
Window 07/98-07/04 07/98-05/04 07/98-04/04 07/98-02/04 07/98-12/03
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield N/A N/A 5.6680 6.0840 6.2360 6.3140 6.3920 6.4500 6.5090 6.7950
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 55
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS A1
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FORWARD A1 Generated: 07/01/97 2:47 PM Page: 1
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 6.730 SETTLEMENT: 07/08/98
ORIGINAL BALANCE: 147,300,000 NEXT PROJ: 07/17/98
CURRENT BALANCE: 147,300,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
OPEN PERIOD 0 CPR 5 CPR 10 CPR 20 CPR 30 CPR
DEFAULT RATE
SEVERITY / MTHLIQ
BALLOON EXT 0 mos 0 mos 0 mos 0 mos 0 mos
CALL No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes
YLD.MAINT. SHIFT 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
99-00 Yield 7.072 7.086 7.100 7.126 7.150
99-04 Yield 7.035 7.049 7.061 7.085 7.107
99-08 Yield 6.999 7.011 7.023 7.044 7.064
99-12 Yield 6.963 6.974 6.984 7.003 7.022
99-16 Yield 6.926 6.936 6.945 6.963 6.979
- -----------------------------------------------------------------------------------------------------------------------------------
99-20 Yield 6.890 6.899 6.907 6.922 6.937
99-24 Yield 6.854 6.861 6.869 6.882 6.895
99-28 Yield 6.818 6.824 6.830 6.842 6.852
100-00 Yield 6.782 6.787 6.792 6.801 6.810
00-04 Yield 6.746 6.750 6.754 6.761 6.768
- -----------------------------------------------------------------------------------------------------------------------------------
100-08 Yield 6.710 6.713 6.716 6.721 6.726
100-12 Yield 6.674 6.676 6.678 6.681 6.684
100-16 Yield 6.638 6.639 6.640 6.641 6.643
100-20 Yield 6.603 6.602 6.602 6.601 6.601
100-24 Yield 6.567 6.565 6.564 6.561 6.559
- -----------------------------------------------------------------------------------------------------------------------------------
100-28 Yield 6.531 6.529 6.526 6.521 6.517
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 4.163 4.022 3.894 3.675 3.496
Window 07/98-07/04 07/98-05/04 07/98-04/04 07/98-02/04 07/98-12/03
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
YIELD MAINTENANCE TREASURY CURVE
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
TREASURY CURVE
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield N/A N/A 5.6680 6.0840 6.2360 6.3140 6.3920 6.4500 6.5090 6.7950
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 56
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS A3
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING A3 Generated: 07/01/97 2:59 AM Page: 1
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.190 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 141,558,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 141,558,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 2 CPR 4 CPR 8 CPR 10 CPR 20 CPR
OPEN PERIOD 0 CPR 2 CPR 4 CPR 8 CPR 10 CPR 20 CPR
DEFAULT RATE 3 CDR 3 CDR 3 CDR 3 CDR 3 CDR 3 CDR
SEVERITY / MTHLIQ 40 / 12 40 / 12 40 / 12 40 / 12 40 / 12 40 / 12
BALLOON EXT 0 mos 0 mos 0 mos 0 mos 0 mos 0 mos
CALL No No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes Yes
YLD. MAINT. SHIFT 0 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.199 7.199 7.199 7.199 7.199 7.199
100-20 Yield 7.180 7.180 7.180 7.180 7.180 7.180
100-24 Yield 7.161 7.161 7.161 7.161 7.161 7.161
100-28 Yield 7.142 7.142 7.142 7.142 7.142 7.142
101-00 Yield 7.123 7.123 7.123 7.123 7.123 7.123
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.105 7.105 7.104 7.104 7.104 7.104
101-08 Yield 7.086 7.086 7.086 7.085 7.085 7.085
101-12 Yield 7.067 7.067 7.067 7.066 7.066 7.066
101-16 Yield 7.049 7.049 7.048 7.048 7.048 7.047
101-20 Yield 7.030 7.030 7.030 7.029 7.029 7.028
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.012 7.011 7.011 7.010 7.010 7.009
101-28 Yield 6.993 6.993 6.992 6.992 6.992 6.990
102-00 Yield 6.975 6.974 6.974 6.973 6.973 6.971
102-04 Yield 6.956 6.956 6.955 6.955 6.954 6.953
102-08 Yield 6.938 6.937 6.937 6.936 6.936 6.934
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 6.919 6.919 6.918 6.917 6.917 6.915
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 9.315 9.297 9.278 9.236 9.215 9.106
Window 10/05-02/07 08/05-02/07 07/05-02/07 04/05-02/07 03/05-02/07 10/04-02/07
PrincLoss %
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5,1420 5,2310 5,6200 6,0210 6,1700 6,2490 6,3290 6,3900 6,4510 6,7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5,1880 5,2670 5,6680 6,0840 6,2360 6,3070 6,3780 6,4380 6,4980 6,7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 57
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS B
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING B Generated: 07/01/97 2:59 AM Page: 2
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7,240 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 24,004,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 24,004,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 2 CPR 4 CPR 8 CPR 10 CPR 20 CPR
OPEN PERIOD 0 CPR 2 CPR 4 CPR 8 CPR 10 CPR 20 CPR
DEFAULT RATE 3 CDR 3 CDR 3 CDR 3 CDR 3 CDR 3 DCR
SEVERITY / MTHLIQ 40/12 40/12 40/12 40/12 40/12 40/12
BALLOON EXT 0 mos 0 mos 0 mos 0 mos 0 mos 0 mos
CALL No No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes Yes
YLD. MAINT. SHIFT 0 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.252 7.252 7.252 7.252 7.252 7.252
100-20 Yield 7.234 7.234 7.234 7.234 7.234 7.234
100-24 Yield 7.216 7.216 7.216 7.216 7.216 7.215
100-28 Yield 7.197 7.197 7.197 7.197 7.197 7.197
101-00 Yield 7.179 7.179 7.179 7.179 7.179 7.179
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.161 7.161 7.161 7.161 7.161 7.160
101-08 Yield 7.143 7.143 7.143 7.142 7.142 7.142
101-12 Yield 7.125 7.124 7.124 7.124 7.124 7.124
101-16 Yield 7.106 7.106 7.106 7.106 7.106 7.106
101-20 Yield 7.088 7.088 7.088 7.088 7.088 7.087
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.070 7.070 7.070 7.070 7.070 7.069
101-28 Yield 7.052 7.052 7.052 7.052 7.052 7.051
102-00 Yield 7.034 7.034 7.034 7.034 7.034 7.033
102-04 Yield 7.016 7.016 7.016 7.016 7.016 7.015
102-08 Yield 6.998 6.998 6.998 6.998 6.997 6.997
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 6.980 6.980 6.980 6.980 6.980 6.979
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 9.691 9.686 9.681 9.672 9.667 9.645
Window 02/07-03/07 02/07-03/07 02/07-03/07 02/07-03/07 02/07-03/07 02/07-03/07
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 58
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS C
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING C Generated: 07/01/97 2:59 AM Page: 3
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.270 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 12,002,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 12,002,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 2 CPR 4 CPR 8 CPR 10 CPR 20 CPR
OPEN PERIOD 0 CPR 2 CPR 4 CPR 8 CPR 10 CPR 20 CPR
DEFAULT RATE 3 CDR 3 CDR 3 CDR 3 CDR 3 CDR 3 CDR
SEVERITY / MTHLIQ 40 / 12 40 / 12 40 / 12 40 / 12 40 / 12 40 / 12
BALLOON EXT 0 mos 0 mos 0 mos 0 mos 0 mos 0 mos
CALL No No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes Yes
YLD. MAINT. SHIFT 0 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.283 7.283 7.283 7.283 7.283 7.283
100-20 Yield 7.265 7.265 7.265 7.265 7.265 7.265
100-24 Yield 7.247 7.247 7.247 7.246 7.246 7.246
100-28 Yield 7.228 7.228 7.228 7.228 7.228 7.228
101-00 Yield 7.210 7.210 7.210 7.210 7.210 7.210
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.192 7.192 7.192 7.192 7.192 7.192
101-08 Yield 7.174 7.174 7.174 7.173 7.173 7.173
101-12 Yield 7.156 7.156 7.155 7.155 7.155 7.155
101-16 Yield 7.138 7.137 7.137 7.137 7.137 7.137
101-20 Yield 7.119 7.119 7.119 7.119 7.119 7.119
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.101 7.101 7.101 7.101 7.101 7.101
101-28 Yield 7.083 7.083 7.083 7.083 7.083 7.083
102-00 Yield 7.065 7.065 7.065 7.065 7.064 7.064
102-04 Yield 7.047 7.047 7.047 7.046 7.046 7.046
102-08 Yield 7.029 7.029 7.029 7.028 7.028 7.028
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 7.011 7.011 7.011 7.011 7.010 7.010
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 9.729 9.720 9.711 9.694 9.692 9.692
Window 03/07-04/07 03/07-04/07 03/07-04/07 03/07-04/07 03/07-03/07 03/07-03/07
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 59
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS A3
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING A3 Generated: 07/01/97 3:04 AM Page: 1
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.190 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 141,558,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 141,558,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 2 CPR 4 CPR 8 CPR 10 CPR 20 CPR
OPEN PERIOD 0 CPR 2 CPR 4 CPR 8 CPR 10 CPR 20 CPR
DEFAULT RATE See (1) See (2) See (3) See (4) See (5) See (6)
SEVERITY / MTHLIQ
BALLOON EXT 0 mos 0 mos 0 mos 0 mos 0 mos 0 mos
CALL No No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes Yes
YLD. MAINT. SHIFT 0 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.196 7.196 7.197 7.197 7.197 7.197
100-20 Yield 7.177 7.177 7.177 7.177 7.177 7.178
100-24 Yield 7.158 7.158 7.158 7.158 7.158 7.158
100-28 Yield 7.139 7.139 7.139 7.139 7.139 7.139
101-00 Yield 7.119 7.119 7.119 7.119 7.119 7.119
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.100 7.100 7.100 7.100 7.100 7.100
101-08 Yield 7.081 7.081 7.081 7.081 7.081 7.080
101-12 Yield 7.062 7.062 7.062 7.061 7.061 7.061
101-16 Yield 7.043 7.043 7.043 7.042 7.042 7.041
101-20 Yield 7.024 7.024 7.024 7.023 7.023 7.022
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.005 7.005 7.004 7.004 7.004 7.003
101-28 Yield 6.986 6.986 6.985 6.985 6.985 6.983
102-00 Yield 6.967 6.967 6.966 6.966 6.965 6.964
102-04 Yield 6.948 6.948 6.947 6.947 6.946 6.945
102-08 Yield 6.929 6.929 6.928 6.928 6.927 6.926
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 6.910 6.910 6.910 6.909 6.908 6.906
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 9.045 9.022 8.999 8.955 8.934 8.831
Window 12/03-03/07 12/03-03/07 12/03-03/07 12/03-03/07 12/03-03/07 11/03-03/07
PricLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Prepay: 0CPR >> Pnlty: YMCpr: 0, LOCpr:0,>> Group 1:Default Model: CDR,
3/24, 100/1,3, Severity: 40, MLiq: 12, AdvPl, >> Group OTHER:Default Model:
CDR, 3, Severity: 40, MLiq: 12, AdvPl, >> Balloon:
(2) Prepay: 2CPR >> Pnlty: YMCpr: 0, LOCpr:0, >> Group 1:Default Model: CDR,
3/24, 100/1,3, Severity: 40, MLiq: 12, AdvPl, >> Group OTHER:Default Model:
CDR, 3, Severity: 40, MLiq: 12, AdvPl, >> Balloon:
(3) Prepay: 4CPR >> Pnlty: YMCpr: 0, LOCpr:0, >> Group 1:Default Model: CDR,
3/24, 100/1,3, Severity: 40, MLiq: 12, AdvPl, >> Group OTHER:Default Model:
CDR, 3, Severity: 40, MLiq: 12, AdvPl, >> Balloon:
(4) Prepay: 8CPR >> Pnlty: YMCpr: 0, LOCpr:0, >> Group 1:Default Model: CDR,
3/24, 100/1,3, Severity: 40, MLiq: 12, AdvPl, >> Group OTHER:Default Model:
CDR, 3, Severity: 40, MLiq: 12, AdvPl, >> Balloon:
(5) Prepay: 10CPR >> Pnlty: YMCpr: 0, LOCpr:0, >> Group 1:Default Model: CDR,
3/24, 100/1,3, Severity: 40, MLiq: 12, AdvPl, >> Group OTHER:Default Model:
CDR, 3, Severity: 40, MLiq: 12, AdvPl, >> Balloon:
(6) Prepay: 20CPR >> Pnlty: YMCpr: 0, LOCpr:0, >> Group 1:Default Model: CDR,
3/24, 100/1,3, Severity: 40, MLiq: 12, AdvPl, >> Group OTHER:Default Model:
CDR, 3, Severity: 40, MLiq: 12, AdvPl, >> Balloon:
* Default the largest 15 loans in period 25
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 60
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS B
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING B Generated: 07/01/97 3:04 AM Page: 2
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.240 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 24,004,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 24,004,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 2 CPR 4 CPR 8 CPR 10 CPR 20 CPR
OPEN PERIOD 0 CPR 2 CPR 4 CPR 8 CPR 10 CPR 20 CPR
DEFAULT RATE See (1) See (2) See (3) See (4) See (5) See (6)
SEVERITY / MTHLIQ
BALLOON EXT 0 mos 0 mos 0 mos 0 mos 0 mos 0 mos
CALL No No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes Yes
YLD.MAINT. SHIFT 0 0 0 0 0 0
- -----------------------
PRICE OUTPUT
</TABLE>
<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.253 7.253 7.253 7.253 7.253 7.253
100-20 Yield 7.235 7.235 7.235 7.235 7.235 7.234
100-24 Yield 7.216 7.216 7.216 7.216 7.216 7.216
100-28 Yield 7.198 7.198 7.198 7.198 7.198 7.198
101-00 Yield 7.180 7.180 7.180 7.180 7.180 7.180
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.162 7.162 7.162 7.162 7.162 7.162
101-08 Yield 7.144 7.144 7.144 7.144 7.144 7.143
101-12 Yield 7.126 7.126 7.126 7.126 7.125 7.125
101-16 Yield 7.108 7.108 7.108 7.107 7.107 7.107
101-20 Yield 7.090 7.090 7.089 7.089 7.089 7.089
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.072 7.072 7.071 7.071 7.071 7.071
101-28 Yield 7.054 7.054 7.053 7.053 7.053 7.053
102-00 Yield 7.036 7.036 7.036 7.035 7.035 7.035
102-04 Yield 7.018 7.018 7.018 7.017 7.017 7.017
102-08 Yield 7.000 7.000 7.000 7.000 7.000 6.999
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 6.982 6.982 6.982 6.982 6.982 6.981
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 9.763 9.760 9.758 9.753 9.751 9.739
Window 03/07-04/07 03/07-04/07 03/07-04/07 03/07-04/07 03/07-04/07 03/07-04/07
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Prepay: 0CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Group 1: Default Model: CDR,
3/24, 100/1,3, Severity: 40, Mliq: 12, AdvPl, >> Group OTHER: Default
Model: CDR, 3, Severity: 40, Mliq: 12, AdvPl, >> Balloon
(2) Prepay: 2CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Group 1: Default Model: CDR,
3/24, 100/1,3, Severity: 40, Mliq: 12, AdvPl, >> Group OTHER: Default
Model: CDR, 3, Severity: 40, Mliq: 12, AdvPl, >> Balloon
(3) Prepay: 4CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Group 1: Default Model: CDR,
3/24, 100/1,3, Severity: 40, Mliq: 12, AdvPl, >> Group OTHER: Default
Model: CDR, 3, Severity: 40, Mliq: 12, AdvPl, >> Balloon
(4) Prepay: 8CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Group 1: Default Model: CDR,
3/24, 100/1,3, Severity: 40, Mliq: 12, AdvPl, >> Group OTHER: Default
Model: CDR, 3, Severity: 40, Mliq: 12, AdvPl, >> Balloon
(5) Prepay: 10CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Group 1: Default Model: CDR,
3/24, 100/1,3, Severity: 40, Mliq: 12, AdvPl, >> Group OTHER: Default
Model: CDR, 3, Severity: 40, Mliq: 12, AdvPl, >> Balloon
(6) Prepay: 20CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Group 1: Default Model: CDR,
3/24, 100/1,3, Severity: 40, Mliq: 12, AdvPl, >> Group OTHER: Default
Model: CDR, 3, Severity: 40, Mliq: 12, AdvPl, >> Balloon
* Default the largest 15 loans in period 25
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 61
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS C
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING C Generated: 07/01/97 3:04 AM Page: 3
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.270 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 12,002,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 12,002,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,380
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 2 CPR 4 CPR 8 CPR 10 CPR 20 CPR
OPEN PERIOD 0 CPR 2 CPR 4 CPR 8 CPR 10 CPR 20 CPR
DEFAULT RATE See (1) See(2) See (3) See (4) See (5) See (6)
SEVERITY / MTHLIQ
BALLOON EXT 0 mos 0 mos 0 mos 0 mos 0 mos 0 mos
CALL No No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes Yes
YLD. MAINT. SHIFT 0 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.284 7.284 7.284 7.284 7.284 7.284
100-20 Yield 7.265 7.265 7.265 7.265 7.265 7.265
100-24 Yield 7.247 7.247 7.247 7.247 7.247 7.247
100-28 Yield 7.229 7.229 7.229 7.229 7.229 7.229
101-00 Yield 7.211 7.211 7.211 7.211 7.211 7.211
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.193 7.193 7.193 7.193 7.193 7.193
101-08 Yield 7.175 7.175 7.174 7.174 7.174 7.174
101-12 Yield 7.156 7.156 7.156 7.156 7.156 7.156
101-16 Yield 7.138 7.138 7.138 7.138 7.138 7.138
101-20 Yield 7.120 7.120 7.120 7.120 7.120 7.120
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.102 7.102 7.102 7.102 7.102 7.102
101-28 Yield 7.084 7.084 7.084 7.084 7.084 7.084
102-00 Yield 7.066 7.066 7.066 7.066 7.066 7.066
102-04 Yield 7.049 7.048 7.048 7.048 7.048 7.048
102-08 Yield 7.031 7.031 7.030 7.030 7.030 7.030
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 7.013 7.013 7.013 7.013 7.013 7.013
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 9.781 9.779 9.776 9.775 9.775 9.775
Window 04/07-05/07 04/07-05/07 04/07-05/07 04/07-04/07 04/07-04/07 04/07-04/07
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Prepay: 0CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Group 1:Default Model: CDR,
3/24, 100/1,3 Severity: 40, MLiq: 12, AdvPi, >> Group OTHER: Default Model:
CDR, 3, Severity: 40, MLiq: 12, AdvPi, >> Balloon:
(2) Prepay: 2CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Group 1:Default Model: CDR,
3/24, 100/1,3 Severity: 40, MLiq: 12, AdvPi, >> Group OTHER: Default Model:
CDR, 3, Severity: 40, MLiq: 12, AdvPi, >> Balloon:
(3) Prepay: 4CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Group 1:Default Model: CDR,
3/24, 100/1,3 Severity: 40, MLiq: 12, AdvPi, >> Group OTHER: Default Model:
CDR, 3, Severity: 40, MLiq: 12, AdvPi, >> Balloon:
(4) Prepay: 8CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Group 1:Default Model: CDR,
3/24, 100/1,3 Severity: 40, MLiq: 12, AdvPi, >> Group OTHER: Default Model:
CDR, 3, Severity: 40, MLiq: 12, AdvPi, >> Balloon:
(5) Prepay: 10CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Group 1:Default Model: CDR,
3/24, 100/1,3 Severity: 40, MLiq: 12, AdvPi, >> Group OTHER: Default Model:
CDR, 3, Severity: 40, MLiq: 12, AdvPi, >> Balloon:
(6) Prepay: 20CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Group 1:Default Model: CDR,
3/24, 100/1,3 Severity: 40, MLiq: 12, AdvPi, >> Group OTHER: Default Model:
CDR, 3, Severity: 40, MLiq: 12, AdvPi, >> Balloon:
* Default the largest 15 loans in period 25
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 62
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS A3
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING A3 Generated: 07/01/97 9:34 AM Page: 1
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.190 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 141,558,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 141,558,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD See (1) See (2) See (3) See (4) See (5) See (6)
YLDMAINT PERIOD See (1) See (2) See (3) See (4) See (5) See (6)
%PENALTY PERIOD See (1) See (2) See (3) See (4) See (5) See (6)
OPEN PERIOD 0 CPR 2 CPR 4 CPR 8 CPR 10 CPR 20 CPR
DEFAULT RATE 3 CDR 3 CDR 3 CDR 3 CDR 3 CDR 3 CDR
SEVERITY / MTHLIQ 40/12 40/12 40/12 40/12 40/12 40/12
BALLOON EXT 0 mos 0 mos 0 mos 0 mos 0 mos 0 mos
CALL No No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes Yes
YLD. MAINT. SHIFT 0 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.199 7.203 7.211 7.226 7.232 7.309
100-20 Yield 7.180 7.184 7.191 7.205 7.210 7.285
100-24 Yield 7.161 7.165 7.172 7.184 7.189 7.260
100-28 Yield 7.142 7.146 7.152 7.163 7.167 7.236
101-00 Yield 7.123 7.127 7.132 7.142 7.146 7.211
----------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.105 7.107 7.112 7.121 7.125 7.187
101-08 Yield 7.086 7.088 7.093 7.101 7.103 7.162
101-12 Yield 7.067 7.069 7.073 7.080 7.082 7.138
101-16 Yield 7.049 7.050 7.054 7.059 7.061 7.113
101-20 Yield 7.030 7.031 7.034 7.038 7.039 7.089
----------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.012 7.012 7.015 7.018 7.018 7.065
101-28 Yield 6.993 6.993 6.995 6.997 6.997 7.041
102-00 Yield 6.975 6.974 6.976 6.977 6.976 7.016
102-04 Yield 6.956 6.956 6.956 6.956 6.955 6.992
102-08 Yield 6.938 6.937 6.937 6.935 6.933 6.968
----------------------------------------------------------------------------------------------------------------------
102-12 Yield 6.919 6.918 6.918 6.915 6.912 6.944
----------------------------------------------------------------------------------------------------------------------
AvgLife 9.315 9.055 8.727 8.090 7.800 6.534
Window 10/05-02/07 06/04-02/07 12/03-01/07 09/03-12/06 08/03-12/06 08/02-03/06
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Prepay: 0CPR>>Group 1:Pnlty: YMCpr: 0, LOCpr: 0, >>Group OTHER:Pnlty:
YMCpr: 0, LOCpr: 0, >>Default Model: CDR, 3, Severity: 40, MLiq: 12,
AdvPl, >>Balloon: 100% extended for 0 Mos. >>
(2) Prepay: 2CPR>>Group 1:Pnlty: YMCpr: 2, LOCpr: 0, >>Group OTHER:Pnlty:
YMCpr: 0, LOCpr: 0, >>Default Model: CDR, 3, Severity: 40, MLiq: 12,
AdvPl, >>Balloon: 100% extended for 0 Mos. >>
(3) Prepay: 4CPR>>Group 1:Pnlty: YMCpr: 4, LOCpr: 0, >>Group OTHER:Pnlty:
YMCpr: 0, LOCpr: 0, >>Default Model: CDR, 3, Severity: 40, MLiq: 12,
AdvPl, >>Balloon: 100% extended for 0 Mos. >>
(4) Prepay: 8CPR>>Group 1:Pnlty: YMCpr: 8, LOCpr: 0, >>Group OTHER:Pnlty:
YMCpr: 0, LOCpr: 0, >>Default Model: CDR, 3, Severity: 40, MLiq: 12,
AdvPl, >>Balloon: 100% extended for 0 Mos. >>
(5) Prepay: 10CPR>>Group 1:Pnlty: YMCpr: 10, LOCpr: 0, >>Group OTHER:Pnlty:
YMCpr: 0, LOCpr: 0, >>Default Model: CDR, 3, Severity: 40, MLiq: 12,
AdvPl, >>Balloon: 100% extended for 0 Mos. >>
(6) Prepay: 20CPR>>Group 1:Pnlty: YMCpr: 20, LOCpr: 0, >>Group OTHER:Pnlty:
YMCpr: 0, LOCpr: 0, >>Default Model: CDR, 3, Severity: 40, MLiq: 12,
AdvPl, >>Balloon: 100% extended for 0 Mos. >>
* Prepay all loans with mortgage rates > 8.5%
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield N/A N/A 5.6680 6.0840 6.2360 6.3140 6.3920 6.4500 6.5090 6.7950
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 63
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS B
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING B Generated: 07/01/97 9:34 AM Page: 2
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.240 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 24,004,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 24,004,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD See(1) See(2) See(3) See(4) See(5) See(6)
YLDMAINT PERIOD See(1) See(2) See(3) See(4) See(5) See(6)
%PENALTY PERIOD See(1) See(2) See(3) See(4) See(5) See(6)
OPEN PERIOD 0 CPR 2 CPR 4 CPR 8 CPR 10 CPR 20 CPR
DEFAULT RATE 3 CPR 3 CPR 3 CPR 3 CPR 3 CPR 3 CPR
SEVERITY / MTHLIQ 40 / 12 40 / 12 40 / 12 40 / 12 40 / 12 40 / 12
BALLOON EXT 0 mos 0 mos 0 mos 0 mos 0 mos 0 mos
CALL No No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes Yes
YLD.MAINT. SHIFT 0 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.252 7.252 7.252 7.252 7.251 7.265
100-20 Yield 7.234 7.234 7.234 7.233 7.233 7.246
100-24 Yield 7.216 7.216 7.215 7.214 7.214 7.226
100-28 Yield 7.197 7.197 7.197 7.196 7.195 7.206
101-00 Yield 7.179 7.179 7.178 7.177 7.177 7.188
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.161 7.161 7.160 7.159 7.158 7.169
101-08 Yield 7.143 7.142 7.142 7.141 7.140 7.150
101-12 Yield 7.125 7.124 7.124 7.122 7.121 7.130
101-16 Yield 7.106 7.106 7.105 7.104 7.103 7.111
101-20 Yield 7.088 7.088 7.087 7.086 7.085 7.092
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.070 7.070 7.069 7.067 7.066 7.073
101-28 Yield 7.052 7.052 7.051 7.049 7.048 7.054
102-00 Yield 7.034 7.033 7.033 7.031 7.030 7.035
102-04 Yield 7.016 7.015 7.015 7.012 7.011 7.016
102-08 Yield 6.998 6.997 6.996 6.994 6.993 6.997
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 6.980 6.979 6.978 6.976 6.975 6.979
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 9.691 9.662 9.624 9.533 9.487 9.021
Window 02/07-03/07 02/07-03/07 01/07-03/07 12/06-02/07 12/06-01/07 03/06-11/06
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Prepay: 0CPR >> Group 1:Pnlty: YMCpr: 0, LOCpr: 0, >> Group OTHER:Pnlty:
YMCpr: 0, LOCpr: 0, >> Default Model: CDR, 3, Severity: 40, MLiq: 12,
AdvPl, >> Balloon: 100% extended for 0 Mos. >>
(2) Prepay: 2CPR >> Group 1:Pnlty: YMCpr: 2, LOCpr: 0, >> Group OTHER:Pnlty:
YMCpr: 0, LOCpr: 0, >> Default Model: CDR, 3, Severity: 40, MLiq: 12,
AdvPl, >> Balloon: 100% extended for 0 Mos. >>
(3) Prepay: 4CPR >> Group 1:Pnlty: YMCpr: 4, LOCpr: 0, >> Group OTHER:Pnlty:
YMCpr: 0, LOCpr: 0, >> Default Model: CDR, 3, Severity: 40, MLiq: 12,
AdvPl, >> Balloon: 100% extended for 0 Mos. >>
(4) Prepay: 8CPR >> Group 1:Pnlty: YMCpr: 8, LOCpr: 0, >> Group OTHER:Pnlty:
YMCpr: 0, LOCpr: 0, >> Default Model: CDR, 3, Severity: 40, MLiq: 12,
AdvPl, >> Balloon: 100% extended for 0 Mos. >>
(5) Prepay: 10CPR >> Group 1:Pnlty: YMCpr: 10, LOCpr: 0, >> Group OTHER:Pnlty:
YMCpr: 0, LOCpr: 0, >> Default Model: CDR, 3, Severity: 40, MLiq: 12,
AdvPl, >> Balloon: 100% extended for 0 Mos. >>
(6) Prepay: 20CPR >> Group 1:Pnlty: YMCpr: 20, LOCpr: 0, >> Group OTHER:Pnlty:
YMCpr: 0, LOCpr: 0, >> Default Model: CDR, 3, Severity: 40, MLiq: 12,
AdvPl, >> Balloon: 100% extended for 0 Mos. >>
* Prepay all loans with mortgage rates > 8.5%
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 Mo 6 Mo 1 Yr 2 Yr 3 Yr 4 Yr 5 Yr 7 Yr 10 Yr 30 Yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 Mo 6 Mo 1 Yr 2 Yr 3 Yr 4 Yr 5 Yr 7 Yr 10 Yr 30 Yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield N/A N/A 5.6680 6.0840 6.2360 6.3140 6.3920 6.4500 6.5090 6.7950
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 64
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS C
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING C Generated: 07/01/97 9:34 AM Page: 3
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.270 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 12,002,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 12,002,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD See (1) See (2) See (3) See (4) See (5) See (6)
YLDMAINT PERIOD See (1) See (2) See (3) See (4) See (5) See (6)
%PENALTY PERIOD See (1) See (2) See (3) See (4) See (5) See (6)
OPEN PERIOD 0 CPR 2 CPR 4 CPR 8 CPR 10 CPR 20 CPR
DEFAULT RATE 3 CDR 3 CDR 3 CDR 3 CDR 3 CDR 3 CDR
SEVERITY / MTHLIQ 40/12 40/12 40/12 40/12 40/12 40/12
BALLOON EXT 0 mos 0 mos 0 mos 0 mos 0 mos 0 mos
CALL No No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes Yes
YLD.MAINT. SHIFT 0 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.283 7.283 7.283 7.283 7.283 7.282
100-20 Yield 7.265 7.265 7.265 7.265 7.264 7.263
100-24 Yield 7.247 7.246 7.246 7.246 7.246 7.244
100-28 Yield 7.228 7.228 7.228 7.228 7.227 7.226
101-00 Yield 7.210 7.210 7.210 7.210 7.209 7.207
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.192 7.192 7.192 7.191 7.191 7.188
101-08 Yield 7.174 7.173 7.173 7.173 7.172 7.170
101-12 Yield 7.156 7.155 7.155 7.155 7.154 7.151
101-16 Yield 7.138 7.137 7.137 7.136 7.136 7.133
101-20 Yield 7.119 7.119 7.119 7.118 7.117 7.114
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.101 7.101 7.101 7.100 7.099 7.096
101-28 Yield 7.083 7.083 7.083 7.082 7.081 7.077
102-00 Yield 7.065 7.064 7.064 7.064 7.063 7.059
102-04 Yield 7.047 7.046 7.046 7.046 7.045 7.040
102-08 Yield 7.029 7.028 7.028 7.028 7.026 7.022
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 7.011 7.010 7.010 7.010 7.008 7.003
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 9.729 9.692 9.692 9.651 9.596 9.403
Window 03/07-04/07 03/07-03/07 03/07-03/07 02/07-03/07 01/07-03/07 11/06-12/06
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Prepay: 0CPR >> Group 1: Pnlty: YMCpr: 0, LOCpr: 0, >> Group OTHER: Pnlty:
YMCpr: 0, LOCpr: 0, >> Default Model: CDR, 3, Severity: 40, MLiq: 12,
AdvPl, >> Balloon: 100% extended for 0 Mos. >>
(2) Prepay: 2CPR >> Group 1: Pnlty: YMCpr: 2, LOCpr: 0, >> Group OTHER: Pnlty:
YMCpr: 0, LOCpr: 0, >> Default Model: CDR, 3, Severity: 40, MLiq: 12,
AdvPl, >> Balloon: 100% extended for 0 Mos. >>
(3) Prepay: 4CPR >> Group 1: Pnlty: YMCpr: 4, LOCpr: 0, >> Group OTHER: Pnlty:
YMCpr: 0, LOCpr: 0, >> Default Model: CDR, 3, Severity: 40, MLiq: 12,
AdvPl, >> Balloon: 100% extended for 0 Mos. >>
(4) Prepay: 8CPR >> Group 1: Pnlty: YMCpr: 8, LOCpr: 0, >> Group OTHER: Pnlty:
YMCpr: 0, LOCpr: 0, >> Default Model: CDR, 3, Severity: 40, MLiq: 12,
AdvPl, >> Balloon: 100% extended for 0 Mos. >>
(5) Prepay: 10CPR >> Group 1: Pnlty: YMCpr: 10, LOCpr: 0, >> Group OTHER: Pnlty:
YMCpr: 0, LOCpr: 0, >> Default Model: CDR, 3, Severity: 40, MLiq: 12,
AdvPl, >> Balloon: 100% extended for 0 Mos. >>
(6) Prepay: 20CPR >> Group 1: Pnlty: YMCpr: 20, LOCpr: 0, >> Group OTHER: Pnlty:
YMCpr: 0, LOCpr: 0, >> Default Model: CDR, 3, Severity: 40, MLiq: 12,
AdvPl, >> Balloon: 100% extended for 0 Mos. >>
* Prepay all loans with mortgage rates > 8.5%.
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield N/A N/A 5.6680 6.0840 6.2360 6.3140 6.3920 6.4500 6.5090 6.950
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 65
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS A3
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING A3 Generated: 07/01/97 3:09 AM Page: 1
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
CUPON: 7.190 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 141,558,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 141,558,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 2 CPR 4 CPR 8 CPR 10 CPR 20 CPR
OPEN PERIOD 0 CPR 2 CPR 4 CPR 8 CPR 10 CPR 20 CPR
DEFAULT RATE 3 CDR 3 CDR 3 CDR 3 CDR 3 CDR 3 CDR
SEVERITY / MTHLIQ 40 / 12 40 / 12 40 / 12 40 / 12 40 / 12 40 / 12
BALLOON EXT See (1) See (2) See (3) See (4) See (5) See (6)
CALL No No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes Yes
YLD. MAINT. SHIFT 0 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.208 7.207 7.207 7.206 7.205 7.202
100-20 Yield 7.191 7.190 7.189 7.188 7.187 7.184
100-24 Yield 7.174 7.173 7.172 7.170 7.170 7.166
100-28 Yield 7.157 7.156 7.155 7.153 7.152 7.147
101-00 Yield 7.140 7.139 7.138 7.135 7.134 7.129
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.123 7.122 7.120 7.118 7.117 7.111
101-08 Yield 7.106 7.105 7.103 7.101 7.099 7.093
101-12 Yield 7.089 7.088 7.086 7.083 7.082 7.075
101-16 Yield 7.072 7.071 7.069 7.066 7.064 7.057
101-20 Yield 7.055 7.054 7.052 7.048 7.047 7.039
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.039 7.037 7.035 7.031 7.029 7.021
101-28 Yield 7.022 7.020 7.018 7.014 7.012 7.003
102-00 Yield 7.005 7.003 7.001 6.996 6.994 6.985
102-04 Yield 6.988 6.986 6.984 6.979 6.977 6.967
102-08 Yield 6.972 6.969 6.967 6.962 6.960 6.949
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 6.955 6.952 6.950 6.945 6.942 6.931
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 10.788 10.666 10.548 10.321 10.214 9.735
Window 02/06-01/09 02/06-01/09 12/05-01/09 12/05-12/08 11/05-12/08 08/05-09/08
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Prepay: 0CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Default Model: CDR, 3,
Severity: 40, MLiq: 12, AdvPi, >> Group 1: Balloon: 100% extended for 24
Mos. >> Group OTHER:Ballon: 100% extended for 0 mos.
(2) Prepay: 2CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Default Model: CDR, 3,
Severity: 40, MLiq: 12, AdvPi, >> Group 1: Balloon: 100% extended for 24
Mos. >> Group OTHER:Ballon: 100% extended for 0 mos.
(3) Prepay: 4CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Default Model: CDR, 3,
Severity: 40, MLiq: 12, AdvPi, >> Group 1: Balloon: 100% extended for 24
Mos. >> Group OTHER:Ballon: 100% extended for 0 mos.
(4) Prepay: 8CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Default Model: CDR, 3,
Severity: 40, MLiq: 12, AdvPi, >> Group 1: Balloon: 100% extended for 24
Mos. >> Group OTHER:Ballon: 100% extended for 0 mos.
(5) Prepay: 10CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Default Model: CDR, 3,
Severity: 40, MLiq: 12, AdvPi, >> Group 1: Balloon: 100% extended for 24
Mos. >> Group OTHER:Ballon: 100% extended for 0 mos.
(6) Prepay: 20CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Default Model: CDR, 3,
Severity: 40, MLiq: 12, AdvPi, >> Group 1: Balloon: 100% extended for 24
Mos. >> Group OTHER:Ballon: 100% extended for 0 mos.
* Extended all loans with LTV =>, 60% by 2 years
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 66
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS B
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING B Generated: 07/01/97 3:09 AM Page: 2
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.240 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 24,004,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 24,004,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 2 CPR 4 CPR 8 CPR 10 CPR 20 CPR
OPEN PERIOD 0 CPR 2 CPR 4 CPR 8 CPR 10 CPR 20 CPR
DEFAULT RATE 3 CDR 3 CDR 3 CDR 3 CDR 3 CDR 3 CDR
SEVERITY / MTHLIQ 40 / 12 40 / 12 40 / 12 40 / 12 40 / 12 40 / 12
BALLOON EXT See (1) See (2) See (3) See (4) See (5) See (6)
CALL No No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes Yes
YLD.MAINT. SHIFT 0 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.264 7.264 7.263 7.263 7.263 7.262
100-20 Yield 7.247 7.247 7.247 7.247 7.247 7.246
100-24 Yield 7.231 7.231 7.231 7.230 7.230 7.229
100-28 Yield 7.215 7.215 7.215 7.214 7.214 7.213
101-00 Yield 7.199 7.199 7.198 7.198 7.198 7.196
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.183 7.182 7.182 7.181 7.181 7.180
101-08 Yield 7.167 7.166 7.166 7.165 7.165 7.163
101-12 Yield 7.151 7.150 7.150 7.149 7.149 7.147
101-16 Yield 7.135 7.134 7.134 7.133 7.133 7.131
101-20 Yield 7.119 7.118 7.118 7.117 7.116 7.114
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.103 7.102 7.102 7.101 7.100 7.098
101-28 Yield 7.087 7.086 7.086 7.084 7.084 7.082
102-00 Yield 7.071 7.070 7.070 7.068 7.068 7.065
102-04 Yield 7.055 7.054 7.054 7.052 7.052 7.049
102-08 Yield 7.039 7.038 7.038 7.036 7.036 7.033
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 7.023 7.022 7.022 7.020 7.020 7.017
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 11.654 11.618 11.582 11.511 11.486 11.320
Window 01/09-03/09 01/09-03/09 01/09-03/09 12/08-02/09 12/08-01/09 09/08-12/08
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Prepay: 0CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Default Model: CDR, 3,
Severity: 40, MLiq 12, AdvPI, >> Group 1: Balloon: 100% extended for 24 Mos. >>
Group OTHER: Balloon: 100% extended for 0 Mos.
(2) Prepay: 2CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Default Model: CDR, 3,
Severity: 40, MLiq 12, AdvPI, >> Group 1: Balloon: 100% extended for 24 Mos. >>
Group OTHER: Balloon: 100% extended for 0 Mos.
(3) Prepay: 4CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Default Model: CDR, 3,
Severity: 40, MLiq 12, AdvPI, >> Group 1: Balloon: 100% extended for 24 Mos. >>
Group OTHER: Balloon: 100% extended for 0 Mos.
(4) Prepay: 8CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Default Model: CDR, 3,
Severity: 40, MLiq 12, AdvPI, >> Group 1: Balloon: 100% extended for 24 Mos. >>
Group OTHER: Balloon: 100% extended for 0 Mos.
(5) Prepay: 10CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Default Model: CDR, 3,
Severity: 40, MLiq 12, AdvPI, >> Group 1: Balloon: 100% extended for 24 Mos. >>
Group OTHER: Balloon: 100% extended for 0 Mos.
(6) Prepay: 20CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Default Model: CDR, 3,
Severity: 40, MLiq 12, AdvPI, >> Group 1: Balloon: 100%
extended for 24 Mos. >> Group OTHER: Balloon: 100% extended for 0 Mos.
*Extended all loans with LTV => 60% by 2 years
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 mo 6 mo 1 yr 2 yr 3 yr 4 yr 5 yr 7 yr 10 yr 30 yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 67
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
CLASS C
GOLDMAN
SACHS
Goldman, Sachs & Co. User: Erik Lambert
AMRESCO FPRICING B Generated: 07/01/97 3:09 AM Page: 3
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
COUPON: 7.270 SETTLEMENT: 07/08/97
ORIGINAL BALANCE: 12,002,000 NEXT PROJ: 07/17/97
CURRENT BALANCE: 12,002,000 STATED FINAL: 00/00/00
FACTOR: 1.00000000 NEXT PAYMENT: 07/17/97
DELAY: 8 FACTOR DATE: 06/17/97
CUSIP: FREQUENCY: Monthly
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWAC GRWAC WAM WALA TERM SVC BAL
<S> <C> <C> <C> <C> <C> <C> <C>
MIN 7.190% 7.950% 39.0 83.0 0.065% 866,575
AVG 8.500% 8.738% 108.9 15.3 314.6 0.238% 4,949,330
MAX 10.267% 10.332% 238.0 277.0 360.0 1.310% 22,419,415
NUMBER OF ASSETS: 97 TOTAL BALANCE: 480,085,034
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAY LOCKOUT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
YLDMAINT PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
%PENALTY PERIOD 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR 0 CPR
OPEN PERIOD 0 CPR 2 CPR 4 CPR 8 CPR 10 CPR 20 CPR
DEFAULT RATE 3 CDR 3 CDR 3 CDR 3 CDR 3 CDR 3 CDR
SEVERITY / MTHLIQ 40 / 12 40 / 12 40 / 12 40 / 12 40 / 12 40 / 12
BALLOON EXT See (1) See (2) See (3) See (4) See (5) See (6)
CALL No No No No No No
APPLY PENALTY Yes Yes Yes Yes Yes Yes
YLD. MAINT. SHIFT 0 0 0 0 0 0
- -----------------------
PRICE OUTPUT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
100-16 Yield 7.295 7.295 7.295 7.294 7.294 7.293
100-20 Yield 7.278 7.278 7.278 7.278 7.278 7.277
100-24 Yield 7.262 7.262 7.262 7.262 7.262 7.261
100-28 Yield 7.246 7.246 7.246 7.246 7.245 7.244
101-00 Yield 7.230 7.230 7.230 7.230 7.229 7.228
- -----------------------------------------------------------------------------------------------------------------------------------
101-04 Yield 7.214 7.214 7.214 7.213 7.213 7.211
101-08 Yield 7.198 7.198 7.198 7.197 7.197 7.195
101-12 Yield 7.182 7.182 7.182 7.181 7.181 7.179
101-16 Yield 7.166 7.165 7.165 7.165 7.165 7.163
101-20 Yield 7.150 7.149 7.149 7.149 7.148 7.146
- -----------------------------------------------------------------------------------------------------------------------------------
101-24 Yield 7.134 7.133 7.133 7.133 7.132 7.130
101-28 Yield 7.118 7.118 7.118 7.117 7.116 7.114
102-00 Yield 7.102 7.102 7.102 7.101 7.100 7.098
102-04 Yield 7.086 7.086 7.086 7.085 7.084 7.082
102-08 Yield 7.070 7.070 7.070 7.069 7.068 7.066
- -----------------------------------------------------------------------------------------------------------------------------------
102-12 Yield 7.054 7.054 7.054 7.053 7.052 7.049
- -----------------------------------------------------------------------------------------------------------------------------------
AvgLife 11.696 11.692 11.692 11.662 11.611 11.447
Window 03/09-04/09 03/09-03/09 03/09-03/09 02/09-03/09 01/09-03/09 12/08-01/09
PrincLoss %
----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Prepay: 0CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Default Model: CDR, 3,
Severity: 40, MLiq: 12, AdvPi, >> Group 1: Balloon: 100% extended for 24
Mos. >> Group OTHER:Ballon: 100% extended for 0 mos.
(2) Prepay: 2CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Default Model: CDR, 3,
Severity: 40, MLiq: 12, AdvPi, >> Group 1: Balloon: 100% extended for 24
Mos. >> Group OTHER:Ballon: 100% extended for 0 mos.
(3) Prepay: 4CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Default Model: CDR, 3,
Severity: 40, MLiq: 12, AdvPi, >> Group 1: Balloon: 100% extended for 24
Mos. >> Group OTHER:Ballon: 100% extended for 0 mos.
(4) Prepay: 8CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Default Model: CDR, 3,
Severity: 40, MLiq: 12, AdvPi, >> Group 1: Balloon: 100% extended for 24
Mos. >> Group OTHER:Ballon: 100% extended for 0 mos.
(5) Prepay: 10CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Default Model: CDR, 3,
Severity: 40, MLiq: 12, AdvPi, >> Group 1: Balloon: 100% extended for 24
Mos. >> Group OTHER:Ballon: 100% extended for 0 mos.
(6) Prepay: 20CPR >> Pnlty: YMCpr: 0, LOCpr: 0, >> Default Model: CDR, 3,
Severity: 40, MLiq: 12, AdvPi, >> Group 1: Balloon: 100% extended for 24
Mos. >> Group OTHER:Ballon: 100% extended for 0 mos.
* Extended all loans with LTV => 60% by 2 years
YIELD MAINTENANCE TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 Mo 6 Mo 1 Yr 2 Yr 3 Yr 4 Yr 5 Yr 7 Yr 10 Yr 30 Yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1420 5.2310 5.6200 6.0210 6.1700 6.2490 6.3290 6.3900 6.4510 6.7790
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TREASURY CURVE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Term 3 Mo 6 Mo 1 Yr 2 Yr 3 Yr 4 Yr 5 Yr 7 Yr 10 Yr 30 Yr
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Yield 5.1880 5.2670 5.6680 6.0840 6.2360 6.3070 6.3780 6.4380 6.4980 6.7970
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 68
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
Printed on 07/01/97 Page 1
Time Created: 07/01/97 16:54:57
>> Balloon: 100% extended for 0 Mos.
********* BOND: AMRESCO FPRICING A1
<TABLE>
<CAPTION>
Month PayDate Ending Interest Coupon Amortization Prepay
Balance Principal Principal
<S> <C> <C> <C> <C> <C>
[ 0] 19970617 147300000.00
[ 1] 19970717 146771328.70 826107.50 6.730000 528671.30 0.00
[ 2] 19970817 146253146.26 823142.54 6.730000 518182.43 0.00
[ 3] 19970917 145731205.62 820236.40 6.730000 521940.65 0.00
[ 4] 19971017 145191175.76 817309.18 6.730000 540029.86 0.00
[ 5] 19971117 144661529.69 814280.51 6.730000 529646.07 0.00
[ 6] 19971217 144113754.86 811310.08 6.730000 547774.82 0.00
[ 7] 19980117 143576291.10 808237.98 6.730000 537463.76 0.00
[ 8] 19980217 143034929.02 805223.70 6.730000 541362.08 0.00
[ 9] 19980317 142446848.78 802187.56 6.730000 588080.24 0.00
[ 10] 19980417 141897285.08 798889.41 6.730000 549563.70 0.00
[ 11] 19980517 141329495.22 795807.27 6.730000 567789.86 0.00
[ 12] 19980617 140771823.56 792622.92 6.730000 557671.66 0.00
[ 13] 19980717 140195884.22 789495.31 6.730000 575939.35 0.00
[ 14] 19980817 139629986.46 786265.25 6.730000 565897.76 0.00
[ 15] 19980917 139059983.70 783091.51 6.730000 570002.76 0.00
[ 16] 19981017 138471648.50 779894.74 6.730000 588335.20 0.00
[ 17] 19981117 137893239.95 776595.16 6.730000 578408.55 0.00
[ 18] 19981217 137296455.88 773351.25 6.730000 596784.07 0.00
[ 19] 19990117 136709519.04 770004.29 6.730000 586936.83 0.00
[ 20] 19990217 136118324.31 766712.55 6.730000 591194.73 0.00
[ 21] 19990317 135480379.32 763396.94 6.730000 637945.00 0.00
[ 22] 19990417 134880258.40 759819.13 6.730000 600120.92 0.00
[ 23] 19990517 134261655.44 756453.45 6.730000 618602.96 0.00
[ 24] 19990617 133652689.78 752984.12 6.730000 608965.66 0.00
[ 25] 19990717 133025196.82 749568.84 6.730000 627492.96 0.00
[ 26] 19990817 132407257.51 746049.65 6.730000 617939.31 0.00
[ 27] 19990917 131784834.93 742584.04 6.730000 622422.58 0.00
[ 28] 19991017 131143814.62 739093.28 6.730000 641020.31 0.00
[ 29] 19991117 130512222.28 735498.23 6.730000 631592.34 0.00
[ 30] 19991217 129861985.27 731956.05 6.730000 650237.01 0.00
[ 31] 20000117 129221089.52 728309.30 6.730000 640895.75 0.00
[ 32] 20000217 128575543.64 724714.94 6.730000 645545.88 0.00
[ 33] 20000317 127897246.32 721094.51 6.730000 678297.31 0.00
[ 34] 20000417 127242088.77 717290.39 6.730000 655157.56 0.00
[ 35] 20000517 126568167.47 713616.05 6.730000 673921.30 0.00
[ 36] 20000617 125903363.02 709836.47 6.730000 664804.45 0.00
[ 37] 20000717 125219745.47 706108.03 6.730000 683617.55 0.00
[ 38] 20000817 124545153.51 702274.07 6.730000 674591.96 0.00
[ 39] 20000917 117347935.82 698490.74 6.730000 7197217.69 0.00
<CAPTION>
Month PayDate Principal Total Gross Total Prepay Prepay Prepay
Cash Cash Penalty Penalty YM Penalty %
<S> <C> <C> <C> <C> <C> <C>
[ 0] 19970617
[ 1] 19970717 528671.30 1354778.80 0.00 0.00 0.00 0.00
[ 2] 19970817 518182.43 1341324.97 0.00 0.00 0.00 0.00
[ 3] 19970917 521940.65 1342177.04 0.00 0.00 0.00 0.00
[ 4] 19971017 540029.86 1357339.04 0.00 0.00 0.00 0.00
[ 5] 19971117 529646.07 1343926.58 0.00 0.00 0.00 0.00
[ 6] 19971217 547774.82 1359084.90 0.00 0.00 0.00 0.00
[ 7] 19980117 537463.76 1345701.74 0.00 0.00 0.00 0.00
[ 8] 19980217 541362.08 1346585.78 0.00 0.00 0.00 0.00
[ 9] 19980317 588080.24 1390267.80 0.00 0.00 0.00 0.00
[ 10] 19980417 549563.70 1348453.11 0.00 0.00 0.00 0.00
[ 11] 19980517 567789.86 1363597.13 0.00 0.00 0.00 0.00
[ 12] 19980617 557671.66 1350294.58 0.00 0.00 0.00 0.00
[ 13] 19980717 575939.35 1365434.66 0.00 0.00 0.00 0.00
[ 14] 19980817 565897.76 1352163.02 0.00 0.00 0.00 0.00
[ 15] 19980917 570002.76 1353094.26 0.00 0.00 0.00 0.00
[ 16] 19981017 588335.20 1368229.94 0.00 0.00 0.00 0.00
[ 17] 19981117 578408.55 1355003.71 0.00 0.00 0.00 0.00
[ 18] 19981217 596784.07 1370135.33 0.00 0.00 0.00 0.00
[ 19] 19990117 586936.83 1356941.12 0.00 0.00 0.00 0.00
[ 20] 19990217 591194.73 1357907.28 0.00 0.00 0.00 0.00
[ 21] 19990317 637945.00 1401341.93 0.00 0.00 0.00 0.00
[ 22] 19990417 600120.92 1359940.05 0.00 0.00 0.00 0.00
[ 23] 19990517 618602.96 1375056.41 0.00 0.00 0.00 0.00
[ 24] 19990617 608965.66 1361949.78 0.00 0.00 0.00 0.00
[ 25] 19990717 627492.96 1377061.79 0.00 0.00 0.00 0.00
[ 26] 19990817 617939.31 1363988.96 0.00 0.00 0.00 0.00
[ 27] 19990917 622422.58 1365006.62 0.00 0.00 0.00 0.00
[ 28] 19991017 641020.31 1380113.59 0.00 0.00 0.00 0.00
[ 29] 19991117 631592.34 1367090.57 0.00 0.00 0.00 0.00
[ 30] 19991217 650237.01 1382193.06 0.00 0.00 0.00 0.00
[ 31] 20000117 640895.75 1369205.05 0.00 0.00 0.00 0.00
[ 32] 20000217 645545.88 1370260.82 0.00 0.00 0.00 0.00
[ 33] 20000317 678297.31 1399391.82 0.00 0.00 0.00 0.00
[ 34] 20000417 655157.56 1372447.95 0.00 0.00 0.00 0.00
[ 35] 20000517 673921.30 1387537.35 0.00 0.00 0.00 0.00
[ 36] 20000617 664804.45 1374640.92 0.00 0.00 0.00 0.00
[ 37] 20000717 683617.55 1389725.58 0.00 0.00 0.00 0.00
[ 38] 20000817 674591.96 1376866.03 0.00 0.00 0.00 0.00
[ 39] 20000917 7197217.69 7895708.43 0.00 0.00 0.00 0.00
</TABLE>
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 69
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
Printed on 07/01/97 Page 2
Time Created: 07/01/97 16:54:57
>> Balloon: 100% extended for 0 Mos.
********* BOND: AMRESCO FPRICING A1
<TABLE>
<CAPTION>
Month PayDate Ending Interest Coupon Amortization Prepay
Balance Principal Principal
<S> <C> <C> <C> <C> <C>
[ 40] 20001017 116659530.35 658126.34 6.730000 688405.47 0.00
[ 41] 20001117 115980086.52 654265.53 6.730000 679443.82 0.00
[ 42] 20001217 115281775.62 650454.99 6.730000 698310.90 0.00
[ 43] 20010117 114592332.86 646538.62 6.730000 689442.76 0.00
[ 44] 20010217 113897887.95 642672.00 6.730000 694444.91 0.00
[ 45] 20010317 113156685.26 638777.32 6.730000 741202.69 0.00
[ 46] 20010417 112451814.89 634620.41 6.730000 704870.38 0.00
[ 47] 20010517 111727952.81 630667.26 6.730000 723862.08 0.00
[ 48] 20010617 111012712.88 626607.60 6.730000 715239.93 0.00
[ 49] 20010717 110278428.58 622596.30 6.730000 734284.30 0.00
[ 50] 20010817 109552667.97 618478.19 6.730000 725760.62 0.00
[ 51] 20010917 106202269.07 614407.88 6.730000 3350398.89 0.00
[ 52] 20011017 105455929.24 595617.73 6.730000 746339.84 0.00
[ 53] 20011117 104717993.79 591432.00 6.730000 737935.45 0.00
[ 54] 20011217 103960906.92 587293.42 6.730000 757086.87 0.00
[ 55] 20020117 91792455.88 583047.42 6.730000 12168451.03 0.00
[ 56] 20020217 91049322.76 514802.69 6.730000 743133.13 0.00
[ 57] 20020317 90259504.94 510634.95 6.730000 789817.81 0.00
[ 58] 20020417 89505237.50 506205.39 6.730000 754267.44 0.00
[ 59] 20020517 88731763.09 501975.21 6.730000 773474.41 0.00
[ 60] 20020617 87966404.76 497637.30 6.730000 765358.33 0.00
[ 61] 20020717 87181783.66 493344.92 6.730000 784621.11 0.00
[ 62] 20020817 86405172.74 488944.50 6.730000 776610.91 0.00
[ 63] 20020917 85622925.15 484589.01 6.730000 782247.59 0.00
[ 64] 20021017 84821328.27 480201.91 6.730000 801596.88 0.00
[ 65] 20021117 84027581.88 475706.28 6.730000 793746.39 0.00
[ 66] 20021217 83214428.32 471254.69 6.730000 813153.56 0.00
[ 67] 20030117 82409015.48 466694.25 6.730000 805412.84 0.00
[ 68] 20030217 81597756.53 462177.23 6.730000 811258.95 0.00
[ 69] 20030317 80739784.30 457627.42 6.730000 857972.23 0.00
[ 70] 20030417 79916400.11 452815.62 6.730000 823384.19 0.00
[ 71] 20030517 79073464.15 448197.81 6.730000 842935.96 0.00
[ 72] 20030617 78237981.37 443470.34 6.730000 835482.79 0.00
[ 73] 20030717 77382885.99 438784.68 6.730000 855095.38 0.00
[ 74] 20030817 44725283.11 433989.02 6.730000 32657602.87 0.00
[ 75] 20030917 25800952.43 250834.30 6.730000 18924330.68 0.00
[ 76] 20031017 21900896.35 144700.34 6.730000 3900056.07 0.00
[ 77] 20031117 21086500.07 122827.53 6.730000 814396.29 0.00
[ 78] 20031217 11193513.60 118260.12 6.730000 9892986.46 0.00
[ 79] 20040117 10377768.73 62776.96 6.730000 815744.88 0.00
<CAPTION>
Month PayDate Principal Total Gross Total Prepay Prepay Prepay
Cash Cash Penalty Penalty YM Penalty %
<S> <C> <C> <C> <C> <C> <C>
[ 40] 20001017 688405.47 1346531.81 0.00 0.00 0.00 0.00
[ 41] 20001117 679443.82 1333709.36 0.00 0.00 0.00 0.00
[ 42] 20001217 698310.90 1348765.88 0.00 0.00 0.00 0.00
[ 43] 20010117 689442.76 1335981.39 0.00 0.00 0.00 0.00
[ 44] 20010217 694444.91 1337116.91 0.00 0.00 0.00 0.00
[ 45] 20010317 741202.69 1379980.01 0.00 0.00 0.00 0.00
[ 46] 20010417 704870.38 1339490.79 0.00 0.00 0.00 0.00
[ 47] 20010517 723862.08 1354529.34 0.00 0.00 0.00 0.00
[ 48] 20010617 715239.93 1341847.53 0.00 0.00 0.00 0.00
[ 49] 20010717 734284.30 1356880.59 0.00 0.00 0.00 0.00
[ 50] 20010817 725760.62 1344238.80 0.00 0.00 0.00 0.00
[ 51] 20010917 3350398.89 3964806.77 0.00 0.00 0.00 0.00
[ 52] 20011017 746339.84 1341957.56 0.00 0.00 0.00 0.00
[ 53] 20011117 737935.45 1329367.45 0.00 0.00 0.00 0.00
[ 54] 20011217 757086.87 1344380.29 0.00 0.00 0.00 0.00
[ 55] 20020117 12168451.03 12751498.45 0.00 0.00 0.00 0.00
[ 56] 20020217 743133.13 1257935.82 0.00 0.00 0.00 0.00
[ 57] 20020317 789817.81 1300452.77 0.00 0.00 0.00 0.00
[ 58] 20020417 754267.44 1260472.83 0.00 0.00 0.00 0.00
[ 59] 20020517 773474.41 1275449.62 0.00 0.00 0.00 0.00
[ 60] 20020617 765358.33 1262995.64 0.00 0.00 0.00 0.00
[ 61] 20020717 784621.11 1277966.03 0.00 0.00 0.00 0.00
[ 62] 20020817 776610.91 1265555.41 0.00 0.00 0.00 0.00
[ 63] 20020917 782247.59 1266836.60 0.00 0.00 0.00 0.00
[ 64] 20021017 801596.88 1281798.78 0.00 0.00 0.00 0.00
[ 65] 20021117 793746.39 1269452.68 0.00 0.00 0.00 0.00
[ 66] 20021217 813153.56 1284408.25 0.00 0.00 0.00 0.00
[ 67] 20030117 805412.84 1272107.09 0.00 0.00 0.00 0.00
[ 68] 20030217 811258.95 1273436.18 0.00 0.00 0.00 0.00
[ 69] 20030317 857972.23 1315599.64 0.00 0.00 0.00 0.00
[ 70] 20030417 823384.19 1276199.81 0.00 0.00 0.00 0.00
[ 71] 20030517 842935.96 1291133.77 0.00 0.00 0.00 0.00
[ 72] 20030617 835482.79 1278953.13 0.00 0.00 0.00 0.00
[ 73] 20030717 855095.38 1293880.06 0.00 0.00 0.00 0.00
[ 74] 20030817 32657602.87 33091591.89 0.00 0.00 0.00 0.00
[ 75] 20030917 18924330.68 19175164.98 0.00 0.00 0.00 0.00
[ 76] 20031017 3900056.07 4044756.42 0.00 0.00 0.00 0.00
[ 77] 20031117 814396.29 937223.82 0.00 0.00 0.00 0.00
[ 78] 20031217 9892986.46 10011246.59 0.00 0.00 0.00 0.00
[ 79] 20040117 815744.88 878521.83 0.00 0.00 0.00 0.00
</TABLE>
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 70
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
Printed on 07/01/97 Page 3
Time Created: 07/01/97 16:54:57
>> Balloon: 100% extended for 0 Mos.
********* BOND: AMRESCO FPRICING A1
<TABLE>
<CAPTION>
Month PayDate Ending Interest Coupon Amortization Prepay
Balance Principal Principal
<S> <C> <C> <C> <C> <C>
[ 80] 20040217 5518627.89 58201.99 6.730000 4859140.83 0.00
[ 81] 20040317 4686562.48 30950.30 6.730000 832065.41 0.00
[ 82] 20040417 3860337.37 26283.80 6.730000 826225.11 0.00
[ 83] 20040517 694429.61 21650.06 6.730000 3165907.76 0.00
[ 84] 20040617 139365.67 3894.59 6.730000 555063.94 0.00
[ 85] 20040717 0.00 781.61 6.730000 139365.67 0.00
<CAPTION>
Month PayDate Principal Total Gross Total Prepay Prepay Prepay
Cash Cash Penalty Penalty YM Penalty %
<S> <C> <C> <C> <C> <C> <C>
[ 80] 20040217 4859140.83 4917342.82 0.00 0.00 0.00 0.00
[ 81] 20040317 832065.41 863015.72 0.00 0.00 0.00 0.00
[ 82] 20040417 826225.11 852508.92 0.00 0.00 0.00 0.00
[ 83] 20040517 3165907.76 3187557.82 0.00 0.00 0.00 0.00
[ 84] 20040617 555063.94 558958.53 0.00 0.00 0.00 0.00
[ 85] 20040717 139365.67 140147.28 0.00 0.00 0.00 0.00
</TABLE>
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 71
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
Printed on 07/01/97 Page 4
Time Created: 07/01/97 16:54:57
>> Balloon: 100% extended for 0 Mos.
********* BOND: AMRESCO FPRICING A2
<TABLE>
<CAPTION>
Month PayDate Ending Interest Coupon Amortization Prepay
Balance Principal Principal
<S> <C> <C> <C> <C> <C>
[ 0] 19970617 40000000.00
[ 1] 19970717 40000000.00 239333.33 7.180000 0.00 0.00
[ 2] 19970817 40000000.00 239333.33 7.180000 0.00 0.00
[ 3] 19970917 40000000.00 239333.33 7.180000 0.00 0.00
[ 4] 19971017 40000000.00 239333.33 7.180000 0.00 0.00
[ 5] 19971117 40000000.00 239333.33 7.180000 0.00 0.00
[ 6] 19971217 40000000.00 239333.33 7.180000 0.00 0.00
[ 7] 19980117 40000000.00 239333.33 7.180000 0.00 0.00
[ 8] 19980217 40000000.00 239333.33 7.180000 0.00 0.00
[ 9] 19980317 40000000.00 239333.33 7.180000 0.00 0.00
[ 10] 19980417 40000000.00 239333.33 7.180000 0.00 0.00
[ 11] 19980517 40000000.00 239333.33 7.180000 0.00 0.00
[ 12] 19980617 40000000.00 239333.33 7.180000 0.00 0.00
[ 13] 19980717 40000000.00 239333.33 7.180000 0.00 0.00
[ 14] 19980817 40000000.00 239333.33 7.180000 0.00 0.00
[ 15] 19980917 40000000.00 239333.33 7.180000 0.00 0.00
[ 16] 19981017 40000000.00 239333.33 7.180000 0.00 0.00
[ 17] 19981117 40000000.00 239333.33 7.180000 0.00 0.00
[ 18] 19981217 40000000.00 239333.33 7.180000 0.00 0.00
[ 19] 19990117 40000000.00 239333.33 7.180000 0.00 0.00
[ 20] 19990217 40000000.00 239333.33 7.180000 0.00 0.00
[ 21] 19990317 40000000.00 239333.33 7.180000 0.00 0.00
[ 22] 19990417 40000000.00 239333.33 7.180000 0.00 0.00
[ 23] 19990517 40000000.00 239333.33 7.180000 0.00 0.00
[ 24] 19990617 40000000.00 239333.33 7.180000 0.00 0.00
[ 25] 19990717 40000000.00 239333.33 7.180000 0.00 0.00
[ 26] 19990817 40000000.00 239333.33 7.180000 0.00 0.00
[ 27] 19990917 40000000.00 239333.33 7.180000 0.00 0.00
[ 28] 19991017 40000000.00 239333.33 7.180000 0.00 0.00
[ 29] 19991117 40000000.00 239333.33 7.180000 0.00 0.00
[ 30] 19991217 40000000.00 239333.33 7.180000 0.00 0.00
[ 31] 20000117 40000000.00 239333.33 7.180000 0.00 0.00
[ 32] 20000217 40000000.00 239333.33 7.180000 0.00 0.00
[ 33] 20000317 40000000.00 239333.33 7.180000 0.00 0.00
[ 34] 20000417 40000000.00 239333.33 7.180000 0.00 0.00
[ 35] 20000517 40000000.00 239333.33 7.180000 0.00 0.00
[ 36] 20000617 40000000.00 239333.33 7.180000 0.00 0.00
[ 37] 20000717 40000000.00 239333.33 7.180000 0.00 0.00
[ 38] 20000817 40000000.00 239333.33 7.180000 0.00 0.00
[ 39] 20000917 40000000.00 239333.33 7.180000 0.00 0.00
<CAPTION>
Month PayDate Principal Total Gross Total Prepay Prepay Prepay
Cash Cash Penalty Penalty YM Penalty %
<S> <C> <C> <C> <C> <C> <C>
[ 0] 19970617
[ 1] 19970717 0.00 239333.33 0.00 0.00 0.00 0.00
[ 2] 19970817 0.00 239333.33 0.00 0.00 0.00 0.00
[ 3] 19970917 0.00 239333.33 0.00 0.00 0.00 0.00
[ 4] 19971017 0.00 239333.33 0.00 0.00 0.00 0.00
[ 5] 19971117 0.00 239333.33 0.00 0.00 0.00 0.00
[ 6] 19971217 0.00 239333.33 0.00 0.00 0.00 0.00
[ 7] 19980117 0.00 239333.33 0.00 0.00 0.00 0.00
[ 8] 19980217 0.00 239333.33 0.00 0.00 0.00 0.00
[ 9] 19980317 0.00 239333.33 0.00 0.00 0.00 0.00
[ 10] 19980417 0.00 239333.33 0.00 0.00 0.00 0.00
[ 11] 19980517 0.00 239333.33 0.00 0.00 0.00 0.00
[ 12] 19980617 0.00 239333.33 0.00 0.00 0.00 0.00
[ 13] 19980717 0.00 239333.33 0.00 0.00 0.00 0.00
[ 14] 19980817 0.00 239333.33 0.00 0.00 0.00 0.00
[ 15] 19980917 0.00 239333.33 0.00 0.00 0.00 0.00
[ 16] 19981017 0.00 239333.33 0.00 0.00 0.00 0.00
[ 17] 19981117 0.00 239333.33 0.00 0.00 0.00 0.00
[ 18] 19981217 0.00 239333.33 0.00 0.00 0.00 0.00
[ 19] 19990117 0.00 239333.33 0.00 0.00 0.00 0.00
[ 20] 19990217 0.00 239333.33 0.00 0.00 0.00 0.00
[ 21] 19990317 0.00 239333.33 0.00 0.00 0.00 0.00
[ 22] 19990417 0.00 239333.33 0.00 0.00 0.00 0.00
[ 23] 19990517 0.00 239333.33 0.00 0.00 0.00 0.00
[ 24] 19990617 0.00 239333.33 0.00 0.00 0.00 0.00
[ 25] 19990717 0.00 239333.33 0.00 0.00 0.00 0.00
[ 26] 19990817 0.00 239333.33 0.00 0.00 0.00 0.00
[ 27] 19990917 0.00 239333.33 0.00 0.00 0.00 0.00
[ 28] 19991017 0.00 239333.33 0.00 0.00 0.00 0.00
[ 29] 19991117 0.00 239333.33 0.00 0.00 0.00 0.00
[ 30] 19991217 0.00 239333.33 0.00 0.00 0.00 0.00
[ 31] 20000117 0.00 239333.33 0.00 0.00 0.00 0.00
[ 32] 20000217 0.00 239333.33 0.00 0.00 0.00 0.00
[ 33] 20000317 0.00 239333.33 0.00 0.00 0.00 0.00
[ 34] 20000417 0.00 239333.33 0.00 0.00 0.00 0.00
[ 35] 20000517 0.00 239333.33 0.00 0.00 0.00 0.00
[ 36] 20000617 0.00 239333.33 0.00 0.00 0.00 0.00
[ 37] 20000717 0.00 239333.33 0.00 0.00 0.00 0.00
[ 38] 20000817 0.00 239333.33 0.00 0.00 0.00 0.00
[ 39] 20000917 0.00 239333.33 0.00 0.00 0.00 0.00
</TABLE>
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 72
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
Printed on 07/01/97 Page 5
Time Created: 07/01/97 16:54:57
>> Balloon: 100% extended for 0 Mos.
********* BOND: AMRESCO FPRICING A2
<TABLE>
<CAPTION>
Month PayDate Ending Interest Coupon Amortization Prepay
Balance Principal Principal
<S> <C> <C> <C> <C> <C>
[ 40] 20001017 40000000.00 239333.33 7.180000 0.00 0.00
[ 41] 20001117 40000000.00 239333.33 7.180000 0.00 0.00
[ 42] 20001217 40000000.00 239333.33 7.180000 0.00 0.00
[ 43] 20010117 40000000.00 239333.33 7.180000 0.00 0.00
[ 44] 20010217 40000000.00 239333.33 7.180000 0.00 0.00
[ 45] 20010317 40000000.00 239333.33 7.180000 0.00 0.00
[ 46] 20010417 40000000.00 239333.33 7.180000 0.00 0.00
[ 47] 20010517 40000000.00 239333.33 7.180000 0.00 0.00
[ 48] 20010617 40000000.00 239333.33 7.180000 0.00 0.00
[ 49] 20010717 40000000.00 239333.33 7.180000 0.00 0.00
[ 50] 20010817 40000000.00 239333.33 7.180000 0.00 0.00
[ 51] 20010917 40000000.00 239333.33 7.180000 0.00 0.00
[ 52] 20011017 40000000.00 239333.33 7.180000 0.00 0.00
[ 53] 20011117 40000000.00 239333.33 7.180000 0.00 0.00
[ 54] 20011217 40000000.00 239333.33 7.180000 0.00 0.00
[ 55] 20020117 40000000.00 239333.33 7.180000 0.00 0.00
[ 56] 20020217 40000000.00 239333.33 7.180000 0.00 0.00
[ 57] 20020317 40000000.00 239333.33 7.180000 0.00 0.00
[ 58] 20020417 40000000.00 239333.33 7.180000 0.00 0.00
[ 59] 20020517 40000000.00 239333.33 7.180000 0.00 0.00
[ 60] 20020617 40000000.00 239333.33 7.180000 0.00 0.00
[ 61] 20020717 40000000.00 239333.33 7.180000 0.00 0.00
[ 62] 20020817 40000000.00 239333.33 7.180000 0.00 0.00
[ 63] 20020917 40000000.00 239333.33 7.180000 0.00 0.00
[ 64] 20021017 40000000.00 239333.33 7.180000 0.00 0.00
[ 65] 20021117 40000000.00 239333.33 7.180000 0.00 0.00
[ 66] 20021217 40000000.00 239333.33 7.180000 0.00 0.00
[ 67] 20030117 40000000.00 239333.33 7.180000 0.00 0.00
[ 68] 20030217 40000000.00 239333.33 7.180000 0.00 0.00
[ 69] 20030317 40000000.00 239333.33 7.180000 0.00 0.00
[ 70] 20030417 40000000.00 239333.33 7.180000 0.00 0.00
[ 71] 20030517 40000000.00 239333.33 7.180000 0.00 0.00
[ 72] 20030617 40000000.00 239333.33 7.180000 0.00 0.00
[ 73] 20030717 40000000.00 239333.33 7.180000 0.00 0.00
[ 74] 20030817 40000000.00 239333.33 7.180000 0.00 0.00
[ 75] 20030917 40000000.00 239333.33 7.180000 0.00 0.00
[ 76] 20031017 40000000.00 239333.33 7.180000 0.00 0.00
[ 77] 20031117 40000000.00 239333.33 7.180000 0.00 0.00
[ 78] 20031217 40000000.00 239333.33 7.180000 0.00 0.00
[ 79] 20040117 40000000.00 239333.33 7.180000 0.00 0.00
<CAPTION>
Month PayDate Principal Total Gross Total Prepay Prepay Prepay
Cash Cash Penalty Penalty YM Penalty %
<S> <C> <C> <C> <C> <C> <C>
[ 40] 20001017 0.00 239333.33 0.00 0.00 0.00 0.00
[ 41] 20001117 0.00 239333.33 0.00 0.00 0.00 0.00
[ 42] 20001217 0.00 239333.33 0.00 0.00 0.00 0.00
[ 43] 20010117 0.00 239333.33 0.00 0.00 0.00 0.00
[ 44] 20010217 0.00 239333.33 0.00 0.00 0.00 0.00
[ 45] 20010317 0.00 239333.33 0.00 0.00 0.00 0.00
[ 46] 20010417 0.00 239333.33 0.00 0.00 0.00 0.00
[ 47] 20010517 0.00 239333.33 0.00 0.00 0.00 0.00
[ 48] 20010617 0.00 239333.33 0.00 0.00 0.00 0.00
[ 49] 20010717 0.00 239333.33 0.00 0.00 0.00 0.00
[ 50] 20010817 0.00 239333.33 0.00 0.00 0.00 0.00
[ 51] 20010917 0.00 239333.33 0.00 0.00 0.00 0.00
[ 52] 20011017 0.00 239333.33 0.00 0.00 0.00 0.00
[ 53] 20011117 0.00 239333.33 0.00 0.00 0.00 0.00
[ 54] 20011217 0.00 239333.33 0.00 0.00 0.00 0.00
[ 55] 20020117 0.00 239333.33 0.00 0.00 0.00 0.00
[ 56] 20020217 0.00 239333.33 0.00 0.00 0.00 0.00
[ 57] 20020317 0.00 239333.33 0.00 0.00 0.00 0.00
[ 58] 20020417 0.00 239333.33 0.00 0.00 0.00 0.00
[ 59] 20020517 0.00 239333.33 0.00 0.00 0.00 0.00
[ 60] 20020617 0.00 239333.33 0.00 0.00 0.00 0.00
[ 61] 20020717 0.00 239333.33 0.00 0.00 0.00 0.00
[ 62] 20020817 0.00 239333.33 0.00 0.00 0.00 0.00
[ 63] 20020917 0.00 239333.33 0.00 0.00 0.00 0.00
[ 64] 20021017 0.00 239333.33 0.00 0.00 0.00 0.00
[ 65] 20021117 0.00 239333.33 0.00 0.00 0.00 0.00
[ 66] 20021217 0.00 239333.33 0.00 0.00 0.00 0.00
[ 67] 20030117 0.00 239333.33 0.00 0.00 0.00 0.00
[ 68] 20030217 0.00 239333.33 0.00 0.00 0.00 0.00
[ 69] 20030317 0.00 239333.33 0.00 0.00 0.00 0.00
[ 70] 20030417 0.00 239333.33 0.00 0.00 0.00 0.00
[ 71] 20030517 0.00 239333.33 0.00 0.00 0.00 0.00
[ 72] 20030617 0.00 239333.33 0.00 0.00 0.00 0.00
[ 73] 20030717 0.00 239333.33 0.00 0.00 0.00 0.00
[ 74] 20030817 0.00 239333.33 0.00 0.00 0.00 0.00
[ 75] 20030917 0.00 239333.33 0.00 0.00 0.00 0.00
[ 76] 20031017 0.00 239333.33 0.00 0.00 0.00 0.00
[ 77] 20031117 0.00 239333.33 0.00 0.00 0.00 0.00
[ 78] 20031217 0.00 239333.33 0.00 0.00 0.00 0.00
[ 79] 20040117 0.00 239333.33 0.00 0.00 0.00 0.00
</TABLE>
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 73
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
Printed on 07/01/97 Page 6
Time Created: 07/01/97 16:54:57
>> Balloon: 100% extended for 0 Mos.
********* BOND: AMRESCO FPRICING A2
<TABLE>
<CAPTION>
Month PayDate Ending Interest Coupon Amortization Prepay
Balance Principal Principal
<S> <C> <C> <C> <C> <C>
[ 80] 20040217 40000000.00 239333.33 7.180000 0.00 0.00
[ 81] 20040317 40000000.00 239333.33 7.180000 0.00 0.00
[ 82] 20040417 40000000.00 239333.33 7.180000 0.00 0.00
[ 83] 20040517 40000000.00 239333.33 7.180000 0.00 0.00
[ 84] 20040617 40000000.00 239333.33 7.180000 0.00 0.00
[ 85] 20040717 39574309.91 239333.33 7.180000 425690.09 0.00
[ 86] 20040817 39011014.03 236786.29 7.180000 563295.88 0.00
[ 87] 20040917 38443579.17 233415.90 7.180000 567434.86 0.00
[ 88] 20041017 37866082.58 230020.75 7.180000 577496.58 0.00
[ 89] 20041117 37290233.08 226565.39 7.180000 575849.50 0.00
[ 90] 20041217 36704274.76 223119.89 7.180000 585958.32 0.00
[ 91] 20050117 36119886.34 219613.91 7.180000 584388.42 0.00
[ 92] 20050217 35531203.61 216117.32 7.180000 588682.73 0.00
[ 93] 20050317 34920628.77 212595.03 7.180000 610574.84 0.00
[ 94] 20050417 34323128.07 208941.76 7.180000 597500.70 0.00
[ 95] 20050517 33715399.41 205366.72 7.180000 607728.66 0.00
[ 96] 20050617 33109039.96 201730.47 7.180000 606359.44 0.00
[ 97] 20050717 32492403.01 198102.42 7.180000 616636.95 0.00
[ 98] 20050817 31877053.98 194412.88 7.180000 615349.04 0.00
[ 99] 20050917 31257182.59 190731.04 7.180000 619871.39 0.00
[100] 20051017 30626957.45 187022.14 7.180000 630225.14 0.00
[101] 20051117 29997896.89 183251.30 7.180000 629060.57 0.00
[102] 20051217 29358431.16 179487.42 7.180000 639465.73 0.00
[103] 20060117 28720045.67 175661.28 7.180000 638385.49 0.00
[104] 20060217 28076968.16 171841.61 7.180000 643077.51 0.00
[105] 20060317 26121323.60 167993.86 7.180000 1955644.56 0.00
[106] 20060417 18008114.11 156292.59 7.180000 8113209.49 0.00
[107] 20060517 14070410.23 107748.55 7.180000 3937703.88 0.00
[108] 20060617 13429860.99 84187.95 7.180000 640549.25 0.00
[109] 20060717 4546772.89 80355.33 7.180000 8883088.10 0.00
[110] 20060817 1091027.70 27204.86 7.180000 3455745.19 0.00
[111] 20060917 0.00 6527.98 7.180000 1091027.70 0.00
<CAPTION>
Month PayDate Principal Total Gross Total Prepay Prepay Prepay
Cash Cash Penalty Penalty YM Penalty %
<S> <C> <C> <C> <C> <C> <C>
[ 80] 20040217 0.00 239333.33 0.00 0.00 0.00 0.00
[ 81] 20040317 0.00 239333.33 0.00 0.00 0.00 0.00
[ 82] 20040417 0.00 239333.33 0.00 0.00 0.00 0.00
[ 83] 20040517 0.00 239333.33 0.00 0.00 0.00 0.00
[ 84] 20040617 0.00 239333.33 0.00 0.00 0.00 0.00
[ 85] 20040717 425690.09 665023.42 0.00 0.00 0.00 0.00
[ 86] 20040817 563295.88 800082.17 0.00 0.00 0.00 0.00
[ 87] 20040917 567434.86 800850.76 0.00 0.00 0.00 0.00
[ 88] 20041017 577496.58 807517.33 0.00 0.00 0.00 0.00
[ 89] 20041117 575849.50 802414.90 0.00 0.00 0.00 0.00
[ 90] 20041217 585958.32 809078.21 0.00 0.00 0.00 0.00
[ 91] 20050117 584388.42 804002.33 0.00 0.00 0.00 0.00
[ 92] 20050217 588682.73 804800.05 0.00 0.00 0.00 0.00
[ 93] 20050317 610574.84 823169.87 0.00 0.00 0.00 0.00
[ 94] 20050417 597500.70 806442.47 0.00 0.00 0.00 0.00
[ 95] 20050517 607728.66 813095.38 0.00 0.00 0.00 0.00
[ 96] 20050617 606359.44 808089.92 0.00 0.00 0.00 0.00
[ 97] 20050717 616636.95 814739.37 0.00 0.00 0.00 0.00
[ 98] 20050817 615349.04 809761.91 0.00 0.00 0.00 0.00
[ 99] 20050917 619871.39 810602.43 0.00 0.00 0.00 0.00
[100] 20051017 630225.14 817247.28 0.00 0.00 0.00 0.00
[101] 20051117 629060.57 812311.86 0.00 0.00 0.00 0.00
[102] 20051217 639465.73 818953.14 0.00 0.00 0.00 0.00
[103] 20060117 638385.49 814046.77 0.00 0.00 0.00 0.00
[104] 20060217 643077.51 814919.12 0.00 0.00 0.00 0.00
[105] 20060317 1955644.56 2123638.42 0.00 0.00 0.00 0.00
[106] 20060417 8113209.49 8269502.08 0.00 0.00 0.00 0.00
[107] 20060517 3937703.88 4045452.43 0.00 0.00 0.00 0.00
[108] 20060617 640549.25 724737.20 0.00 0.00 0.00 0.00
[109] 20060717 8883088.10 8963443.43 0.00 0.00 0.00 0.00
[110] 20060817 3455745.19 3482950.05 0.00 0.00 0.00 0.00
[111] 20060917 1091027.70 1097555.68 0.00 0.00 0.00 0.00
</TABLE>
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 74
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
Printed on 07/01/97 Page 7
Time Created: 07/01/97 16:54:57
>> Balloon: 100% extended for 0 Mos.
********* BOND: AMRESCO FPRICING A3
<TABLE>
<CAPTION>
Month PayDate Ending Interest Coupon Amortization Prepay
Balance Principal Principal
<S> <C> <C> <C> <C> <C>
[ 0] 19970617 141558000.00
[ 1] 19970717 141558000.00 848168.35 7.190000 0.00 0.00
[ 2] 19970817 141558000.00 848168.35 7.190000 0.00 0.00
[ 3] 19970917 141558000.00 848168.35 7.190000 0.00 0.00
[ 4] 19971017 141558000.00 848168.35 7.190000 0.00 0.00
[ 5] 19971117 141558000.00 848168.35 7.190000 0.00 0.00
[ 6] 19971217 141558000.00 848168.35 7.190000 0.00 0.00
[ 7] 19980117 141558000.00 848168.35 7.190000 0.00 0.00
[ 8] 19980217 141558000.00 848168.35 7.190000 0.00 0.00
[ 9] 19980317 141558000.00 848168.35 7.190000 0.00 0.00
[ 10] 19980417 141558000.00 848168.35 7.190000 0.00 0.00
[ 11] 19980517 141558000.00 848168.35 7.190000 0.00 0.00
[ 12] 19980617 141558000.00 848168.35 7.190000 0.00 0.00
[ 13] 19980717 141558000.00 848168.35 7.190000 0.00 0.00
[ 14] 19980817 141558000.00 848168.35 7.190000 0.00 0.00
[ 15] 19980917 141558000.00 848168.35 7.190000 0.00 0.00
[ 16] 19981017 141558000.00 848168.35 7.190000 0.00 0.00
[ 17] 19981117 141558000.00 848168.35 7.190000 0.00 0.00
[ 18] 19981217 141558000.00 848168.35 7.190000 0.00 0.00
[ 19] 19990117 141558000.00 848168.35 7.190000 0.00 0.00
[ 20] 19990217 141558000.00 848168.35 7.190000 0.00 0.00
[ 21] 19990317 141558000.00 848168.35 7.190000 0.00 0.00
[ 22] 19990417 141558000.00 848168.35 7.190000 0.00 0.00
[ 23] 19990517 141558000.00 848168.35 7.190000 0.00 0.00
[ 24] 19990617 141558000.00 848168.35 7.190000 0.00 0.00
[ 25] 19990717 141558000.00 848168.35 7.190000 0.00 0.00
[ 26] 19990817 141558000.00 848168.35 7.190000 0.00 0.00
[ 27] 19990917 141558000.00 848168.35 7.190000 0.00 0.00
[ 28] 19991017 141558000.00 848168.35 7.190000 0.00 0.00
[ 29] 19991117 141558000.00 848168.35 7.190000 0.00 0.00
[ 30] 19991217 141558000.00 848168.35 7.190000 0.00 0.00
[ 31] 20000117 141558000.00 848168.35 7.190000 0.00 0.00
[ 32] 20000217 141558000.00 848168.35 7.190000 0.00 0.00
[ 33] 20000317 141558000.00 848168.35 7.190000 0.00 0.00
[ 34] 20000417 141558000.00 848168.35 7.190000 0.00 0.00
[ 35] 20000517 141558000.00 848168.35 7.190000 0.00 0.00
[ 36] 20000617 141558000.00 848168.35 7.190000 0.00 0.00
[ 37] 20000717 141558000.00 848168.35 7.190000 0.00 0.00
[ 38] 20000817 141558000.00 848168.35 7.190000 0.00 0.00
[ 39] 20000917 141558000.00 848168.35 7.190000 0.00 0.00
<CAPTION>
Month PayDate Principal Total Gross Total Prepay Prepay Prepay
Cash Cash Penalty Penalty YM Penalty %
<S> <C> <C> <C> <C> <C> <C>
[ 0] 19970617
[ 1] 19970717 0.00 848168.35 0.00 0.00 0.00 0.00
[ 2] 19970817 0.00 848168.35 0.00 0.00 0.00 0.00
[ 3] 19970917 0.00 848168.35 0.00 0.00 0.00 0.00
[ 4] 19971017 0.00 848168.35 0.00 0.00 0.00 0.00
[ 5] 19971117 0.00 848168.35 0.00 0.00 0.00 0.00
[ 6] 19971217 0.00 848168.35 0.00 0.00 0.00 0.00
[ 7] 19980117 0.00 848168.35 0.00 0.00 0.00 0.00
[ 8] 19980217 0.00 848168.35 0.00 0.00 0.00 0.00
[ 9] 19980317 0.00 848168.35 0.00 0.00 0.00 0.00
[ 10] 19980417 0.00 848168.35 0.00 0.00 0.00 0.00
[ 11] 19980517 0.00 848168.35 0.00 0.00 0.00 0.00
[ 12] 19980617 0.00 848168.35 0.00 0.00 0.00 0.00
[ 13] 19980717 0.00 848168.35 0.00 0.00 0.00 0.00
[ 14] 19980817 0.00 848168.35 0.00 0.00 0.00 0.00
[ 15] 19980917 0.00 848168.35 0.00 0.00 0.00 0.00
[ 16] 19981017 0.00 848168.35 0.00 0.00 0.00 0.00
[ 17] 19981117 0.00 848168.35 0.00 0.00 0.00 0.00
[ 18] 19981217 0.00 848168.35 0.00 0.00 0.00 0.00
[ 19] 19990117 0.00 848168.35 0.00 0.00 0.00 0.00
[ 20] 19990217 0.00 848168.35 0.00 0.00 0.00 0.00
[ 21] 19990317 0.00 848168.35 0.00 0.00 0.00 0.00
[ 22] 19990417 0.00 848168.35 0.00 0.00 0.00 0.00
[ 23] 19990517 0.00 848168.35 0.00 0.00 0.00 0.00
[ 24] 19990617 0.00 848168.35 0.00 0.00 0.00 0.00
[ 25] 19990717 0.00 848168.35 0.00 0.00 0.00 0.00
[ 26] 19990817 0.00 848168.35 0.00 0.00 0.00 0.00
[ 27] 19990917 0.00 848168.35 0.00 0.00 0.00 0.00
[ 28] 19991017 0.00 848168.35 0.00 0.00 0.00 0.00
[ 29] 19991117 0.00 848168.35 0.00 0.00 0.00 0.00
[ 30] 19991217 0.00 848168.35 0.00 0.00 0.00 0.00
[ 31] 20000117 0.00 848168.35 0.00 0.00 0.00 0.00
[ 32] 20000217 0.00 848168.35 0.00 0.00 0.00 0.00
[ 33] 20000317 0.00 848168.35 0.00 0.00 0.00 0.00
[ 34] 20000417 0.00 848168.35 0.00 0.00 0.00 0.00
[ 35] 20000517 0.00 848168.35 0.00 0.00 0.00 0.00
[ 36] 20000617 0.00 848168.35 0.00 0.00 0.00 0.00
[ 37] 20000717 0.00 848168.35 0.00 0.00 0.00 0.00
[ 38] 20000817 0.00 848168.35 0.00 0.00 0.00 0.00
[ 39] 20000917 0.00 848168.35 0.00 0.00 0.00 0.00
</TABLE>
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 75
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
Printed on 07/01/97 Page 8
Time Created: 07/01/97 16:54:57
>> Balloon: 100% extended for 0 Mos.
********* BOND: AMRESCO FPRICING A3
<TABLE>
<CAPTION>
Month PayDate Ending Interest Coupon Amortization Prepay
Balance Principal Principal
<S> <C> <C> <C> <C> <C>
[ 40] 20001017 141558000.00 848168.35 7.190000 0.00 0.00
[ 41] 20001117 141558000.00 848168.35 7.190000 0.00 0.00
[ 42] 20001217 141558000.00 848168.35 7.190000 0.00 0.00
[ 43] 20010117 141558000.00 848168.35 7.190000 0.00 0.00
[ 44] 20010217 141558000.00 848168.35 7.190000 0.00 0.00
[ 45] 20010317 141558000.00 848168.35 7.190000 0.00 0.00
[ 46] 20010417 141558000.00 848168.35 7.190000 0.00 0.00
[ 47] 20010517 141558000.00 848168.35 7.190000 0.00 0.00
[ 48] 20010617 141558000.00 848168.35 7.190000 0.00 0.00
[ 49] 20010717 141558000.00 848168.35 7.190000 0.00 0.00
[ 50] 20010817 141558000.00 848168.35 7.190000 0.00 0.00
[ 51] 20010917 141558000.00 848168.35 7.190000 0.00 0.00
[ 52] 20011017 141558000.00 848168.35 7.190000 0.00 0.00
[ 53] 20011117 141558000.00 848168.35 7.190000 0.00 0.00
[ 54] 20011217 141558000.00 848168.35 7.190000 0.00 0.00
[ 55] 20020117 141558000.00 848168.35 7.190000 0.00 0.00
[ 56] 20020217 141558000.00 848168.35 7.190000 0.00 0.00
[ 57] 20020317 141558000.00 848168.35 7.190000 0.00 0.00
[ 58] 20020417 141558000.00 848168.35 7.190000 0.00 0.00
[ 59] 20020517 141558000.00 848168.35 7.190000 0.00 0.00
[ 60] 20020617 141558000.00 848168.35 7.190000 0.00 0.00
[ 61] 20020717 141558000.00 848168.35 7.190000 0.00 0.00
[ 62] 20020817 141558000.00 848168.35 7.190000 0.00 0.00
[ 63] 20020917 141558000.00 848168.35 7.190000 0.00 0.00
[ 64] 20021017 141558000.00 848168.35 7.190000 0.00 0.00
[ 65] 20021117 141558000.00 848168.35 7.190000 0.00 0.00
[ 66] 20021217 141558000.00 848168.35 7.190000 0.00 0.00
[ 67] 20030117 141558000.00 848168.35 7.190000 0.00 0.00
[ 68] 20030217 141558000.00 848168.35 7.190000 0.00 0.00
[ 69] 20030317 141558000.00 848168.35 7.190000 0.00 0.00
[ 70] 20030417 141558000.00 848168.35 7.190000 0.00 0.00
[ 71] 20030517 141558000.00 848168.35 7.190000 0.00 0.00
[ 72] 20030617 141558000.00 848168.35 7.190000 0.00 0.00
[ 73] 20030717 141558000.00 848168.35 7.190000 0.00 0.00
[ 74] 20030817 141558000.00 848168.35 7.190000 0.00 0.00
[ 75] 20030917 141558000.00 848168.35 7.190000 0.00 0.00
[ 76] 20031017 141558000.00 848168.35 7.190000 0.00 0.00
[ 77] 20031117 141558000.00 848168.35 7.190000 0.00 0.00
[ 78] 20031217 141558000.00 848168.35 7.190000 0.00 0.00
[ 79] 20040117 141558000.00 848168.35 7.190000 0.00 0.00
<CAPTION>
Month PayDate Principal Total Gross Total Prepay Prepay Prepay
Cash Cash Penalty Penalty YM Penalty %
<S> <C> <C> <C> <C> <C> <C>
[ 40] 20001017 0.00 848168.35 0.00 0.00 0.00 0.00
[ 41] 20001117 0.00 848168.35 0.00 0.00 0.00 0.00
[ 42] 20001217 0.00 848168.35 0.00 0.00 0.00 0.00
[ 43] 20010117 0.00 848168.35 0.00 0.00 0.00 0.00
[ 44] 20010217 0.00 848168.35 0.00 0.00 0.00 0.00
[ 45] 20010317 0.00 848168.35 0.00 0.00 0.00 0.00
[ 46] 20010417 0.00 848168.35 0.00 0.00 0.00 0.00
[ 47] 20010517 0.00 848168.35 0.00 0.00 0.00 0.00
[ 48] 20010617 0.00 848168.35 0.00 0.00 0.00 0.00
[ 49] 20010717 0.00 848168.35 0.00 0.00 0.00 0.00
[ 50] 20010817 0.00 848168.35 0.00 0.00 0.00 0.00
[ 51] 20010917 0.00 848168.35 0.00 0.00 0.00 0.00
[ 52] 20011017 0.00 848168.35 0.00 0.00 0.00 0.00
[ 53] 20011117 0.00 848168.35 0.00 0.00 0.00 0.00
[ 54] 20011217 0.00 848168.35 0.00 0.00 0.00 0.00
[ 55] 20020117 0.00 848168.35 0.00 0.00 0.00 0.00
[ 56] 20020217 0.00 848168.35 0.00 0.00 0.00 0.00
[ 57] 20020317 0.00 848168.35 0.00 0.00 0.00 0.00
[ 58] 20020417 0.00 848168.35 0.00 0.00 0.00 0.00
[ 59] 20020517 0.00 848168.35 0.00 0.00 0.00 0.00
[ 60] 20020617 0.00 848168.35 0.00 0.00 0.00 0.00
[ 61] 20020717 0.00 848168.35 0.00 0.00 0.00 0.00
[ 62] 20020817 0.00 848168.35 0.00 0.00 0.00 0.00
[ 63] 20020917 0.00 848168.35 0.00 0.00 0.00 0.00
[ 64] 20021017 0.00 848168.35 0.00 0.00 0.00 0.00
[ 65] 20021117 0.00 848168.35 0.00 0.00 0.00 0.00
[ 66] 20021217 0.00 848168.35 0.00 0.00 0.00 0.00
[ 67] 20030117 0.00 848168.35 0.00 0.00 0.00 0.00
[ 68] 20030217 0.00 848168.35 0.00 0.00 0.00 0.00
[ 69] 20030317 0.00 848168.35 0.00 0.00 0.00 0.00
[ 70] 20030417 0.00 848168.35 0.00 0.00 0.00 0.00
[ 71] 20030517 0.00 848168.35 0.00 0.00 0.00 0.00
[ 72] 20030617 0.00 848168.35 0.00 0.00 0.00 0.00
[ 73] 20030717 0.00 848168.35 0.00 0.00 0.00 0.00
[ 74] 20030817 0.00 848168.35 0.00 0.00 0.00 0.00
[ 75] 20030917 0.00 848168.35 0.00 0.00 0.00 0.00
[ 76] 20031017 0.00 848168.35 0.00 0.00 0.00 0.00
[ 77] 20031117 0.00 848168.35 0.00 0.00 0.00 0.00
[ 78] 20031217 0.00 848168.35 0.00 0.00 0.00 0.00
[ 79] 20040117 0.00 848168.35 0.00 0.00 0.00 0.00
</TABLE>
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 76
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
Printed on 07/01/97 Page 9
Time Created: 07/01/97 16:54:57
>> Balloon: 100% extended for 0 Mos.
********* BOND: AMRESCO FPRICING A3
<TABLE>
<CAPTION>
Month PayDate Ending Interest Coupon Amortization Prepay
Balance Principal Principal
<S> <C> <C> <C> <C> <C>
[ 80] 20040217 141558000.00 848168.35 7.190000 0.00 0.00
[ 81] 20040317 141558000.00 848168.35 7.190000 0.00 0.00
[ 82] 20040417 141558000.00 848168.35 7.190000 0.00 0.00
[ 83] 20040517 141558000.00 848168.35 7.190000 0.00 0.00
[ 84] 20040617 141558000.00 848168.35 7.190000 0.00 0.00
[ 85] 20040717 141558000.00 848168.35 7.190000 0.00 0.00
[ 86] 20040817 141558000.00 848168.35 7.190000 0.00 0.00
[ 87] 20040917 141558000.00 848168.35 7.190000 0.00 0.00
[ 88] 20041017 141558000.00 848168.35 7.190000 0.00 0.00
[ 89] 20041117 141558000.00 848168.35 7.190000 0.00 0.00
[ 90] 20041217 141558000.00 848168.35 7.190000 0.00 0.00
[ 91] 20050117 141558000.00 848168.35 7.190000 0.00 0.00
[ 92] 20050217 141558000.00 848168.35 7.190000 0.00 0.00
[ 93] 20050317 141558000.00 848168.35 7.190000 0.00 0.00
[ 94] 20050417 141558000.00 848168.35 7.190000 0.00 0.00
[ 95] 20050517 141558000.00 848168.35 7.190000 0.00 0.00
[ 96] 20050617 141558000.00 848168.35 7.190000 0.00 0.00
[ 97] 20050717 141558000.00 848168.35 7.190000 0.00 0.00
[ 98] 20050817 141558000.00 848168.35 7.190000 0.00 0.00
[ 99] 20050917 141558000.00 848168.35 7.190000 0.00 0.00
[100] 20051017 141558000.00 848168.35 7.190000 0.00 0.00
[101] 20051117 141558000.00 848168.35 7.190000 0.00 0.00
[102] 20051217 141558000.00 848168.35 7.190000 0.00 0.00
[103] 20060117 141558000.00 848168.35 7.190000 0.00 0.00
[104] 20060217 141558000.00 848168.35 7.190000 0.00 0.00
[105] 20060317 141558000.00 848168.35 7.190000 0.00 0.00
[106] 20060417 141558000.00 848168.35 7.190000 0.00 0.00
[107] 20060517 141558000.00 848168.35 7.190000 0.00 0.00
[108] 20060617 141558000.00 848168.35 7.190000 0.00 0.00
[109] 20060717 141558000.00 848168.35 7.190000 0.00 0.00
[110] 20060817 141558000.00 848168.35 7.190000 0.00 0.00
[111] 20060917 127841491.63 848168.35 7.190000 13716508.37 0.00
[112] 20061017 111281470.10 765983.60 7.190000 16560021.53 0.00
[113] 20061117 90547418.48 666761.48 7.190000 20734051.62 0.00
[114] 20061217 48586301.69 542529.95 7.190000 41961116.79 0.00
[115] 20070117 17256962.48 291112.92 7.190000 31329339.21 0.00
[116] 20070217 0.00 103397.97 7.190000 17256962.48 0.00
<CAPTION>
Month PayDate Principal Total Gross Total Prepay Prepay Prepay
Cash Cash Penalty Penalty YM Penalty %
<S> <C> <C> <C> <C> <C> <C>
[ 80] 20040217 0.00 848168.35 0.00 0.00 0.00 0.00
[ 81] 20040317 0.00 848168.35 0.00 0.00 0.00 0.00
[ 82] 20040417 0.00 848168.35 0.00 0.00 0.00 0.00
[ 83] 20040517 0.00 848168.35 0.00 0.00 0.00 0.00
[ 84] 20040617 0.00 848168.35 0.00 0.00 0.00 0.00
[ 85] 20040717 0.00 848168.35 0.00 0.00 0.00 0.00
[ 86] 20040817 0.00 848168.35 0.00 0.00 0.00 0.00
[ 87] 20040917 0.00 848168.35 0.00 0.00 0.00 0.00
[ 88] 20041017 0.00 848168.35 0.00 0.00 0.00 0.00
[ 89] 20041117 0.00 848168.35 0.00 0.00 0.00 0.00
[ 90] 20041217 0.00 848168.35 0.00 0.00 0.00 0.00
[ 91] 20050117 0.00 848168.35 0.00 0.00 0.00 0.00
[ 92] 20050217 0.00 848168.35 0.00 0.00 0.00 0.00
[ 93] 20050317 0.00 848168.35 0.00 0.00 0.00 0.00
[ 94] 20050417 0.00 848168.35 0.00 0.00 0.00 0.00
[ 95] 20050517 0.00 848168.35 0.00 0.00 0.00 0.00
[ 96] 20050617 0.00 848168.35 0.00 0.00 0.00 0.00
[ 97] 20050717 0.00 848168.35 0.00 0.00 0.00 0.00
[ 98] 20050817 0.00 848168.35 0.00 0.00 0.00 0.00
[ 99] 20050917 0.00 848168.35 0.00 0.00 0.00 0.00
[100] 20051017 0.00 848168.35 0.00 0.00 0.00 0.00
[101] 20051117 0.00 848168.35 0.00 0.00 0.00 0.00
[102] 20051217 0.00 848168.35 0.00 0.00 0.00 0.00
[103] 20060117 0.00 848168.35 0.00 0.00 0.00 0.00
[104] 20060217 0.00 848168.35 0.00 0.00 0.00 0.00
[105] 20060317 0.00 848168.35 0.00 0.00 0.00 0.00
[106] 20060417 0.00 848168.35 0.00 0.00 0.00 0.00
[107] 20060517 0.00 848168.35 0.00 0.00 0.00 0.00
[108] 20060617 0.00 848168.35 0.00 0.00 0.00 0.00
[109] 20060717 0.00 848168.35 0.00 0.00 0.00 0.00
[110] 20060817 0.00 848168.35 0.00 0.00 0.00 0.00
[111] 20060917 13716508.37 14564676.72 0.00 0.00 0.00 0.00
[112] 20061017 16560021.53 17326005.13 0.00 0.00 0.00 0.00
[113] 20061117 20734051.62 21400813.10 0.00 0.00 0.00 0.00
[114] 20061217 41961116.79 42503646.74 0.00 0.00 0.00 0.00
[115] 20070117 31329339.21 31620452.13 0.00 0.00 0.00 0.00
[116] 20070217 17256962.48 17360360.45 0.00 0.00 0.00 0.00
</TABLE>
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 77
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
Printed on 07/01/97 Page 10
Time Created: 07/01/97 16:54:57
>> Balloon: 100% extended for 0 Mos.
********* BOND: AMRESCO FPRICING B
<TABLE>
<CAPTION>
Month PayDate Ending Interest Coupon Amortization Prepay
Balance Principal Principal
<S> <C> <C> <C> <C> <C>
[ 0] 19970617 24004000.00
[ 1] 19970717 24004000.00 144824.13 7.240000 0.00 0.00
[ 2] 19970817 24004000.00 144824.13 7.240000 0.00 0.00
[ 3] 19970917 24004000.00 144824.13 7.240000 0.00 0.00
[ 4] 19971017 24004000.00 144824.13 7.240000 0.00 0.00
[ 5] 19971117 24004000.00 144824.13 7.240000 0.00 0.00
[ 6] 19971217 24004000.00 144824.13 7.240000 0.00 0.00
[ 7] 19980117 24004000.00 144824.13 7.240000 0.00 0.00
[ 8] 19980217 24004000.00 144824.13 7.240000 0.00 0.00
[ 9] 19980317 24004000.00 144824.13 7.240000 0.00 0.00
[ 10] 19980417 24004000.00 144824.13 7.240000 0.00 0.00
[ 11] 19980517 24004000.00 144824.13 7.240000 0.00 0.00
[ 12] 19980617 24004000.00 144824.13 7.240000 0.00 0.00
[ 13] 19980717 24004000.00 144824.13 7.240000 0.00 0.00
[ 14] 19980817 24004000.00 144824.13 7.240000 0.00 0.00
[ 15] 19980917 24004000.00 144824.13 7.240000 0.00 0.00
[ 16] 19981017 24004000.00 144824.13 7.240000 0.00 0.00
[ 17] 19981117 24004000.00 144824.13 7.240000 0.00 0.00
[ 18] 19981217 24004000.00 144824.13 7.240000 0.00 0.00
[ 19] 19990117 24004000.00 144824.13 7.240000 0.00 0.00
[ 20] 19990217 24004000.00 144824.13 7.240000 0.00 0.00
[ 21] 19990317 24004000.00 144824.13 7.240000 0.00 0.00
[ 22] 19990417 24004000.00 144824.13 7.240000 0.00 0.00
[ 23] 19990517 24004000.00 144824.13 7.240000 0.00 0.00
[ 24] 19990617 24004000.00 144824.13 7.240000 0.00 0.00
[ 25] 19990717 24004000.00 144824.13 7.240000 0.00 0.00
[ 26] 19990817 24004000.00 144824.13 7.240000 0.00 0.00
[ 27] 19990917 24004000.00 144824.13 7.240000 0.00 0.00
[ 28] 19991017 24004000.00 144824.13 7.240000 0.00 0.00
[ 29] 19991117 24004000.00 144824.13 7.240000 0.00 0.00
[ 30] 19991217 24004000.00 144824.13 7.240000 0.00 0.00
[ 31] 20000117 24004000.00 144824.13 7.240000 0.00 0.00
[ 32] 20000217 24004000.00 144824.13 7.240000 0.00 0.00
[ 33] 20000317 24004000.00 144824.13 7.240000 0.00 0.00
[ 34] 20000417 24004000.00 144824.13 7.240000 0.00 0.00
[ 35] 20000517 24004000.00 144824.13 7.240000 0.00 0.00
[ 36] 20000617 24004000.00 144824.13 7.240000 0.00 0.00
[ 37] 20000717 24004000.00 144824.13 7.240000 0.00 0.00
[ 38] 20000817 24004000.00 144824.13 7.240000 0.00 0.00
[ 39] 20000917 24004000.00 144824.13 7.240000 0.00 0.00
<CAPTION>
Month PayDate Principal Total Gross Total Prepay Prepay Prepay
Cash Cash Penalty Penalty YM Penalty %
<S> <C> <C> <C> <C> <C> <C>
[ 0] 19970617
[ 1] 19970717 0.00 144824.13 0.00 0.00 0.00 0.00
[ 2] 19970817 0.00 144824.13 0.00 0.00 0.00 0.00
[ 3] 19970917 0.00 144824.13 0.00 0.00 0.00 0.00
[ 4] 19971017 0.00 144824.13 0.00 0.00 0.00 0.00
[ 5] 19971117 0.00 144824.13 0.00 0.00 0.00 0.00
[ 6] 19971217 0.00 144824.13 0.00 0.00 0.00 0.00
[ 7] 19980117 0.00 144824.13 0.00 0.00 0.00 0.00
[ 8] 19980217 0.00 144824.13 0.00 0.00 0.00 0.00
[ 9] 19980317 0.00 144824.13 0.00 0.00 0.00 0.00
[ 10] 19980417 0.00 144824.13 0.00 0.00 0.00 0.00
[ 11] 19980517 0.00 144824.13 0.00 0.00 0.00 0.00
[ 12] 19980617 0.00 144824.13 0.00 0.00 0.00 0.00
[ 13] 19980717 0.00 144824.13 0.00 0.00 0.00 0.00
[ 14] 19980817 0.00 144824.13 0.00 0.00 0.00 0.00
[ 15] 19980917 0.00 144824.13 0.00 0.00 0.00 0.00
[ 16] 19981017 0.00 144824.13 0.00 0.00 0.00 0.00
[ 17] 19981117 0.00 144824.13 0.00 0.00 0.00 0.00
[ 18] 19981217 0.00 144824.13 0.00 0.00 0.00 0.00
[ 19] 19990117 0.00 144824.13 0.00 0.00 0.00 0.00
[ 20] 19990217 0.00 144824.13 0.00 0.00 0.00 0.00
[ 21] 19990317 0.00 144824.13 0.00 0.00 0.00 0.00
[ 22] 19990417 0.00 144824.13 0.00 0.00 0.00 0.00
[ 23] 19990517 0.00 144824.13 0.00 0.00 0.00 0.00
[ 24] 19990617 0.00 144824.13 0.00 0.00 0.00 0.00
[ 25] 19990717 0.00 144824.13 0.00 0.00 0.00 0.00
[ 26] 19990817 0.00 144824.13 0.00 0.00 0.00 0.00
[ 27] 19990917 0.00 144824.13 0.00 0.00 0.00 0.00
[ 28] 19991017 0.00 144824.13 0.00 0.00 0.00 0.00
[ 29] 19991117 0.00 144824.13 0.00 0.00 0.00 0.00
[ 30] 19991217 0.00 144824.13 0.00 0.00 0.00 0.00
[ 31] 20000117 0.00 144824.13 0.00 0.00 0.00 0.00
[ 32] 20000217 0.00 144824.13 0.00 0.00 0.00 0.00
[ 33] 20000317 0.00 144824.13 0.00 0.00 0.00 0.00
[ 34] 20000417 0.00 144824.13 0.00 0.00 0.00 0.00
[ 35] 20000517 0.00 144824.13 0.00 0.00 0.00 0.00
[ 36] 20000617 0.00 144824.13 0.00 0.00 0.00 0.00
[ 37] 20000717 0.00 144824.13 0.00 0.00 0.00 0.00
[ 38] 20000817 0.00 144824.13 0.00 0.00 0.00 0.00
[ 39] 20000917 0.00 144824.13 0.00 0.00 0.00 0.00
</TABLE>
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 78
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
Printed on 07/01/97 Page 11
Time Created: 07/01/97 16:54:57
>> Balloon: 100% extended for 0 Mos.
********* BOND: AMRESCO FPRICING B
<TABLE>
<CAPTION>
Month PayDate Ending Interest Coupon Amortization Prepay
Balance Principal Principal
<S> <C> <C> <C> <C> <C>
[ 40] 20001017 24004000.00 144824.13 7.240000 0.00 0.00
[ 41] 20001117 24004000.00 144824.13 7.240000 0.00 0.00
[ 42] 20001217 24004000.00 144824.13 7.240000 0.00 0.00
[ 43] 20010117 24004000.00 144824.13 7.240000 0.00 0.00
[ 44] 20010217 24004000.00 144824.13 7.240000 0.00 0.00
[ 45] 20010317 24004000.00 144824.13 7.240000 0.00 0.00
[ 46] 20010417 24004000.00 144824.13 7.240000 0.00 0.00
[ 47] 20010517 24004000.00 144824.13 7.240000 0.00 0.00
[ 48] 20010617 24004000.00 144824.13 7.240000 0.00 0.00
[ 49] 20010717 24004000.00 144824.13 7.240000 0.00 0.00
[ 50] 20010817 24004000.00 144824.13 7.240000 0.00 0.00
[ 51] 20010917 24004000.00 144824.13 7.240000 0.00 0.00
[ 52] 20011017 24004000.00 144824.13 7.240000 0.00 0.00
[ 53] 20011117 24004000.00 144824.13 7.240000 0.00 0.00
[ 54] 20011217 24004000.00 144824.13 7.240000 0.00 0.00
[ 55] 20020117 24004000.00 144824.13 7.240000 0.00 0.00
[ 56] 20020217 24004000.00 144824.13 7.240000 0.00 0.00
[ 57] 20020317 24004000.00 144824.13 7.240000 0.00 0.00
[ 58] 20020417 24004000.00 144824.13 7.240000 0.00 0.00
[ 59] 20020517 24004000.00 144824.13 7.240000 0.00 0.00
[ 60] 20020617 24004000.00 144824.13 7.240000 0.00 0.00
[ 61] 20020717 24004000.00 144824.13 7.240000 0.00 0.00
[ 62] 20020817 24004000.00 144824.13 7.240000 0.00 0.00
[ 63] 20020917 24004000.00 144824.13 7.240000 0.00 0.00
[ 64] 20021017 24004000.00 144824.13 7.240000 0.00 0.00
[ 65] 20021117 24004000.00 144824.13 7.240000 0.00 0.00
[ 66] 20021217 24004000.00 144824.13 7.240000 0.00 0.00
[ 67] 20030117 24004000.00 144824.13 7.240000 0.00 0.00
[ 68] 20030217 24004000.00 144824.13 7.240000 0.00 0.00
[ 69] 20030317 24004000.00 144824.13 7.240000 0.00 0.00
[ 70] 20030417 24004000.00 144824.13 7.240000 0.00 0.00
[ 71] 20030517 24004000.00 144824.13 7.240000 0.00 0.00
[ 72] 20030617 24004000.00 144824.13 7.240000 0.00 0.00
[ 73] 20030717 24004000.00 144824.13 7.240000 0.00 0.00
[ 74] 20030817 24004000.00 144824.13 7.240000 0.00 0.00
[ 75] 20030917 24004000.00 144824.13 7.240000 0.00 0.00
[ 76] 20031017 24004000.00 144824.13 7.240000 0.00 0.00
[ 77] 20031117 24004000.00 144824.13 7.240000 0.00 0.00
[ 78] 20031217 24004000.00 144824.13 7.240000 0.00 0.00
[ 79] 20040117 24004000.00 144824.13 7.240000 0.00 0.00
<CAPTION>
Month PayDate Principal Total Gross Total Prepay Prepay Prepay
Cash Cash Penalty Penalty YM Penalty %
<S> <C> <C> <C> <C> <C> <C>
[ 40] 20001017 0.00 144824.13 0.00 0.00 0.00 0.00
[ 41] 20001117 0.00 144824.13 0.00 0.00 0.00 0.00
[ 42] 20001217 0.00 144824.13 0.00 0.00 0.00 0.00
[ 43] 20010117 0.00 144824.13 0.00 0.00 0.00 0.00
[ 44] 20010217 0.00 144824.13 0.00 0.00 0.00 0.00
[ 45] 20010317 0.00 144824.13 0.00 0.00 0.00 0.00
[ 46] 20010417 0.00 144824.13 0.00 0.00 0.00 0.00
[ 47] 20010517 0.00 144824.13 0.00 0.00 0.00 0.00
[ 48] 20010617 0.00 144824.13 0.00 0.00 0.00 0.00
[ 49] 20010717 0.00 144824.13 0.00 0.00 0.00 0.00
[ 50] 20010817 0.00 144824.13 0.00 0.00 0.00 0.00
[ 51] 20010917 0.00 144824.13 0.00 0.00 0.00 0.00
[ 52] 20011017 0.00 144824.13 0.00 0.00 0.00 0.00
[ 53] 20011117 0.00 144824.13 0.00 0.00 0.00 0.00
[ 54] 20011217 0.00 144824.13 0.00 0.00 0.00 0.00
[ 55] 20020117 0.00 144824.13 0.00 0.00 0.00 0.00
[ 56] 20020217 0.00 144824.13 0.00 0.00 0.00 0.00
[ 57] 20020317 0.00 144824.13 0.00 0.00 0.00 0.00
[ 58] 20020417 0.00 144824.13 0.00 0.00 0.00 0.00
[ 59] 20020517 0.00 144824.13 0.00 0.00 0.00 0.00
[ 60] 20020617 0.00 144824.13 0.00 0.00 0.00 0.00
[ 61] 20020717 0.00 144824.13 0.00 0.00 0.00 0.00
[ 62] 20020817 0.00 144824.13 0.00 0.00 0.00 0.00
[ 63] 20020917 0.00 144824.13 0.00 0.00 0.00 0.00
[ 64] 20021017 0.00 144824.13 0.00 0.00 0.00 0.00
[ 65] 20021117 0.00 144824.13 0.00 0.00 0.00 0.00
[ 66] 20021217 0.00 144824.13 0.00 0.00 0.00 0.00
[ 67] 20030117 0.00 144824.13 0.00 0.00 0.00 0.00
[ 68] 20030217 0.00 144824.13 0.00 0.00 0.00 0.00
[ 69] 20030317 0.00 144824.13 0.00 0.00 0.00 0.00
[ 70] 20030417 0.00 144824.13 0.00 0.00 0.00 0.00
[ 71] 20030517 0.00 144824.13 0.00 0.00 0.00 0.00
[ 72] 20030617 0.00 144824.13 0.00 0.00 0.00 0.00
[ 73] 20030717 0.00 144824.13 0.00 0.00 0.00 0.00
[ 74] 20030817 0.00 144824.13 0.00 0.00 0.00 0.00
[ 75] 20030917 0.00 144824.13 0.00 0.00 0.00 0.00
[ 76] 20031017 0.00 144824.13 0.00 0.00 0.00 0.00
[ 77] 20031117 0.00 144824.13 0.00 0.00 0.00 0.00
[ 78] 20031217 0.00 144824.13 0.00 0.00 0.00 0.00
[ 79] 20040117 0.00 144824.13 0.00 0.00 0.00 0.00
</TABLE>
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 79
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
Printed on 07/01/97 Page 12
Time Created: 07/01/97 16:54:57
>> Balloon: 100% extended for 0 Mos.
********* BOND: AMRESCO FPRICING B
<TABLE>
<CAPTION>
Month PayDate Ending Interest Coupon Amortization Prepay
Balance Principal Principal
<S> <C> <C> <C> <C> <C>
[ 80] 20040217 24004000.00 144824.13 7.240000 0.00 0.00
[ 81] 20040317 24004000.00 144824.13 7.240000 0.00 0.00
[ 82] 20040417 24004000.00 144824.13 7.240000 0.00 0.00
[ 83] 20040517 24004000.00 144824.13 7.240000 0.00 0.00
[ 84] 20040617 24004000.00 144824.13 7.240000 0.00 0.00
[ 85] 20040717 24004000.00 144824.13 7.240000 0.00 0.00
[ 86] 20040817 24004000.00 144824.13 7.240000 0.00 0.00
[ 87] 20040917 24004000.00 144824.13 7.240000 0.00 0.00
[ 88] 20041017 24004000.00 144824.13 7.240000 0.00 0.00
[ 89] 20041117 24004000.00 144824.13 7.240000 0.00 0.00
[ 90] 20041217 24004000.00 144824.13 7.240000 0.00 0.00
[ 91] 20050117 24004000.00 144824.13 7.240000 0.00 0.00
[ 92] 20050217 24004000.00 144824.13 7.240000 0.00 0.00
[ 93] 20050317 24004000.00 144824.13 7.240000 0.00 0.00
[ 94] 20050417 24004000.00 144824.13 7.240000 0.00 0.00
[ 95] 20050517 24004000.00 144824.13 7.240000 0.00 0.00
[ 96] 20050617 24004000.00 144824.13 7.240000 0.00 0.00
[ 97] 20050717 24004000.00 144824.13 7.240000 0.00 0.00
[ 98] 20050817 24004000.00 144824.13 7.240000 0.00 0.00
[ 99] 20050917 24004000.00 144824.13 7.240000 0.00 0.00
[100] 20051017 24004000.00 144824.13 7.240000 0.00 0.00
[101] 20051117 24004000.00 144824.13 7.240000 0.00 0.00
[102] 20051217 24004000.00 144824.13 7.240000 0.00 0.00
[103] 20060117 24004000.00 144824.13 7.240000 0.00 0.00
[104] 20060217 24004000.00 144824.13 7.240000 0.00 0.00
[105] 20060317 24004000.00 144824.13 7.240000 0.00 0.00
[106] 20060417 24004000.00 144824.13 7.240000 0.00 0.00
[107] 20060517 24004000.00 144824.13 7.240000 0.00 0.00
[108] 20060617 24004000.00 144824.13 7.240000 0.00 0.00
[109] 20060717 24004000.00 144824.13 7.240000 0.00 0.00
[110] 20060817 24004000.00 144824.13 7.240000 0.00 0.00
[111] 20060917 24004000.00 144824.13 7.240000 0.00 0.00
[112] 20061017 24004000.00 144824.13 7.240000 0.00 0.00
[113] 20061117 24004000.00 144824.13 7.240000 0.00 0.00
[114] 20061217 24004000.00 144824.13 7.240000 0.00 0.00
[115] 20070117 24004000.00 144824.13 7.240000 0.00 0.00
[116] 20070217 20481113.51 144824.13 7.240000 3522886.49 0.00
[117] 20070317 0.00 123569.38 7.240000 20481113.51 0.00
<CAPTION>
Month PayDate Principal Total Gross Total Prepay Prepay Prepay
Cash Cash Penalty Penalty YM Penalty %
<S> <C> <C> <C> <C> <C> <C>
[ 80] 20040217 0.00 144824.13 0.00 0.00 0.00 0.00
[ 81] 20040317 0.00 144824.13 0.00 0.00 0.00 0.00
[ 82] 20040417 0.00 144824.13 0.00 0.00 0.00 0.00
[ 83] 20040517 0.00 144824.13 0.00 0.00 0.00 0.00
[ 84] 20040617 0.00 144824.13 0.00 0.00 0.00 0.00
[ 85] 20040717 0.00 144824.13 0.00 0.00 0.00 0.00
[ 86] 20040817 0.00 144824.13 0.00 0.00 0.00 0.00
[ 87] 20040917 0.00 144824.13 0.00 0.00 0.00 0.00
[ 88] 20041017 0.00 144824.13 0.00 0.00 0.00 0.00
[ 89] 20041117 0.00 144824.13 0.00 0.00 0.00 0.00
[ 90] 20041217 0.00 144824.13 0.00 0.00 0.00 0.00
[ 91] 20050117 0.00 144824.13 0.00 0.00 0.00 0.00
[ 92] 20050217 0.00 144824.13 0.00 0.00 0.00 0.00
[ 93] 20050317 0.00 144824.13 0.00 0.00 0.00 0.00
[ 94] 20050417 0.00 144824.13 0.00 0.00 0.00 0.00
[ 95] 20050517 0.00 144824.13 0.00 0.00 0.00 0.00
[ 96] 20050617 0.00 144824.13 0.00 0.00 0.00 0.00
[ 97] 20050717 0.00 144824.13 0.00 0.00 0.00 0.00
[ 98] 20050817 0.00 144824.13 0.00 0.00 0.00 0.00
[ 99] 20050917 0.00 144824.13 0.00 0.00 0.00 0.00
[100] 20051017 0.00 144824.13 0.00 0.00 0.00 0.00
[101] 20051117 0.00 144824.13 0.00 0.00 0.00 0.00
[102] 20051217 0.00 144824.13 0.00 0.00 0.00 0.00
[103] 20060117 0.00 144824.13 0.00 0.00 0.00 0.00
[104] 20060217 0.00 144824.13 0.00 0.00 0.00 0.00
[105] 20060317 0.00 144824.13 0.00 0.00 0.00 0.00
[106] 20060417 0.00 144824.13 0.00 0.00 0.00 0.00
[107] 20060517 0.00 144824.13 0.00 0.00 0.00 0.00
[108] 20060617 0.00 144824.13 0.00 0.00 0.00 0.00
[109] 20060717 0.00 144824.13 0.00 0.00 0.00 0.00
[110] 20060817 0.00 144824.13 0.00 0.00 0.00 0.00
[111] 20060917 0.00 144824.13 0.00 0.00 0.00 0.00
[112] 20061017 0.00 144824.13 0.00 0.00 0.00 0.00
[113] 20061117 0.00 144824.13 0.00 0.00 0.00 0.00
[114] 20061217 0.00 144824.13 0.00 0.00 0.00 0.00
[115] 20070117 0.00 144824.13 0.00 0.00 0.00 0.00
[116] 20070217 3522886.49 3667710.62 0.00 0.00 0.00 0.00
[117] 20070317 20481113.51 20604682.90 0.00 0.00 0.00 0.00
</TABLE>
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 80
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
Printed on 07/01/97 Page 13
Time Created: 07/01/97 16:54:57
>> Balloon: 100% extended for 0 Mos.
********* BOND: AMRESCO FPRICING C
<TABLE>
<CAPTION>
Month PayDate Ending Interest Coupon Amortization Prepay
Balance Principal Principal
<S> <C> <C> <C> <C> <C>
[ 0] 19970617 12002000.00
[ 1] 19970717 12002000.00 72712.12 7.270000 0.00 0.00
[ 2] 19970817 12002000.00 72712.12 7.270000 0.00 0.00
[ 3] 19970917 12002000.00 72712.12 7.270000 0.00 0.00
[ 4] 19971017 12002000.00 72712.12 7.270000 0.00 0.00
[ 5] 19971117 12002000.00 72712.12 7.270000 0.00 0.00
[ 6] 19971217 12002000.00 72712.12 7.270000 0.00 0.00
[ 7] 19980117 12002000.00 72712.12 7.270000 0.00 0.00
[ 8] 19980217 12002000.00 72712.12 7.270000 0.00 0.00
[ 9] 19980317 12002000.00 72712.12 7.270000 0.00 0.00
[ 10] 19980417 12002000.00 72712.12 7.270000 0.00 0.00
[ 11] 19980517 12002000.00 72712.12 7.270000 0.00 0.00
[ 12] 19980617 12002000.00 72712.12 7.270000 0.00 0.00
[ 13] 19980717 12002000.00 72712.12 7.270000 0.00 0.00
[ 14] 19980817 12002000.00 72712.12 7.270000 0.00 0.00
[ 15] 19980917 12002000.00 72712.12 7.270000 0.00 0.00
[ 16] 19981017 12002000.00 72712.12 7.270000 0.00 0.00
[ 17] 19981117 12002000.00 72712.12 7.270000 0.00 0.00
[ 18] 19981217 12002000.00 72712.12 7.270000 0.00 0.00
[ 19] 19990117 12002000.00 72712.12 7.270000 0.00 0.00
[ 20] 19990217 12002000.00 72712.12 7.270000 0.00 0.00
[ 21] 19990317 12002000.00 72712.12 7.270000 0.00 0.00
[ 22] 19990417 12002000.00 72712.12 7.270000 0.00 0.00
[ 23] 19990517 12002000.00 72712.12 7.270000 0.00 0.00
[ 24] 19990617 12002000.00 72712.12 7.270000 0.00 0.00
[ 25] 19990717 12002000.00 72712.12 7.270000 0.00 0.00
[ 26] 19990817 12002000.00 72712.12 7.270000 0.00 0.00
[ 27] 19990917 12002000.00 72712.12 7.270000 0.00 0.00
[ 28] 19991017 12002000.00 72712.12 7.270000 0.00 0.00
[ 29] 19991117 12002000.00 72712.12 7.270000 0.00 0.00
[ 30] 19991217 12002000.00 72712.12 7.270000 0.00 0.00
[ 31] 20000117 12002000.00 72712.12 7.270000 0.00 0.00
[ 32] 20000217 12002000.00 72712.12 7.270000 0.00 0.00
[ 33] 20000317 12002000.00 72712.12 7.270000 0.00 0.00
[ 34] 20000417 12002000.00 72712.12 7.270000 0.00 0.00
[ 35] 20000517 12002000.00 72712.12 7.270000 0.00 0.00
[ 36] 20000617 12002000.00 72712.12 7.270000 0.00 0.00
[ 37] 20000717 12002000.00 72712.12 7.270000 0.00 0.00
[ 38] 20000817 12002000.00 72712.12 7.270000 0.00 0.00
[ 39] 20000917 12002000.00 72712.12 7.270000 0.00 0.00
<CAPTION>
Month PayDate Principal Total Gross Total Prepay Prepay Prepay
Cash Cash Penalty Penalty YM Penalty %
<S> <C> <C> <C> <C> <C> <C>
[ 0] 19970617
[ 1] 19970717 0.00 72712.12 0.00 0.00 0.00 0.00
[ 2] 19970817 0.00 72712.12 0.00 0.00 0.00 0.00
[ 3] 19970917 0.00 72712.12 0.00 0.00 0.00 0.00
[ 4] 19971017 0.00 72712.12 0.00 0.00 0.00 0.00
[ 5] 19971117 0.00 72712.12 0.00 0.00 0.00 0.00
[ 6] 19971217 0.00 72712.12 0.00 0.00 0.00 0.00
[ 7] 19980117 0.00 72712.12 0.00 0.00 0.00 0.00
[ 8] 19980217 0.00 72712.12 0.00 0.00 0.00 0.00
[ 9] 19980317 0.00 72712.12 0.00 0.00 0.00 0.00
[ 10] 19980417 0.00 72712.12 0.00 0.00 0.00 0.00
[ 11] 19980517 0.00 72712.12 0.00 0.00 0.00 0.00
[ 12] 19980617 0.00 72712.12 0.00 0.00 0.00 0.00
[ 13] 19980717 0.00 72712.12 0.00 0.00 0.00 0.00
[ 14] 19980817 0.00 72712.12 0.00 0.00 0.00 0.00
[ 15] 19980917 0.00 72712.12 0.00 0.00 0.00 0.00
[ 16] 19981017 0.00 72712.12 0.00 0.00 0.00 0.00
[ 17] 19981117 0.00 72712.12 0.00 0.00 0.00 0.00
[ 18] 19981217 0.00 72712.12 0.00 0.00 0.00 0.00
[ 19] 19990117 0.00 72712.12 0.00 0.00 0.00 0.00
[ 20] 19990217 0.00 72712.12 0.00 0.00 0.00 0.00
[ 21] 19990317 0.00 72712.12 0.00 0.00 0.00 0.00
[ 22] 19990417 0.00 72712.12 0.00 0.00 0.00 0.00
[ 23] 19990517 0.00 72712.12 0.00 0.00 0.00 0.00
[ 24] 19990617 0.00 72712.12 0.00 0.00 0.00 0.00
[ 25] 19990717 0.00 72712.12 0.00 0.00 0.00 0.00
[ 26] 19990817 0.00 72712.12 0.00 0.00 0.00 0.00
[ 27] 19990917 0.00 72712.12 0.00 0.00 0.00 0.00
[ 28] 19991017 0.00 72712.12 0.00 0.00 0.00 0.00
[ 29] 19991117 0.00 72712.12 0.00 0.00 0.00 0.00
[ 30] 19991217 0.00 72712.12 0.00 0.00 0.00 0.00
[ 31] 20000117 0.00 72712.12 0.00 0.00 0.00 0.00
[ 32] 20000217 0.00 72712.12 0.00 0.00 0.00 0.00
[ 33] 20000317 0.00 72712.12 0.00 0.00 0.00 0.00
[ 34] 20000417 0.00 72712.12 0.00 0.00 0.00 0.00
[ 35] 20000517 0.00 72712.12 0.00 0.00 0.00 0.00
[ 36] 20000617 0.00 72712.12 0.00 0.00 0.00 0.00
[ 37] 20000717 0.00 72712.12 0.00 0.00 0.00 0.00
[ 38] 20000817 0.00 72712.12 0.00 0.00 0.00 0.00
[ 39] 20000917 0.00 72712.12 0.00 0.00 0.00 0.00
</TABLE>
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 81
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
Printed on 07/01/97 Page 14
Time Created: 07/01/97 16:54:57
>> Balloon: 100% extended for 0 Mos.
********* BOND: AMRESCO FPRICING C
<TABLE>
<CAPTION>
Month PayDate Ending Interest Coupon Amortization Prepay
Balance Principal Principal
<S> <C> <C> <C> <C> <C>
[ 40] 20001017 12002000.00 72712.12 7.270000 0.00 0.00
[ 41] 20001117 12002000.00 72712.12 7.270000 0.00 0.00
[ 42] 20001217 12002000.00 72712.12 7.270000 0.00 0.00
[ 43] 20010117 12002000.00 72712.12 7.270000 0.00 0.00
[ 44] 20010217 12002000.00 72712.12 7.270000 0.00 0.00
[ 45] 20010317 12002000.00 72712.12 7.270000 0.00 0.00
[ 46] 20010417 12002000.00 72712.12 7.270000 0.00 0.00
[ 47] 20010517 12002000.00 72712.12 7.270000 0.00 0.00
[ 48] 20010617 12002000.00 72712.12 7.270000 0.00 0.00
[ 49] 20010717 12002000.00 72712.12 7.270000 0.00 0.00
[ 50] 20010817 12002000.00 72712.12 7.270000 0.00 0.00
[ 51] 20010917 12002000.00 72712.12 7.270000 0.00 0.00
[ 52] 20011017 12002000.00 72712.12 7.270000 0.00 0.00
[ 53] 20011117 12002000.00 72712.12 7.270000 0.00 0.00
[ 54] 20011217 12002000.00 72712.12 7.270000 0.00 0.00
[ 55] 20020117 12002000.00 72712.12 7.270000 0.00 0.00
[ 56] 20020217 12002000.00 72712.12 7.270000 0.00 0.00
[ 57] 20020317 12002000.00 72712.12 7.270000 0.00 0.00
[ 58] 20020417 12002000.00 72712.12 7.270000 0.00 0.00
[ 59] 20020517 12002000.00 72712.12 7.270000 0.00 0.00
[ 60] 20020617 12002000.00 72712.12 7.270000 0.00 0.00
[ 61] 20020717 12002000.00 72712.12 7.270000 0.00 0.00
[ 62] 20020817 12002000.00 72712.12 7.270000 0.00 0.00
[ 63] 20020917 12002000.00 72712.12 7.270000 0.00 0.00
[ 64] 20021017 12002000.00 72712.12 7.270000 0.00 0.00
[ 65] 20021117 12002000.00 72712.12 7.270000 0.00 0.00
[ 66] 20021217 12002000.00 72712.12 7.270000 0.00 0.00
[ 67] 20030117 12002000.00 72712.12 7.270000 0.00 0.00
[ 68] 20030217 12002000.00 72712.12 7.270000 0.00 0.00
[ 69] 20030317 12002000.00 72712.12 7.270000 0.00 0.00
[ 70] 20030417 12002000.00 72712.12 7.270000 0.00 0.00
[ 71] 20030517 12002000.00 72712.12 7.270000 0.00 0.00
[ 72] 20030617 12002000.00 72712.12 7.270000 0.00 0.00
[ 73] 20030717 12002000.00 72712.12 7.270000 0.00 0.00
[ 74] 20030817 12002000.00 72712.12 7.270000 0.00 0.00
[ 75] 20030917 12002000.00 72712.12 7.270000 0.00 0.00
[ 76] 20031017 12002000.00 72712.12 7.270000 0.00 0.00
[ 77] 20031117 12002000.00 72712.12 7.270000 0.00 0.00
[ 78] 20031217 12002000.00 72712.12 7.270000 0.00 0.00
[ 79] 20040117 12002000.00 72712.12 7.270000 0.00 0.00
<CAPTION>
Month PayDate Principal Total Gross Total Prepay Prepay Prepay
Cash Cash Penalty Penalty YM Penalty %
<S> <C> <C> <C> <C> <C> <C>
[ 40] 20001017 0.00 72712.12 0.00 0.00 0.00 0.00
[ 41] 20001117 0.00 72712.12 0.00 0.00 0.00 0.00
[ 42] 20001217 0.00 72712.12 0.00 0.00 0.00 0.00
[ 43] 20010117 0.00 72712.12 0.00 0.00 0.00 0.00
[ 44] 20010217 0.00 72712.12 0.00 0.00 0.00 0.00
[ 45] 20010317 0.00 72712.12 0.00 0.00 0.00 0.00
[ 46] 20010417 0.00 72712.12 0.00 0.00 0.00 0.00
[ 47] 20010517 0.00 72712.12 0.00 0.00 0.00 0.00
[ 48] 20010617 0.00 72712.12 0.00 0.00 0.00 0.00
[ 49] 20010717 0.00 72712.12 0.00 0.00 0.00 0.00
[ 50] 20010817 0.00 72712.12 0.00 0.00 0.00 0.00
[ 51] 20010917 0.00 72712.12 0.00 0.00 0.00 0.00
[ 52] 20011017 0.00 72712.12 0.00 0.00 0.00 0.00
[ 53] 20011117 0.00 72712.12 0.00 0.00 0.00 0.00
[ 54] 20011217 0.00 72712.12 0.00 0.00 0.00 0.00
[ 55] 20020117 0.00 72712.12 0.00 0.00 0.00 0.00
[ 56] 20020217 0.00 72712.12 0.00 0.00 0.00 0.00
[ 57] 20020317 0.00 72712.12 0.00 0.00 0.00 0.00
[ 58] 20020417 0.00 72712.12 0.00 0.00 0.00 0.00
[ 59] 20020517 0.00 72712.12 0.00 0.00 0.00 0.00
[ 60] 20020617 0.00 72712.12 0.00 0.00 0.00 0.00
[ 61] 20020717 0.00 72712.12 0.00 0.00 0.00 0.00
[ 62] 20020817 0.00 72712.12 0.00 0.00 0.00 0.00
[ 63] 20020917 0.00 72712.12 0.00 0.00 0.00 0.00
[ 64] 20021017 0.00 72712.12 0.00 0.00 0.00 0.00
[ 65] 20021117 0.00 72712.12 0.00 0.00 0.00 0.00
[ 66] 20021217 0.00 72712.12 0.00 0.00 0.00 0.00
[ 67] 20030117 0.00 72712.12 0.00 0.00 0.00 0.00
[ 68] 20030217 0.00 72712.12 0.00 0.00 0.00 0.00
[ 69] 20030317 0.00 72712.12 0.00 0.00 0.00 0.00
[ 70] 20030417 0.00 72712.12 0.00 0.00 0.00 0.00
[ 71] 20030517 0.00 72712.12 0.00 0.00 0.00 0.00
[ 72] 20030617 0.00 72712.12 0.00 0.00 0.00 0.00
[ 73] 20030717 0.00 72712.12 0.00 0.00 0.00 0.00
[ 74] 20030817 0.00 72712.12 0.00 0.00 0.00 0.00
[ 75] 20030917 0.00 72712.12 0.00 0.00 0.00 0.00
[ 76] 20031017 0.00 72712.12 0.00 0.00 0.00 0.00
[ 77] 20031117 0.00 72712.12 0.00 0.00 0.00 0.00
[ 78] 20031217 0.00 72712.12 0.00 0.00 0.00 0.00
[ 79] 20040117 0.00 72712.12 0.00 0.00 0.00 0.00
</TABLE>
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 82
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
Printed on 07/01/97 Page 15
Time Created: 07/01/97 16:54:57
>> Balloon: 100% extended for 0 Mos.
********* BOND: AMRESCO FPRICING C
<TABLE>
<CAPTION>
Month PayDate Ending Interest Coupon Amortization Prepay
Balance Principal Principal
<S> <C> <C> <C> <C> <C>
[ 80] 20040217 12002000.00 72712.12 7.270000 0.00 0.00
[ 81] 20040317 12002000.00 72712.12 7.270000 0.00 0.00
[ 82] 20040417 12002000.00 72712.12 7.270000 0.00 0.00
[ 83] 20040517 12002000.00 72712.12 7.270000 0.00 0.00
[ 84] 20040617 12002000.00 72712.12 7.270000 0.00 0.00
[ 85] 20040717 12002000.00 72712.12 7.270000 0.00 0.00
[ 86] 20040817 12002000.00 72712.12 7.270000 0.00 0.00
[ 87] 20040917 12002000.00 72712.12 7.270000 0.00 0.00
[ 88] 20041017 12002000.00 72712.12 7.270000 0.00 0.00
[ 89] 20041117 12002000.00 72712.12 7.270000 0.00 0.00
[ 90] 20041217 12002000.00 72712.12 7.270000 0.00 0.00
[ 91] 20050117 12002000.00 72712.12 7.270000 0.00 0.00
[ 92] 20050217 12002000.00 72712.12 7.270000 0.00 0.00
[ 93] 20050317 12002000.00 72712.12 7.270000 0.00 0.00
[ 94] 20050417 12002000.00 72712.12 7.270000 0.00 0.00
[ 95] 20050517 12002000.00 72712.12 7.270000 0.00 0.00
[ 96] 20050617 12002000.00 72712.12 7.270000 0.00 0.00
[ 97] 20050717 12002000.00 72712.12 7.270000 0.00 0.00
[ 98] 20050817 12002000.00 72712.12 7.270000 0.00 0.00
[ 99] 20050917 12002000.00 72712.12 7.270000 0.00 0.00
[100] 20051017 12002000.00 72712.12 7.270000 0.00 0.00
[101] 20051117 12002000.00 72712.12 7.270000 0.00 0.00
[102] 20051217 12002000.00 72712.12 7.270000 0.00 0.00
[103] 20060117 12002000.00 72712.12 7.270000 0.00 0.00
[104] 20060217 12002000.00 72712.12 7.270000 0.00 0.00
[105] 20060317 12002000.00 72712.12 7.270000 0.00 0.00
[106] 20060417 12002000.00 72712.12 7.270000 0.00 0.00
[107] 20060517 12002000.00 72712.12 7.270000 0.00 0.00
[108] 20060617 12002000.00 72712.12 7.270000 0.00 0.00
[109] 20060717 12002000.00 72712.12 7.270000 0.00 0.00
[110] 20060817 12002000.00 72712.12 7.270000 0.00 0.00
[111] 20060917 12002000.00 72712.12 7.270000 0.00 0.00
[112] 20061017 12002000.00 72712.12 7.270000 0.00 0.00
[113] 20061117 12002000.00 72712.12 7.270000 0.00 0.00
[114] 20061217 12002000.00 72712.12 7.270000 0.00 0.00
[115] 20070117 12002000.00 72712.12 7.270000 0.00 0.00
[116] 20070217 12002000.00 72712.12 7.270000 0.00 0.00
[117] 20070317 0.00 72712.12 7.270000 12002000.00 0.00
<CAPTION>
Month PayDate Principal Total Gross Total Prepay Prepay Prepay
Cash Cash Penalty Penalty YM Penalty %
<S> <C> <C> <C> <C> <C> <C>
[ 80] 20040217 0.00 72712.12 0.00 0.00 0.00 0.00
[ 81] 20040317 0.00 72712.12 0.00 0.00 0.00 0.00
[ 82] 20040417 0.00 72712.12 0.00 0.00 0.00 0.00
[ 83] 20040517 0.00 72712.12 0.00 0.00 0.00 0.00
[ 84] 20040617 0.00 72712.12 0.00 0.00 0.00 0.00
[ 85] 20040717 0.00 72712.12 0.00 0.00 0.00 0.00
[ 86] 20040817 0.00 72712.12 0.00 0.00 0.00 0.00
[ 87] 20040917 0.00 72712.12 0.00 0.00 0.00 0.00
[ 88] 20041017 0.00 72712.12 0.00 0.00 0.00 0.00
[ 89] 20041117 0.00 72712.12 0.00 0.00 0.00 0.00
[ 90] 20041217 0.00 72712.12 0.00 0.00 0.00 0.00
[ 91] 20050117 0.00 72712.12 0.00 0.00 0.00 0.00
[ 92] 20050217 0.00 72712.12 0.00 0.00 0.00 0.00
[ 93] 20050317 0.00 72712.12 0.00 0.00 0.00 0.00
[ 94] 20050417 0.00 72712.12 0.00 0.00 0.00 0.00
[ 95] 20050517 0.00 72712.12 0.00 0.00 0.00 0.00
[ 96] 20050617 0.00 72712.12 0.00 0.00 0.00 0.00
[ 97] 20050717 0.00 72712.12 0.00 0.00 0.00 0.00
[ 98] 20050817 0.00 72712.12 0.00 0.00 0.00 0.00
[ 99] 20050917 0.00 72712.12 0.00 0.00 0.00 0.00
[100] 20051017 0.00 72712.12 0.00 0.00 0.00 0.00
[101] 20051117 0.00 72712.12 0.00 0.00 0.00 0.00
[102] 20051217 0.00 72712.12 0.00 0.00 0.00 0.00
[103] 20060117 0.00 72712.12 0.00 0.00 0.00 0.00
[104] 20060217 0.00 72712.12 0.00 0.00 0.00 0.00
[105] 20060317 0.00 72712.12 0.00 0.00 0.00 0.00
[106] 20060417 0.00 72712.12 0.00 0.00 0.00 0.00
[107] 20060517 0.00 72712.12 0.00 0.00 0.00 0.00
[108] 20060617 0.00 72712.12 0.00 0.00 0.00 0.00
[109] 20060717 0.00 72712.12 0.00 0.00 0.00 0.00
[110] 20060817 0.00 72712.12 0.00 0.00 0.00 0.00
[111] 20060917 0.00 72712.12 0.00 0.00 0.00 0.00
[112] 20061017 0.00 72712.12 0.00 0.00 0.00 0.00
[113] 20061117 0.00 72712.12 0.00 0.00 0.00 0.00
[114] 20061217 0.00 72712.12 0.00 0.00 0.00 0.00
[115] 20070117 0.00 72712.12 0.00 0.00 0.00 0.00
[116] 20070217 0.00 72712.12 0.00 0.00 0.00 0.00
[117] 20070317 12002000.00 12074712.12 0.00 0.00 0.00 0.00
</TABLE>
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 83
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
Printed on 07/01/97 Page 16
Time Created: 07/01/97 16:54:57
>> Balloon: 100% extended for 0 Mos.
********* BOND: AMRESCO FPRICING D
<TABLE>
<CAPTION>
Month PayDate Ending Interest Coupon Amortization Prepay
Balance Principal Principal
<S> <C> <C> <C> <C> <C>
[ 0] 19970617 21604000.00
[ 1] 19970717 21604000.00 131784.40 7.320000 0.00 0.00
[ 2] 19970817 21604000.00 131784.40 7.320000 0.00 0.00
[ 3] 19970917 21604000.00 131784.40 7.320000 0.00 0.00
[ 4] 19971017 21604000.00 131784.40 7.320000 0.00 0.00
[ 5] 19971117 21604000.00 131784.40 7.320000 0.00 0.00
[ 6] 19971217 21604000.00 131784.40 7.320000 0.00 0.00
[ 7] 19980117 21604000.00 131784.40 7.320000 0.00 0.00
[ 8] 19980217 21604000.00 131784.40 7.320000 0.00 0.00
[ 9] 19980317 21604000.00 131784.40 7.320000 0.00 0.00
[ 10] 19980417 21604000.00 131784.40 7.320000 0.00 0.00
[ 11] 19980517 21604000.00 131784.40 7.320000 0.00 0.00
[ 12] 19980617 21604000.00 131784.40 7.320000 0.00 0.00
[ 13] 19980717 21604000.00 131784.40 7.320000 0.00 0.00
[ 14] 19980817 21604000.00 131784.40 7.320000 0.00 0.00
[ 15] 19980917 21604000.00 131784.40 7.320000 0.00 0.00
[ 16] 19981017 21604000.00 131784.40 7.320000 0.00 0.00
[ 17] 19981117 21604000.00 131784.40 7.320000 0.00 0.00
[ 18] 19981217 21604000.00 131784.40 7.320000 0.00 0.00
[ 19] 19990117 21604000.00 131784.40 7.320000 0.00 0.00
[ 20] 19990217 21604000.00 131784.40 7.320000 0.00 0.00
[ 21] 19990317 21604000.00 131784.40 7.320000 0.00 0.00
[ 22] 19990417 21604000.00 131784.40 7.320000 0.00 0.00
[ 23] 19990517 21604000.00 131784.40 7.320000 0.00 0.00
[ 24] 19990617 21604000.00 131784.40 7.320000 0.00 0.00
[ 25] 19990717 21604000.00 131784.40 7.320000 0.00 0.00
[ 26] 19990817 21604000.00 131784.40 7.320000 0.00 0.00
[ 27] 19990917 21604000.00 131784.40 7.320000 0.00 0.00
[ 28] 19991017 21604000.00 131784.40 7.320000 0.00 0.00
[ 29] 19991117 21604000.00 131784.40 7.320000 0.00 0.00
[ 30] 19991217 21604000.00 131784.40 7.320000 0.00 0.00
[ 31] 20000117 21604000.00 131784.40 7.320000 0.00 0.00
[ 32] 20000217 21604000.00 131784.40 7.320000 0.00 0.00
[ 33] 20000317 21604000.00 131784.40 7.320000 0.00 0.00
[ 34] 20000417 21604000.00 131784.40 7.320000 0.00 0.00
[ 35] 20000517 21604000.00 131784.40 7.320000 0.00 0.00
[ 36] 20000617 21604000.00 131784.40 7.320000 0.00 0.00
[ 37] 20000717 21604000.00 131784.40 7.320000 0.00 0.00
[ 38] 20000817 21604000.00 131784.40 7.320000 0.00 0.00
[ 39] 20000917 21604000.00 131784.40 7.320000 0.00 0.00
<CAPTION>
Month PayDate Principal Total Gross Total Prepay Prepay Prepay
Cash Cash Penalty Penalty YM Penalty %
<S> <C> <C> <C> <C> <C> <C>
[ 0] 19970617
[ 1] 19970717 0.00 131784.40 0.00 0.00 0.00 0.00
[ 2] 19970817 0.00 131784.40 0.00 0.00 0.00 0.00
[ 3] 19970917 0.00 131784.40 0.00 0.00 0.00 0.00
[ 4] 19971017 0.00 131784.40 0.00 0.00 0.00 0.00
[ 5] 19971117 0.00 131784.40 0.00 0.00 0.00 0.00
[ 6] 19971217 0.00 131784.40 0.00 0.00 0.00 0.00
[ 7] 19980117 0.00 131784.40 0.00 0.00 0.00 0.00
[ 8] 19980217 0.00 131784.40 0.00 0.00 0.00 0.00
[ 9] 19980317 0.00 131784.40 0.00 0.00 0.00 0.00
[ 10] 19980417 0.00 131784.40 0.00 0.00 0.00 0.00
[ 11] 19980517 0.00 131784.40 0.00 0.00 0.00 0.00
[ 12] 19980617 0.00 131784.40 0.00 0.00 0.00 0.00
[ 13] 19980717 0.00 131784.40 0.00 0.00 0.00 0.00
[ 14] 19980817 0.00 131784.40 0.00 0.00 0.00 0.00
[ 15] 19980917 0.00 131784.40 0.00 0.00 0.00 0.00
[ 16] 19981017 0.00 131784.40 0.00 0.00 0.00 0.00
[ 17] 19981117 0.00 131784.40 0.00 0.00 0.00 0.00
[ 18] 19981217 0.00 131784.40 0.00 0.00 0.00 0.00
[ 19] 19990117 0.00 131784.40 0.00 0.00 0.00 0.00
[ 20] 19990217 0.00 131784.40 0.00 0.00 0.00 0.00
[ 21] 19990317 0.00 131784.40 0.00 0.00 0.00 0.00
[ 22] 19990417 0.00 131784.40 0.00 0.00 0.00 0.00
[ 23] 19990517 0.00 131784.40 0.00 0.00 0.00 0.00
[ 24] 19990617 0.00 131784.40 0.00 0.00 0.00 0.00
[ 25] 19990717 0.00 131784.40 0.00 0.00 0.00 0.00
[ 26] 19990817 0.00 131784.40 0.00 0.00 0.00 0.00
[ 27] 19990917 0.00 131784.40 0.00 0.00 0.00 0.00
[ 28] 19991017 0.00 131784.40 0.00 0.00 0.00 0.00
[ 29] 19991117 0.00 131784.40 0.00 0.00 0.00 0.00
[ 30] 19991217 0.00 131784.40 0.00 0.00 0.00 0.00
[ 31] 20000117 0.00 131784.40 0.00 0.00 0.00 0.00
[ 32] 20000217 0.00 131784.40 0.00 0.00 0.00 0.00
[ 33] 20000317 0.00 131784.40 0.00 0.00 0.00 0.00
[ 34] 20000417 0.00 131784.40 0.00 0.00 0.00 0.00
[ 35] 20000517 0.00 131784.40 0.00 0.00 0.00 0.00
[ 36] 20000617 0.00 131784.40 0.00 0.00 0.00 0.00
[ 37] 20000717 0.00 131784.40 0.00 0.00 0.00 0.00
[ 38] 20000817 0.00 131784.40 0.00 0.00 0.00 0.00
[ 39] 20000917 0.00 131784.40 0.00 0.00 0.00 0.00
</TABLE>
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 84
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
Printed on 07/01/97 Page 17
Time Created: 07/01/97 16:54:57
>> Balloon: 100% extended for 0 Mos.
********* BOND: AMRESCO FPRICING D
<TABLE>
<CAPTION>
Month PayDate Ending Interest Coupon Amortization Prepay
Balance Principal Principal
<S> <C> <C> <C> <C> <C>
[ 40] 20001017 21604000.00 131784.40 7.320000 0.00 0.00
[ 41] 20001117 21604000.00 131784.40 7.320000 0.00 0.00
[ 42] 20001217 21604000.00 131784.40 7.320000 0.00 0.00
[ 43] 20010117 21604000.00 131784.40 7.320000 0.00 0.00
[ 44] 20010217 21604000.00 131784.40 7.320000 0.00 0.00
[ 45] 20010317 21604000.00 131784.40 7.320000 0.00 0.00
[ 46] 20010417 21604000.00 131784.40 7.320000 0.00 0.00
[ 47] 20010517 21604000.00 131784.40 7.320000 0.00 0.00
[ 48] 20010617 21604000.00 131784.40 7.320000 0.00 0.00
[ 49] 20010717 21604000.00 131784.40 7.320000 0.00 0.00
[ 50] 20010817 21604000.00 131784.40 7.320000 0.00 0.00
[ 51] 20010917 21604000.00 131784.40 7.320000 0.00 0.00
[ 52] 20011017 21604000.00 131784.40 7.320000 0.00 0.00
[ 53] 20011117 21604000.00 131784.40 7.320000 0.00 0.00
[ 54] 20011217 21604000.00 131784.40 7.320000 0.00 0.00
[ 55] 20020117 21604000.00 131784.40 7.320000 0.00 0.00
[ 56] 20020217 21604000.00 131784.40 7.320000 0.00 0.00
[ 57] 20020317 21604000.00 131784.40 7.320000 0.00 0.00
[ 58] 20020417 21604000.00 131784.40 7.320000 0.00 0.00
[ 59] 20020517 21604000.00 131784.40 7.320000 0.00 0.00
[ 60] 20020617 21604000.00 131784.40 7.320000 0.00 0.00
[ 61] 20020717 21604000.00 131784.40 7.320000 0.00 0.00
[ 62] 20020817 21604000.00 131784.40 7.320000 0.00 0.00
[ 63] 20020917 21604000.00 131784.40 7.320000 0.00 0.00
[ 64] 20021017 21604000.00 131784.40 7.320000 0.00 0.00
[ 65] 20021117 21604000.00 131784.40 7.320000 0.00 0.00
[ 66] 20021217 21604000.00 131784.40 7.320000 0.00 0.00
[ 67] 20030117 21604000.00 131784.40 7.320000 0.00 0.00
[ 68] 20030217 21604000.00 131784.40 7.320000 0.00 0.00
[ 69] 20030317 21604000.00 131784.40 7.320000 0.00 0.00
[ 70] 20030417 21604000.00 131784.40 7.320000 0.00 0.00
[ 71] 20030517 21604000.00 131784.40 7.320000 0.00 0.00
[ 72] 20030617 21604000.00 131784.40 7.320000 0.00 0.00
[ 73] 20030717 21604000.00 131784.40 7.320000 0.00 0.00
[ 74] 20030817 21604000.00 131784.40 7.320000 0.00 0.00
[ 75] 20030917 21604000.00 131784.40 7.320000 0.00 0.00
[ 76] 20031017 21604000.00 131784.40 7.320000 0.00 0.00
[ 77] 20031117 21604000.00 131784.40 7.320000 0.00 0.00
[ 78] 20031217 21604000.00 131784.40 7.320000 0.00 0.00
[ 79] 20040117 21604000.00 131784.40 7.320000 0.00 0.00
<CAPTION>
Month PayDate Principal Total Gross Total Prepay Prepay Prepay
Cash Cash Penalty Penalty YM Penalty %
<S> <C> <C> <C> <C> <C> <C>
[ 40] 20001017 0.00 131784.40 0.00 0.00 0.00 0.00
[ 41] 20001117 0.00 131784.40 0.00 0.00 0.00 0.00
[ 42] 20001217 0.00 131784.40 0.00 0.00 0.00 0.00
[ 43] 20010117 0.00 131784.40 0.00 0.00 0.00 0.00
[ 44] 20010217 0.00 131784.40 0.00 0.00 0.00 0.00
[ 45] 20010317 0.00 131784.40 0.00 0.00 0.00 0.00
[ 46] 20010417 0.00 131784.40 0.00 0.00 0.00 0.00
[ 47] 20010517 0.00 131784.40 0.00 0.00 0.00 0.00
[ 48] 20010617 0.00 131784.40 0.00 0.00 0.00 0.00
[ 49] 20010717 0.00 131784.40 0.00 0.00 0.00 0.00
[ 50] 20010817 0.00 131784.40 0.00 0.00 0.00 0.00
[ 51] 20010917 0.00 131784.40 0.00 0.00 0.00 0.00
[ 52] 20011017 0.00 131784.40 0.00 0.00 0.00 0.00
[ 53] 20011117 0.00 131784.40 0.00 0.00 0.00 0.00
[ 54] 20011217 0.00 131784.40 0.00 0.00 0.00 0.00
[ 55] 20020117 0.00 131784.40 0.00 0.00 0.00 0.00
[ 56] 20020217 0.00 131784.40 0.00 0.00 0.00 0.00
[ 57] 20020317 0.00 131784.40 0.00 0.00 0.00 0.00
[ 58] 20020417 0.00 131784.40 0.00 0.00 0.00 0.00
[ 59] 20020517 0.00 131784.40 0.00 0.00 0.00 0.00
[ 60] 20020617 0.00 131784.40 0.00 0.00 0.00 0.00
[ 61] 20020717 0.00 131784.40 0.00 0.00 0.00 0.00
[ 62] 20020817 0.00 131784.40 0.00 0.00 0.00 0.00
[ 63] 20020917 0.00 131784.40 0.00 0.00 0.00 0.00
[ 64] 20021017 0.00 131784.40 0.00 0.00 0.00 0.00
[ 65] 20021117 0.00 131784.40 0.00 0.00 0.00 0.00
[ 66] 20021217 0.00 131784.40 0.00 0.00 0.00 0.00
[ 67] 20030117 0.00 131784.40 0.00 0.00 0.00 0.00
[ 68] 20030217 0.00 131784.40 0.00 0.00 0.00 0.00
[ 69] 20030317 0.00 131784.40 0.00 0.00 0.00 0.00
[ 70] 20030417 0.00 131784.40 0.00 0.00 0.00 0.00
[ 71] 20030517 0.00 131784.40 0.00 0.00 0.00 0.00
[ 72] 20030617 0.00 131784.40 0.00 0.00 0.00 0.00
[ 73] 20030717 0.00 131784.40 0.00 0.00 0.00 0.00
[ 74] 20030817 0.00 131784.40 0.00 0.00 0.00 0.00
[ 75] 20030917 0.00 131784.40 0.00 0.00 0.00 0.00
[ 76] 20031017 0.00 131784.40 0.00 0.00 0.00 0.00
[ 77] 20031117 0.00 131784.40 0.00 0.00 0.00 0.00
[ 78] 20031217 0.00 131784.40 0.00 0.00 0.00 0.00
[ 79] 20040117 0.00 131784.40 0.00 0.00 0.00 0.00
</TABLE>
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 85
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
Printed on 07/01/97 Page 18
Time Created: 07/01/97 16:54:57
>> Balloon: 100% extended for 0 Mos.
********* BOND: AMRESCO FPRICING D
<TABLE>
<CAPTION>
Month PayDate Ending Interest Coupon Amortization Prepay
Balance Principal Principal
<S> <C> <C> <C> <C> <C>
[ 80] 20040217 21604000.00 131784.40 7.320000 0.00 0.00
[ 81] 20040317 21604000.00 131784.40 7.320000 0.00 0.00
[ 82] 20040417 21604000.00 131784.40 7.320000 0.00 0.00
[ 83] 20040517 21604000.00 131784.40 7.320000 0.00 0.00
[ 84] 20040617 21604000.00 131784.40 7.320000 0.00 0.00
[ 85] 20040717 21604000.00 131784.40 7.320000 0.00 0.00
[ 86] 20040817 21604000.00 131784.40 7.320000 0.00 0.00
[ 87] 20040917 21604000.00 131784.40 7.320000 0.00 0.00
[ 88] 20041017 21604000.00 131784.40 7.320000 0.00 0.00
[ 89] 20041117 21604000.00 131784.40 7.320000 0.00 0.00
[ 90] 20041217 21604000.00 131784.40 7.320000 0.00 0.00
[ 91] 20050117 21604000.00 131784.40 7.320000 0.00 0.00
[ 92] 20050217 21604000.00 131784.40 7.320000 0.00 0.00
[ 93] 20050317 21604000.00 131784.40 7.320000 0.00 0.00
[ 94] 20050417 21604000.00 131784.40 7.320000 0.00 0.00
[ 95] 20050517 21604000.00 131784.40 7.320000 0.00 0.00
[ 96] 20050617 21604000.00 131784.40 7.320000 0.00 0.00
[ 97] 20050717 21604000.00 131784.40 7.320000 0.00 0.00
[ 98] 20050817 21604000.00 131784.40 7.320000 0.00 0.00
[ 99] 20050917 21604000.00 131784.40 7.320000 0.00 0.00
[100] 20051017 21604000.00 131784.40 7.320000 0.00 0.00
[101] 20051117 21604000.00 131784.40 7.320000 0.00 0.00
[102] 20051217 21604000.00 131784.40 7.320000 0.00 0.00
[103] 20060117 21604000.00 131784.40 7.320000 0.00 0.00
[104] 20060217 21604000.00 131784.40 7.320000 0.00 0.00
[105] 20060317 21604000.00 131784.40 7.320000 0.00 0.00
[106] 20060417 21604000.00 131784.40 7.320000 0.00 0.00
[107] 20060517 21604000.00 131784.40 7.320000 0.00 0.00
[108] 20060617 21604000.00 131784.40 7.320000 0.00 0.00
[109] 20060717 21604000.00 131784.40 7.320000 0.00 0.00
[110] 20060817 21604000.00 131784.40 7.320000 0.00 0.00
[111] 20060917 21604000.00 131784.40 7.320000 0.00 0.00
[112] 20061017 21604000.00 131784.40 7.320000 0.00 0.00
[113] 20061117 21604000.00 131784.40 7.320000 0.00 0.00
[114] 20061217 21604000.00 131784.40 7.320000 0.00 0.00
[115] 20070117 21604000.00 131784.40 7.320000 0.00 0.00
[116] 20070217 21604000.00 131784.40 7.320000 0.00 0.00
[117] 20070317 14415256.72 131784.40 7.320000 7188743.28 0.00
[118] 20070417 0.00 87933.07 7.320000 14415256.72 0.00
<CAPTION>
Month PayDate Principal Total Gross Total Prepay Prepay Prepay
Cash Cash Penalty Penalty YM Penalty %
<S> <C> <C> <C> <C> <C> <C>
[ 80] 20040217 0.00 131784.40 0.00 0.00 0.00 0.00
[ 81] 20040317 0.00 131784.40 0.00 0.00 0.00 0.00
[ 82] 20040417 0.00 131784.40 0.00 0.00 0.00 0.00
[ 83] 20040517 0.00 131784.40 0.00 0.00 0.00 0.00
[ 84] 20040617 0.00 131784.40 0.00 0.00 0.00 0.00
[ 85] 20040717 0.00 131784.40 0.00 0.00 0.00 0.00
[ 86] 20040817 0.00 131784.40 0.00 0.00 0.00 0.00
[ 87] 20040917 0.00 131784.40 0.00 0.00 0.00 0.00
[ 88] 20041017 0.00 131784.40 0.00 0.00 0.00 0.00
[ 89] 20041117 0.00 131784.40 0.00 0.00 0.00 0.00
[ 90] 20041217 0.00 131784.40 0.00 0.00 0.00 0.00
[ 91] 20050117 0.00 131784.40 0.00 0.00 0.00 0.00
[ 92] 20050217 0.00 131784.40 0.00 0.00 0.00 0.00
[ 93] 20050317 0.00 131784.40 0.00 0.00 0.00 0.00
[ 94] 20050417 0.00 131784.40 0.00 0.00 0.00 0.00
[ 95] 20050517 0.00 131784.40 0.00 0.00 0.00 0.00
[ 96] 20050617 0.00 131784.40 0.00 0.00 0.00 0.00
[ 97] 20050717 0.00 131784.40 0.00 0.00 0.00 0.00
[ 98] 20050817 0.00 131784.40 0.00 0.00 0.00 0.00
[ 99] 20050917 0.00 131784.40 0.00 0.00 0.00 0.00
[100] 20051017 0.00 131784.40 0.00 0.00 0.00 0.00
[101] 20051117 0.00 131784.40 0.00 0.00 0.00 0.00
[102] 20051217 0.00 131784.40 0.00 0.00 0.00 0.00
[103] 20060117 0.00 131784.40 0.00 0.00 0.00 0.00
[104] 20060217 0.00 131784.40 0.00 0.00 0.00 0.00
[105] 20060317 0.00 131784.40 0.00 0.00 0.00 0.00
[106] 20060417 0.00 131784.40 0.00 0.00 0.00 0.00
[107] 20060517 0.00 131784.40 0.00 0.00 0.00 0.00
[108] 20060617 0.00 131784.40 0.00 0.00 0.00 0.00
[109] 20060717 0.00 131784.40 0.00 0.00 0.00 0.00
[110] 20060817 0.00 131784.40 0.00 0.00 0.00 0.00
[111] 20060917 0.00 131784.40 0.00 0.00 0.00 0.00
[112] 20061017 0.00 131784.40 0.00 0.00 0.00 0.00
[113] 20061117 0.00 131784.40 0.00 0.00 0.00 0.00
[114] 20061217 0.00 131784.40 0.00 0.00 0.00 0.00
[115] 20070117 0.00 131784.40 0.00 0.00 0.00 0.00
[116] 20070217 0.00 131784.40 0.00 0.00 0.00 0.00
[117] 20070317 7188743.28 7320527.68 0.00 0.00 0.00 0.00
[118] 20070417 14415256.72 14503189.79 0.00 0.00 0.00 0.00
</TABLE>
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 86
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
Printed on 07/01/97 Page 19
Time Created: 07/01/97 16:54:57
>> Balloon: 100% extended for 0 Mos.
********* BOND: AMRESCO FPRICING E
<TABLE>
<CAPTION>
Month PayDate Ending Interest Coupon Amortization Prepay
Balance Principal Principal
<S> <C> <C> <C> <C> <C>
[ 0] 19970617 26405000.00
[ 1] 19970717 26405000.00 163711.00 7.440000 0.00 0.00
[ 2] 19970817 26405000.00 163711.00 7.440000 0.00 0.00
[ 3] 19970917 26405000.00 163711.00 7.440000 0.00 0.00
[ 4] 19971017 26405000.00 163711.00 7.440000 0.00 0.00
[ 5] 19971117 26405000.00 163711.00 7.440000 0.00 0.00
[ 6] 19971217 26405000.00 163711.00 7.440000 0.00 0.00
[ 7] 19980117 26405000.00 163711.00 7.440000 0.00 0.00
[ 8] 19980217 26405000.00 163711.00 7.440000 0.00 0.00
[ 9] 19980317 26405000.00 163711.00 7.440000 0.00 0.00
[ 10] 19980417 26405000.00 163711.00 7.440000 0.00 0.00
[ 11] 19980517 26405000.00 163711.00 7.440000 0.00 0.00
[ 12] 19980617 26405000.00 163711.00 7.440000 0.00 0.00
[ 13] 19980717 26405000.00 163711.00 7.440000 0.00 0.00
[ 14] 19980817 26405000.00 163711.00 7.440000 0.00 0.00
[ 15] 19980917 26405000.00 163711.00 7.440000 0.00 0.00
[ 16] 19981017 26405000.00 163711.00 7.440000 0.00 0.00
[ 17] 19981117 26405000.00 163711.00 7.440000 0.00 0.00
[ 18] 19981217 26405000.00 163711.00 7.440000 0.00 0.00
[ 19] 19990117 26405000.00 163711.00 7.440000 0.00 0.00
[ 20] 19990217 26405000.00 163711.00 7.440000 0.00 0.00
[ 21] 19990317 26405000.00 163711.00 7.440000 0.00 0.00
[ 22] 19990417 26405000.00 163711.00 7.440000 0.00 0.00
[ 23] 19990517 26405000.00 163711.00 7.440000 0.00 0.00
[ 24] 19990617 26405000.00 163711.00 7.440000 0.00 0.00
[ 25] 19990717 26405000.00 163711.00 7.440000 0.00 0.00
[ 26] 19990817 26405000.00 163711.00 7.440000 0.00 0.00
[ 27] 19990917 26405000.00 163711.00 7.440000 0.00 0.00
[ 28] 19991017 26405000.00 163711.00 7.440000 0.00 0.00
[ 29] 19991117 26405000.00 163711.00 7.440000 0.00 0.00
[ 30] 19991217 26405000.00 163711.00 7.440000 0.00 0.00
[ 31] 20000117 26405000.00 163711.00 7.440000 0.00 0.00
[ 32] 20000217 26405000.00 163711.00 7.440000 0.00 0.00
[ 33] 20000317 26405000.00 163711.00 7.440000 0.00 0.00
[ 34] 20000417 26405000.00 163711.00 7.440000 0.00 0.00
[ 35] 20000517 26405000.00 163711.00 7.440000 0.00 0.00
[ 36] 20000617 26405000.00 163711.00 7.440000 0.00 0.00
[ 37] 20000717 26405000.00 163711.00 7.440000 0.00 0.00
[ 38] 20000817 26405000.00 163711.00 7.440000 0.00 0.00
[ 39] 20000917 26405000.00 163711.00 7.440000 0.00 0.00
<CAPTION>
Month PayDate Principal Total Gross Total Prepay Prepay Prepay
Cash Cash Penalty Penalty YM Penalty %
<S> <C> <C> <C> <C> <C> <C>
[ 0] 19970617
[ 1] 19970717 0.00 163711.00 0.00 0.00 0.00 0.00
[ 2] 19970817 0.00 163711.00 0.00 0.00 0.00 0.00
[ 3] 19970917 0.00 163711.00 0.00 0.00 0.00 0.00
[ 4] 19971017 0.00 163711.00 0.00 0.00 0.00 0.00
[ 5] 19971117 0.00 163711.00 0.00 0.00 0.00 0.00
[ 6] 19971217 0.00 163711.00 0.00 0.00 0.00 0.00
[ 7] 19980117 0.00 163711.00 0.00 0.00 0.00 0.00
[ 8] 19980217 0.00 163711.00 0.00 0.00 0.00 0.00
[ 9] 19980317 0.00 163711.00 0.00 0.00 0.00 0.00
[ 10] 19980417 0.00 163711.00 0.00 0.00 0.00 0.00
[ 11] 19980517 0.00 163711.00 0.00 0.00 0.00 0.00
[ 12] 19980617 0.00 163711.00 0.00 0.00 0.00 0.00
[ 13] 19980717 0.00 163711.00 0.00 0.00 0.00 0.00
[ 14] 19980817 0.00 163711.00 0.00 0.00 0.00 0.00
[ 15] 19980917 0.00 163711.00 0.00 0.00 0.00 0.00
[ 16] 19981017 0.00 163711.00 0.00 0.00 0.00 0.00
[ 17] 19981117 0.00 163711.00 0.00 0.00 0.00 0.00
[ 18] 19981217 0.00 163711.00 0.00 0.00 0.00 0.00
[ 19] 19990117 0.00 163711.00 0.00 0.00 0.00 0.00
[ 20] 19990217 0.00 163711.00 0.00 0.00 0.00 0.00
[ 21] 19990317 0.00 163711.00 0.00 0.00 0.00 0.00
[ 22] 19990417 0.00 163711.00 0.00 0.00 0.00 0.00
[ 23] 19990517 0.00 163711.00 0.00 0.00 0.00 0.00
[ 24] 19990617 0.00 163711.00 0.00 0.00 0.00 0.00
[ 25] 19990717 0.00 163711.00 0.00 0.00 0.00 0.00
[ 26] 19990817 0.00 163711.00 0.00 0.00 0.00 0.00
[ 27] 19990917 0.00 163711.00 0.00 0.00 0.00 0.00
[ 28] 19991017 0.00 163711.00 0.00 0.00 0.00 0.00
[ 29] 19991117 0.00 163711.00 0.00 0.00 0.00 0.00
[ 30] 19991217 0.00 163711.00 0.00 0.00 0.00 0.00
[ 31] 20000117 0.00 163711.00 0.00 0.00 0.00 0.00
[ 32] 20000217 0.00 163711.00 0.00 0.00 0.00 0.00
[ 33] 20000317 0.00 163711.00 0.00 0.00 0.00 0.00
[ 34] 20000417 0.00 163711.00 0.00 0.00 0.00 0.00
[ 35] 20000517 0.00 163711.00 0.00 0.00 0.00 0.00
[ 36] 20000617 0.00 163711.00 0.00 0.00 0.00 0.00
[ 37] 20000717 0.00 163711.00 0.00 0.00 0.00 0.00
[ 38] 20000817 0.00 163711.00 0.00 0.00 0.00 0.00
[ 39] 20000917 0.00 163711.00 0.00 0.00 0.00 0.00
</TABLE>
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 87
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
Printed on 07/01/97 Page 20
Time Created: 07/01/97 16:54:57
>> Balloon: 100% extended for 0 Mos.
********* BOND: AMRESCO FPRICING E
<TABLE>
<CAPTION>
Month PayDate Ending Interest Coupon Amortization Prepay
Balance Principal Principal
<S> <C> <C> <C> <C> <C>
[ 40] 20001017 26405000.00 163711.00 7.440000 0.00 0.00
[ 41] 20001117 26405000.00 163711.00 7.440000 0.00 0.00
[ 42] 20001217 26405000.00 163711.00 7.440000 0.00 0.00
[ 43] 20010117 26405000.00 163711.00 7.440000 0.00 0.00
[ 44] 20010217 26405000.00 163711.00 7.440000 0.00 0.00
[ 45] 20010317 26405000.00 163711.00 7.440000 0.00 0.00
[ 46] 20010417 26405000.00 163711.00 7.440000 0.00 0.00
[ 47] 20010517 26405000.00 163711.00 7.440000 0.00 0.00
[ 48] 20010617 26405000.00 163711.00 7.440000 0.00 0.00
[ 49] 20010717 26405000.00 163711.00 7.440000 0.00 0.00
[ 50] 20010817 26405000.00 163711.00 7.440000 0.00 0.00
[ 51] 20010917 26405000.00 163711.00 7.440000 0.00 0.00
[ 52] 20011017 26405000.00 163711.00 7.440000 0.00 0.00
[ 53] 20011117 26405000.00 163711.00 7.440000 0.00 0.00
[ 54] 20011217 26405000.00 163711.00 7.440000 0.00 0.00
[ 55] 20020117 26405000.00 163711.00 7.440000 0.00 0.00
[ 56] 20020217 26405000.00 163711.00 7.440000 0.00 0.00
[ 57] 20020317 26405000.00 163711.00 7.440000 0.00 0.00
[ 58] 20020417 26405000.00 163711.00 7.440000 0.00 0.00
[ 59] 20020517 26405000.00 163711.00 7.440000 0.00 0.00
[ 60] 20020617 26405000.00 163711.00 7.440000 0.00 0.00
[ 61] 20020717 26405000.00 163711.00 7.440000 0.00 0.00
[ 62] 20020817 26405000.00 163711.00 7.440000 0.00 0.00
[ 63] 20020917 26405000.00 163711.00 7.440000 0.00 0.00
[ 64] 20021017 26405000.00 163711.00 7.440000 0.00 0.00
[ 65] 20021117 26405000.00 163711.00 7.440000 0.00 0.00
[ 66] 20021217 26405000.00 163711.00 7.440000 0.00 0.00
[ 67] 20030117 26405000.00 163711.00 7.440000 0.00 0.00
[ 68] 20030217 26405000.00 163711.00 7.440000 0.00 0.00
[ 69] 20030317 26405000.00 163711.00 7.440000 0.00 0.00
[ 70] 20030417 26405000.00 163711.00 7.440000 0.00 0.00
[ 71] 20030517 26405000.00 163711.00 7.440000 0.00 0.00
[ 72] 20030617 26405000.00 163711.00 7.440000 0.00 0.00
[ 73] 20030717 26405000.00 163711.00 7.440000 0.00 0.00
[ 74] 20030817 26405000.00 163711.00 7.440000 0.00 0.00
[ 75] 20030917 26405000.00 163711.00 7.440000 0.00 0.00
[ 76] 20031017 26405000.00 163711.00 7.440000 0.00 0.00
[ 77] 20031117 26405000.00 163711.00 7.440000 0.00 0.00
[ 78] 20031217 26405000.00 163711.00 7.440000 0.00 0.00
[ 79] 20040117 26405000.00 163711.00 7.440000 0.00 0.00
<CAPTION>
Month PayDate Principal Total Gross Total Prepay Prepay Prepay
Cash Cash Penalty Penalty YM Penalty %
<S> <C> <C> <C> <C> <C> <C>
[ 40] 20001017 0.00 163711.00 0.00 0.00 0.00 0.00
[ 41] 20001117 0.00 163711.00 0.00 0.00 0.00 0.00
[ 42] 20001217 0.00 163711.00 0.00 0.00 0.00 0.00
[ 43] 20010117 0.00 163711.00 0.00 0.00 0.00 0.00
[ 44] 20010217 0.00 163711.00 0.00 0.00 0.00 0.00
[ 45] 20010317 0.00 163711.00 0.00 0.00 0.00 0.00
[ 46] 20010417 0.00 163711.00 0.00 0.00 0.00 0.00
[ 47] 20010517 0.00 163711.00 0.00 0.00 0.00 0.00
[ 48] 20010617 0.00 163711.00 0.00 0.00 0.00 0.00
[ 49] 20010717 0.00 163711.00 0.00 0.00 0.00 0.00
[ 50] 20010817 0.00 163711.00 0.00 0.00 0.00 0.00
[ 51] 20010917 0.00 163711.00 0.00 0.00 0.00 0.00
[ 52] 20011017 0.00 163711.00 0.00 0.00 0.00 0.00
[ 53] 20011117 0.00 163711.00 0.00 0.00 0.00 0.00
[ 54] 20011217 0.00 163711.00 0.00 0.00 0.00 0.00
[ 55] 20020117 0.00 163711.00 0.00 0.00 0.00 0.00
[ 56] 20020217 0.00 163711.00 0.00 0.00 0.00 0.00
[ 57] 20020317 0.00 163711.00 0.00 0.00 0.00 0.00
[ 58] 20020417 0.00 163711.00 0.00 0.00 0.00 0.00
[ 59] 20020517 0.00 163711.00 0.00 0.00 0.00 0.00
[ 60] 20020617 0.00 163711.00 0.00 0.00 0.00 0.00
[ 61] 20020717 0.00 163711.00 0.00 0.00 0.00 0.00
[ 62] 20020817 0.00 163711.00 0.00 0.00 0.00 0.00
[ 63] 20020917 0.00 163711.00 0.00 0.00 0.00 0.00
[ 64] 20021017 0.00 163711.00 0.00 0.00 0.00 0.00
[ 65] 20021117 0.00 163711.00 0.00 0.00 0.00 0.00
[ 66] 20021217 0.00 163711.00 0.00 0.00 0.00 0.00
[ 67] 20030117 0.00 163711.00 0.00 0.00 0.00 0.00
[ 68] 20030217 0.00 163711.00 0.00 0.00 0.00 0.00
[ 69] 20030317 0.00 163711.00 0.00 0.00 0.00 0.00
[ 70] 20030417 0.00 163711.00 0.00 0.00 0.00 0.00
[ 71] 20030517 0.00 163711.00 0.00 0.00 0.00 0.00
[ 72] 20030617 0.00 163711.00 0.00 0.00 0.00 0.00
[ 73] 20030717 0.00 163711.00 0.00 0.00 0.00 0.00
[ 74] 20030817 0.00 163711.00 0.00 0.00 0.00 0.00
[ 75] 20030917 0.00 163711.00 0.00 0.00 0.00 0.00
[ 76] 20031017 0.00 163711.00 0.00 0.00 0.00 0.00
[ 77] 20031117 0.00 163711.00 0.00 0.00 0.00 0.00
[ 78] 20031217 0.00 163711.00 0.00 0.00 0.00 0.00
[ 79] 20040117 0.00 163711.00 0.00 0.00 0.00 0.00
</TABLE>
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 88
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
Printed on 07/01/97 Page 21
Time Created: 07/01/97 16:54:57
>> Balloon: 100% extended for 0 Mos.
********* BOND: AMRESCO FPRICING E
<TABLE>
<CAPTION>
Month PayDate Ending Interest Coupon Amortization Prepay
Balance Principal Principal
<S> <C> <C> <C> <C> <C>
[ 80] 20040217 26405000.00 163711.00 7.440000 0.00 0.00
[ 81] 20040317 26405000.00 163711.00 7.440000 0.00 0.00
[ 82] 20040417 26405000.00 163711.00 7.440000 0.00 0.00
[ 83] 20040517 26405000.00 163711.00 7.440000 0.00 0.00
[ 84] 20040617 26405000.00 163711.00 7.440000 0.00 0.00
[ 85] 20040717 26405000.00 163711.00 7.440000 0.00 0.00
[ 86] 20040817 26405000.00 163711.00 7.440000 0.00 0.00
[ 87] 20040917 26405000.00 163711.00 7.440000 0.00 0.00
[ 88] 20041017 26405000.00 163711.00 7.440000 0.00 0.00
[ 89] 20041117 26405000.00 163711.00 7.440000 0.00 0.00
[ 90] 20041217 26405000.00 163711.00 7.440000 0.00 0.00
[ 91] 20050117 26405000.00 163711.00 7.440000 0.00 0.00
[ 92] 20050217 26405000.00 163711.00 7.440000 0.00 0.00
[ 93] 20050317 26405000.00 163711.00 7.440000 0.00 0.00
[ 94] 20050417 26405000.00 163711.00 7.440000 0.00 0.00
[ 95] 20050517 26405000.00 163711.00 7.440000 0.00 0.00
[ 96] 20050617 26405000.00 163711.00 7.440000 0.00 0.00
[ 97] 20050717 26405000.00 163711.00 7.440000 0.00 0.00
[ 98] 20050817 26405000.00 163711.00 7.440000 0.00 0.00
[ 99] 20050917 26405000.00 163711.00 7.440000 0.00 0.00
[100] 20051017 26405000.00 163711.00 7.440000 0.00 0.00
[101] 20051117 26405000.00 163711.00 7.440000 0.00 0.00
[102] 20051217 26405000.00 163711.00 7.440000 0.00 0.00
[103] 20060117 26405000.00 163711.00 7.440000 0.00 0.00
[104] 20060217 26405000.00 163711.00 7.440000 0.00 0.00
[105] 20060317 26405000.00 163711.00 7.440000 0.00 0.00
[106] 20060417 26405000.00 163711.00 7.440000 0.00 0.00
[107] 20060517 26405000.00 163711.00 7.440000 0.00 0.00
[108] 20060617 26405000.00 163711.00 7.440000 0.00 0.00
[109] 20060717 26405000.00 163711.00 7.440000 0.00 0.00
[110] 20060817 26405000.00 163711.00 7.440000 0.00 0.00
[111] 20060917 26405000.00 163711.00 7.440000 0.00 0.00
[112] 20061017 26405000.00 163711.00 7.440000 0.00 0.00
[113] 20061117 26405000.00 163711.00 7.440000 0.00 0.00
[114] 20061217 26405000.00 163711.00 7.440000 0.00 0.00
[115] 20070117 26405000.00 163711.00 7.440000 0.00 0.00
[116] 20070217 26405000.00 163711.00 7.440000 0.00 0.00
[117] 20070317 26405000.00 163711.00 7.440000 0.00 0.00
[118] 20070417 0.00 163711.00 7.440000 26405000.00 0.00
<CAPTION>
Month PayDate Principal Total Gross Total Prepay Prepay Prepay
Cash Cash Penalty Penalty YM Penalty %
<S> <C> <C> <C> <C> <C> <C>
[ 80] 20040217 0.00 163711.00 0.00 0.00 0.00 0.00
[ 81] 20040317 0.00 163711.00 0.00 0.00 0.00 0.00
[ 82] 20040417 0.00 163711.00 0.00 0.00 0.00 0.00
[ 83] 20040517 0.00 163711.00 0.00 0.00 0.00 0.00
[ 84] 20040617 0.00 163711.00 0.00 0.00 0.00 0.00
[ 85] 20040717 0.00 163711.00 0.00 0.00 0.00 0.00
[ 86] 20040817 0.00 163711.00 0.00 0.00 0.00 0.00
[ 87] 20040917 0.00 163711.00 0.00 0.00 0.00 0.00
[ 88] 20041017 0.00 163711.00 0.00 0.00 0.00 0.00
[ 89] 20041117 0.00 163711.00 0.00 0.00 0.00 0.00
[ 90] 20041217 0.00 163711.00 0.00 0.00 0.00 0.00
[ 91] 20050117 0.00 163711.00 0.00 0.00 0.00 0.00
[ 92] 20050217 0.00 163711.00 0.00 0.00 0.00 0.00
[ 93] 20050317 0.00 163711.00 0.00 0.00 0.00 0.00
[ 94] 20050417 0.00 163711.00 0.00 0.00 0.00 0.00
[ 95] 20050517 0.00 163711.00 0.00 0.00 0.00 0.00
[ 96] 20050617 0.00 163711.00 0.00 0.00 0.00 0.00
[ 97] 20050717 0.00 163711.00 0.00 0.00 0.00 0.00
[ 98] 20050817 0.00 163711.00 0.00 0.00 0.00 0.00
[ 99] 20050917 0.00 163711.00 0.00 0.00 0.00 0.00
[100] 20051017 0.00 163711.00 0.00 0.00 0.00 0.00
[101] 20051117 0.00 163711.00 0.00 0.00 0.00 0.00
[102] 20051217 0.00 163711.00 0.00 0.00 0.00 0.00
[103] 20060117 0.00 163711.00 0.00 0.00 0.00 0.00
[104] 20060217 0.00 163711.00 0.00 0.00 0.00 0.00
[105] 20060317 0.00 163711.00 0.00 0.00 0.00 0.00
[106] 20060417 0.00 163711.00 0.00 0.00 0.00 0.00
[107] 20060517 0.00 163711.00 0.00 0.00 0.00 0.00
[108] 20060617 0.00 163711.00 0.00 0.00 0.00 0.00
[109] 20060717 0.00 163711.00 0.00 0.00 0.00 0.00
[110] 20060817 0.00 163711.00 0.00 0.00 0.00 0.00
[111] 20060917 0.00 163711.00 0.00 0.00 0.00 0.00
[112] 20061017 0.00 163711.00 0.00 0.00 0.00 0.00
[113] 20061117 0.00 163711.00 0.00 0.00 0.00 0.00
[114] 20061217 0.00 163711.00 0.00 0.00 0.00 0.00
[115] 20070117 0.00 163711.00 0.00 0.00 0.00 0.00
[116] 20070217 0.00 163711.00 0.00 0.00 0.00 0.00
[117] 20070317 0.00 163711.00 0.00 0.00 0.00 0.00
[118] 20070417 26405000.00 26568711.00 0.00 0.00 0.00 0.00
</TABLE>
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 89
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
Printed on 07/01/97 Page 22
Time Created: 07/01/97 16:54:57
>> Balloon: 100% extended for 0 Mos.
********* BOND: AMRESCO FPRICING F
<TABLE>
<CAPTION>
Month PayDate Ending Interest Coupon Amortization Prepay
Balance Principal Principal
<S> <C> <C> <C> <C> <C>
[ 0] 19970617 9601000.00
[ 1] 19970717 9601000.00 61126.37 7.640000 0.00 0.00
[ 2] 19970817 9601000.00 61126.37 7.640000 0.00 0.00
[ 3] 19970917 9601000.00 61126.37 7.640000 0.00 0.00
[ 4] 19971017 9601000.00 61126.37 7.640000 0.00 0.00
[ 5] 19971117 9601000.00 61126.37 7.640000 0.00 0.00
[ 6] 19971217 9601000.00 61126.37 7.640000 0.00 0.00
[ 7] 19980117 9601000.00 61126.37 7.640000 0.00 0.00
[ 8] 19980217 9601000.00 61126.37 7.640000 0.00 0.00
[ 9] 19980317 9601000.00 61126.37 7.640000 0.00 0.00
[ 10] 19980417 9601000.00 61126.37 7.640000 0.00 0.00
[ 11] 19980517 9601000.00 61126.37 7.640000 0.00 0.00
[ 12] 19980617 9601000.00 61126.37 7.640000 0.00 0.00
[ 13] 19980717 9601000.00 61126.37 7.640000 0.00 0.00
[ 14] 19980817 9601000.00 61126.37 7.640000 0.00 0.00
[ 15] 19980917 9601000.00 61126.37 7.640000 0.00 0.00
[ 16] 19981017 9601000.00 61126.37 7.640000 0.00 0.00
[ 17] 19981117 9601000.00 61126.37 7.640000 0.00 0.00
[ 18] 19981217 9601000.00 61126.37 7.640000 0.00 0.00
[ 19] 19990117 9601000.00 61126.37 7.640000 0.00 0.00
[ 20] 19990217 9601000.00 61126.37 7.640000 0.00 0.00
[ 21] 19990317 9601000.00 61126.37 7.640000 0.00 0.00
[ 22] 19990417 9601000.00 61126.37 7.640000 0.00 0.00
[ 23] 19990517 9601000.00 61126.37 7.640000 0.00 0.00
[ 24] 19990617 9601000.00 61126.37 7.640000 0.00 0.00
[ 25] 19990717 9601000.00 61126.37 7.640000 0.00 0.00
[ 26] 19990817 9601000.00 61126.37 7.640000 0.00 0.00
[ 27] 19990917 9601000.00 61126.37 7.640000 0.00 0.00
[ 28] 19991017 9601000.00 61126.37 7.640000 0.00 0.00
[ 29] 19991117 9601000.00 61126.37 7.640000 0.00 0.00
[ 30] 19991217 9601000.00 61126.37 7.640000 0.00 0.00
[ 31] 20000117 9601000.00 61126.37 7.640000 0.00 0.00
[ 32] 20000217 9601000.00 61126.37 7.640000 0.00 0.00
[ 33] 20000317 9601000.00 61126.37 7.640000 0.00 0.00
[ 34] 20000417 9601000.00 61126.37 7.640000 0.00 0.00
[ 35] 20000517 9601000.00 61126.37 7.640000 0.00 0.00
[ 36] 20000617 9601000.00 61126.37 7.640000 0.00 0.00
[ 37] 20000717 9601000.00 61126.37 7.640000 0.00 0.00
[ 38] 20000817 9601000.00 61126.37 7.640000 0.00 0.00
[ 39] 20000917 9601000.00 61126.37 7.640000 0.00 0.00
<CAPTION>
Month PayDate Principal Total Gross Total Prepay Prepay Prepay
Cash Cash Penalty Penalty YM Penalty %
<S> <C> <C> <C> <C> <C> <C>
[ 0] 19970617
[ 1] 19970717 0.00 61126.37 0.00 0.00 0.00 0.00
[ 2] 19970817 0.00 61126.37 0.00 0.00 0.00 0.00
[ 3] 19970917 0.00 61126.37 0.00 0.00 0.00 0.00
[ 4] 19971017 0.00 61126.37 0.00 0.00 0.00 0.00
[ 5] 19971117 0.00 61126.37 0.00 0.00 0.00 0.00
[ 6] 19971217 0.00 61126.37 0.00 0.00 0.00 0.00
[ 7] 19980117 0.00 61126.37 0.00 0.00 0.00 0.00
[ 8] 19980217 0.00 61126.37 0.00 0.00 0.00 0.00
[ 9] 19980317 0.00 61126.37 0.00 0.00 0.00 0.00
[ 10] 19980417 0.00 61126.37 0.00 0.00 0.00 0.00
[ 11] 19980517 0.00 61126.37 0.00 0.00 0.00 0.00
[ 12] 19980617 0.00 61126.37 0.00 0.00 0.00 0.00
[ 13] 19980717 0.00 61126.37 0.00 0.00 0.00 0.00
[ 14] 19980817 0.00 61126.37 0.00 0.00 0.00 0.00
[ 15] 19980917 0.00 61126.37 0.00 0.00 0.00 0.00
[ 16] 19981017 0.00 61126.37 0.00 0.00 0.00 0.00
[ 17] 19981117 0.00 61126.37 0.00 0.00 0.00 0.00
[ 18] 19981217 0.00 61126.37 0.00 0.00 0.00 0.00
[ 19] 19990117 0.00 61126.37 0.00 0.00 0.00 0.00
[ 20] 19990217 0.00 61126.37 0.00 0.00 0.00 0.00
[ 21] 19990317 0.00 61126.37 0.00 0.00 0.00 0.00
[ 22] 19990417 0.00 61126.37 0.00 0.00 0.00 0.00
[ 23] 19990517 0.00 61126.37 0.00 0.00 0.00 0.00
[ 24] 19990617 0.00 61126.37 0.00 0.00 0.00 0.00
[ 25] 19990717 0.00 61126.37 0.00 0.00 0.00 0.00
[ 26] 19990817 0.00 61126.37 0.00 0.00 0.00 0.00
[ 27] 19990917 0.00 61126.37 0.00 0.00 0.00 0.00
[ 28] 19991017 0.00 61126.37 0.00 0.00 0.00 0.00
[ 29] 19991117 0.00 61126.37 0.00 0.00 0.00 0.00
[ 30] 19991217 0.00 61126.37 0.00 0.00 0.00 0.00
[ 31] 20000117 0.00 61126.37 0.00 0.00 0.00 0.00
[ 32] 20000217 0.00 61126.37 0.00 0.00 0.00 0.00
[ 33] 20000317 0.00 61126.37 0.00 0.00 0.00 0.00
[ 34] 20000417 0.00 61126.37 0.00 0.00 0.00 0.00
[ 35] 20000517 0.00 61126.37 0.00 0.00 0.00 0.00
[ 36] 20000617 0.00 61126.37 0.00 0.00 0.00 0.00
[ 37] 20000717 0.00 61126.37 0.00 0.00 0.00 0.00
[ 38] 20000817 0.00 61126.37 0.00 0.00 0.00 0.00
[ 39] 20000917 0.00 61126.37 0.00 0.00 0.00 0.00
</TABLE>
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 90
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
Printed on 07/01/97 Page 23
Time Created: 07/01/97 16:54:57
>> Balloon: 100% extended for 0 Mos.
********* BOND: AMRESCO FPRICING F
<TABLE>
<CAPTION>
Month PayDate Ending Interest Coupon Amortization Prepay
Balance Principal Principal
<S> <C> <C> <C> <C> <C>
[ 40] 20001017 9601000.00 61126.37 7.640000 0.00 0.00
[ 41] 20001117 9601000.00 61126.37 7.640000 0.00 0.00
[ 42] 20001217 9601000.00 61126.37 7.640000 0.00 0.00
[ 43] 20010117 9601000.00 61126.37 7.640000 0.00 0.00
[ 44] 20010217 9601000.00 61126.37 7.640000 0.00 0.00
[ 45] 20010317 9601000.00 61126.37 7.640000 0.00 0.00
[ 46] 20010417 9601000.00 61126.37 7.640000 0.00 0.00
[ 47] 20010517 9601000.00 61126.37 7.640000 0.00 0.00
[ 48] 20010617 9601000.00 61126.37 7.640000 0.00 0.00
[ 49] 20010717 9601000.00 61126.37 7.640000 0.00 0.00
[ 50] 20010817 9601000.00 61126.37 7.640000 0.00 0.00
[ 51] 20010917 9601000.00 61126.37 7.640000 0.00 0.00
[ 52] 20011017 9601000.00 61126.37 7.640000 0.00 0.00
[ 53] 20011117 9601000.00 61126.37 7.640000 0.00 0.00
[ 54] 20011217 9601000.00 61126.37 7.640000 0.00 0.00
[ 55] 20020117 9601000.00 61126.37 7.640000 0.00 0.00
[ 56] 20020217 9601000.00 61126.37 7.640000 0.00 0.00
[ 57] 20020317 9601000.00 61126.37 7.640000 0.00 0.00
[ 58] 20020417 9601000.00 61126.37 7.640000 0.00 0.00
[ 59] 20020517 9601000.00 61126.37 7.640000 0.00 0.00
[ 60] 20020617 9601000.00 61126.37 7.640000 0.00 0.00
[ 61] 20020717 9601000.00 61126.37 7.640000 0.00 0.00
[ 62] 20020817 9601000.00 61126.37 7.640000 0.00 0.00
[ 63] 20020917 9601000.00 61126.37 7.640000 0.00 0.00
[ 64] 20021017 9601000.00 61126.37 7.640000 0.00 0.00
[ 65] 20021117 9601000.00 61126.37 7.640000 0.00 0.00
[ 66] 20021217 9601000.00 61126.37 7.640000 0.00 0.00
[ 67] 20030117 9601000.00 61126.37 7.640000 0.00 0.00
[ 68] 20030217 9601000.00 61126.37 7.640000 0.00 0.00
[ 69] 20030317 9601000.00 61126.37 7.640000 0.00 0.00
[ 70] 20030417 9601000.00 61126.37 7.640000 0.00 0.00
[ 71] 20030517 9601000.00 61126.37 7.640000 0.00 0.00
[ 72] 20030617 9601000.00 61126.37 7.640000 0.00 0.00
[ 73] 20030717 9601000.00 61126.37 7.640000 0.00 0.00
[ 74] 20030817 9601000.00 61126.37 7.640000 0.00 0.00
[ 75] 20030917 9601000.00 61126.37 7.640000 0.00 0.00
[ 76] 20031017 9601000.00 61126.37 7.640000 0.00 0.00
[ 77] 20031117 9601000.00 61126.37 7.640000 0.00 0.00
[ 78] 20031217 9601000.00 61126.37 7.640000 0.00 0.00
[ 79] 20040117 9601000.00 61126.37 7.640000 0.00 0.00
<CAPTION>
Month PayDate Principal Total Gross Total Prepay Prepay Prepay
Cash Cash Penalty Penalty YM Penalty %
<S> <C> <C> <C> <C> <C> <C>
[ 40] 20001017 0.00 61126.37 0.00 0.00 0.00 0.00
[ 41] 20001117 0.00 61126.37 0.00 0.00 0.00 0.00
[ 42] 20001217 0.00 61126.37 0.00 0.00 0.00 0.00
[ 43] 20010117 0.00 61126.37 0.00 0.00 0.00 0.00
[ 44] 20010217 0.00 61126.37 0.00 0.00 0.00 0.00
[ 45] 20010317 0.00 61126.37 0.00 0.00 0.00 0.00
[ 46] 20010417 0.00 61126.37 0.00 0.00 0.00 0.00
[ 47] 20010517 0.00 61126.37 0.00 0.00 0.00 0.00
[ 48] 20010617 0.00 61126.37 0.00 0.00 0.00 0.00
[ 49] 20010717 0.00 61126.37 0.00 0.00 0.00 0.00
[ 50] 20010817 0.00 61126.37 0.00 0.00 0.00 0.00
[ 51] 20010917 0.00 61126.37 0.00 0.00 0.00 0.00
[ 52] 20011017 0.00 61126.37 0.00 0.00 0.00 0.00
[ 53] 20011117 0.00 61126.37 0.00 0.00 0.00 0.00
[ 54] 20011217 0.00 61126.37 0.00 0.00 0.00 0.00
[ 55] 20020117 0.00 61126.37 0.00 0.00 0.00 0.00
[ 56] 20020217 0.00 61126.37 0.00 0.00 0.00 0.00
[ 57] 20020317 0.00 61126.37 0.00 0.00 0.00 0.00
[ 58] 20020417 0.00 61126.37 0.00 0.00 0.00 0.00
[ 59] 20020517 0.00 61126.37 0.00 0.00 0.00 0.00
[ 60] 20020617 0.00 61126.37 0.00 0.00 0.00 0.00
[ 61] 20020717 0.00 61126.37 0.00 0.00 0.00 0.00
[ 62] 20020817 0.00 61126.37 0.00 0.00 0.00 0.00
[ 63] 20020917 0.00 61126.37 0.00 0.00 0.00 0.00
[ 64] 20021017 0.00 61126.37 0.00 0.00 0.00 0.00
[ 65] 20021117 0.00 61126.37 0.00 0.00 0.00 0.00
[ 66] 20021217 0.00 61126.37 0.00 0.00 0.00 0.00
[ 67] 20030117 0.00 61126.37 0.00 0.00 0.00 0.00
[ 68] 20030217 0.00 61126.37 0.00 0.00 0.00 0.00
[ 69] 20030317 0.00 61126.37 0.00 0.00 0.00 0.00
[ 70] 20030417 0.00 61126.37 0.00 0.00 0.00 0.00
[ 71] 20030517 0.00 61126.37 0.00 0.00 0.00 0.00
[ 72] 20030617 0.00 61126.37 0.00 0.00 0.00 0.00
[ 73] 20030717 0.00 61126.37 0.00 0.00 0.00 0.00
[ 74] 20030817 0.00 61126.37 0.00 0.00 0.00 0.00
[ 75] 20030917 0.00 61126.37 0.00 0.00 0.00 0.00
[ 76] 20031017 0.00 61126.37 0.00 0.00 0.00 0.00
[ 77] 20031117 0.00 61126.37 0.00 0.00 0.00 0.00
[ 78] 20031217 0.00 61126.37 0.00 0.00 0.00 0.00
[ 79] 20040117 0.00 61126.37 0.00 0.00 0.00 0.00
</TABLE>
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 91
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
Printed on 07/01/97 Page 24
Time Created: 07/01/97 16:54:57
>> Balloon: 100% extended for 0 Mos.
********* BOND: AMRESCO FPRICING F
<TABLE>
<CAPTION>
Month PayDate Ending Interest Coupon Amortization Prepay
Balance Principal Principal
<S> <C> <C> <C> <C> <C>
[ 80] 20040217 9601000.00 61126.37 7.640000 0.00 0.00
[ 81] 20040317 9601000.00 61126.37 7.640000 0.00 0.00
[ 82] 20040417 9601000.00 61126.37 7.640000 0.00 0.00
[ 83] 20040517 9601000.00 61126.37 7.640000 0.00 0.00
[ 84] 20040617 9601000.00 61126.37 7.640000 0.00 0.00
[ 85] 20040717 9601000.00 61126.37 7.640000 0.00 0.00
[ 86] 20040817 9601000.00 61126.37 7.640000 0.00 0.00
[ 87] 20040917 9601000.00 61126.37 7.640000 0.00 0.00
[ 88] 20041017 9601000.00 61126.37 7.640000 0.00 0.00
[ 89] 20041117 9601000.00 61126.37 7.640000 0.00 0.00
[ 90] 20041217 9601000.00 61126.37 7.640000 0.00 0.00
[ 91] 20050117 9601000.00 61126.37 7.640000 0.00 0.00
[ 92] 20050217 9601000.00 61126.37 7.640000 0.00 0.00
[ 93] 20050317 9601000.00 61126.37 7.640000 0.00 0.00
[ 94] 20050417 9601000.00 61126.37 7.640000 0.00 0.00
[ 95] 20050517 9601000.00 61126.37 7.640000 0.00 0.00
[ 96] 20050617 9601000.00 61126.37 7.640000 0.00 0.00
[ 97] 20050717 9601000.00 61126.37 7.640000 0.00 0.00
[ 98] 20050817 9601000.00 61126.37 7.640000 0.00 0.00
[ 99] 20050917 9601000.00 61126.37 7.640000 0.00 0.00
[100] 20051017 9601000.00 61126.37 7.640000 0.00 0.00
[101] 20051117 9601000.00 61126.37 7.640000 0.00 0.00
[102] 20051217 9601000.00 61126.37 7.640000 0.00 0.00
[103] 20060117 9601000.00 61126.37 7.640000 0.00 0.00
[104] 20060217 9601000.00 61126.37 7.640000 0.00 0.00
[105] 20060317 9601000.00 61126.37 7.640000 0.00 0.00
[106] 20060417 9601000.00 61126.37 7.640000 0.00 0.00
[107] 20060517 9601000.00 61126.37 7.640000 0.00 0.00
[108] 20060617 9601000.00 61126.37 7.640000 0.00 0.00
[109] 20060717 9601000.00 61126.37 7.640000 0.00 0.00
[110] 20060817 9601000.00 61126.37 7.640000 0.00 0.00
[111] 20060917 9601000.00 61126.37 7.640000 0.00 0.00
[112] 20061017 9601000.00 61126.37 7.640000 0.00 0.00
[113] 20061117 9601000.00 61126.37 7.640000 0.00 0.00
[114] 20061217 9601000.00 61126.37 7.640000 0.00 0.00
[115] 20070117 9601000.00 61126.37 7.640000 0.00 0.00
[116] 20070217 9601000.00 61126.37 7.640000 0.00 0.00
[117] 20070317 9601000.00 61126.37 7.640000 0.00 0.00
[118] 20070417 9193070.25 61126.37 7.640000 407929.75 0.00
[119] 20070517 0.00 58529.21 7.640000 9193070.25 0.00
<CAPTION>
Month PayDate Principal Total Gross Total Prepay Prepay Prepay
Cash Cash Penalty Penalty YM Penalty %
<S> <C> <C> <C> <C> <C> <C>
[ 80] 20040217 0.00 61126.37 0.00 0.00 0.00 0.00
[ 81] 20040317 0.00 61126.37 0.00 0.00 0.00 0.00
[ 82] 20040417 0.00 61126.37 0.00 0.00 0.00 0.00
[ 83] 20040517 0.00 61126.37 0.00 0.00 0.00 0.00
[ 84] 20040617 0.00 61126.37 0.00 0.00 0.00 0.00
[ 85] 20040717 0.00 61126.37 0.00 0.00 0.00 0.00
[ 86] 20040817 0.00 61126.37 0.00 0.00 0.00 0.00
[ 87] 20040917 0.00 61126.37 0.00 0.00 0.00 0.00
[ 88] 20041017 0.00 61126.37 0.00 0.00 0.00 0.00
[ 89] 20041117 0.00 61126.37 0.00 0.00 0.00 0.00
[ 90] 20041217 0.00 61126.37 0.00 0.00 0.00 0.00
[ 91] 20050117 0.00 61126.37 0.00 0.00 0.00 0.00
[ 92] 20050217 0.00 61126.37 0.00 0.00 0.00 0.00
[ 93] 20050317 0.00 61126.37 0.00 0.00 0.00 0.00
[ 94] 20050417 0.00 61126.37 0.00 0.00 0.00 0.00
[ 95] 20050517 0.00 61126.37 0.00 0.00 0.00 0.00
[ 96] 20050617 0.00 61126.37 0.00 0.00 0.00 0.00
[ 97] 20050717 0.00 61126.37 0.00 0.00 0.00 0.00
[ 98] 20050817 0.00 61126.37 0.00 0.00 0.00 0.00
[ 99] 20050917 0.00 61126.37 0.00 0.00 0.00 0.00
[100] 20051017 0.00 61126.37 0.00 0.00 0.00 0.00
[101] 20051117 0.00 61126.37 0.00 0.00 0.00 0.00
[102] 20051217 0.00 61126.37 0.00 0.00 0.00 0.00
[103] 20060117 0.00 61126.37 0.00 0.00 0.00 0.00
[104] 20060217 0.00 61126.37 0.00 0.00 0.00 0.00
[105] 20060317 0.00 61126.37 0.00 0.00 0.00 0.00
[106] 20060417 0.00 61126.37 0.00 0.00 0.00 0.00
[107] 20060517 0.00 61126.37 0.00 0.00 0.00 0.00
[108] 20060617 0.00 61126.37 0.00 0.00 0.00 0.00
[109] 20060717 0.00 61126.37 0.00 0.00 0.00 0.00
[110] 20060817 0.00 61126.37 0.00 0.00 0.00 0.00
[111] 20060917 0.00 61126.37 0.00 0.00 0.00 0.00
[112] 20061017 0.00 61126.37 0.00 0.00 0.00 0.00
[113] 20061117 0.00 61126.37 0.00 0.00 0.00 0.00
[114] 20061217 0.00 61126.37 0.00 0.00 0.00 0.00
[115] 20070117 0.00 61126.37 0.00 0.00 0.00 0.00
[116] 20070217 0.00 61126.37 0.00 0.00 0.00 0.00
[117] 20070317 0.00 61126.37 0.00 0.00 0.00 0.00
[118] 20070417 407929.75 469056.12 0.00 0.00 0.00 0.00
[119] 20070517 9193070.25 9251599.46 0.00 0.00 0.00 0.00
</TABLE>
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
<PAGE> 92
AMRESCO COMMERCIAL MORTGAGE SECURITIES 1997-C1
Printed on 07/01/97 Page 25
Time Created: 07/01/97 16:54:57
>> Balloon: 100% extended for 0 Mos.
********* BOND: AMRESCO FPRICING F
<TABLE>
<CAPTION>
Month PayDate Ending Interest Coupon Amortization Prepay
Balance Principal Principal
<S> <C> <C> <C> <C> <C>
<CAPTION>
Month PayDate Principal Total Gross Total Prepay Prepay Prepay
Cash Cash Penalty Penalty YM Penalty %
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purchasing any such securities should make their
investment decision based only upon the information provided therein and
consultation with their own advisers. This material is for your private
information and we are not soliciting any action based upon it. This material
is not to be construed as an offer to sell or the solicitation of any offer to
buy security in any jurisdiction where such an offer or solicitation would be
illegal. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it should not be relied
upon as such. By accepting this material the recipient agrees that it will not
distribute or provide the material to any other person. The information
contained in this material may not pertain to any securities that will actually
be sold. The information contained in this material may be based on assumptions
regarding market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. We and our affiliates, officers, directors, partners and employees,
including persons involved in the preparation or issuance of this material may,
from time to time, have long or short positions in, and buy and sell, the
securities mentioned therein or derivatives thereof (including options). This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by Goldman, Sachs & Co. Goldman,
Sachs & Co. is acting as underwriter.
