Common use of Defeasance Provisions Clause in Contracts

Defeasance Provisions. Any Mortgage Loan which contains a provision for any defeasance of mortgage collateral either (A) requires the consent of the holder of the Mortgage Loan to any defeasance, or (B) permits defeasance (i) no earlier than two years after the Closing Date (as defined in the Pooling and Servicing Agreement, dated as of August 1, 1998), (ii) only with substitute collateral constituting "government securities" within the meaning of Treas. Reg. Section 1. 860G-2(a)(8)(i), and (iii) only to facilitate the disposition of mortgage real property and not as a part of an arrangement to collateralize a REMIC offering with obligations that are not real estate mortgages. It is understood and agreed that the representations and warranties set forth in this EXHIBIT B shall survive delivery of the respective Mortgage Files to the Purchaser, the Depositor and/or the Trustee and shall inure to the benefit of the Purchaser, and its successors and assigns (including without limitation the Depositor, the Trustee and the holders of the Certificates), notwithstanding any restrictive or qualified endorsement or assignment. SCHEDULE B-1 TO EXHIBIT B EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES

Defeasance Provisions. Any Mortgage Loan which contains a provision for any defeasance of mortgage collateral either (A) requires the consent of the holder of the Mortgage Loan to any defeasance, or (B) permits defeasance (i) no earlier than two years after the Closing Date (as defined in the Pooling and Servicing Agreement, dated as of August 1, 1998), (ii) only with substitute collateral constituting "government securities" within the meaning of Treas. Reg. Section 1. 860G-2(a)(8)(iss. 1.860G-2(a)(8)(i), and (iii) only to facilitate the disposition of mortgage real property and not as a part of an arrangement to collateralize a REMIC offering with obligations that are not real estate mortgages. It is understood and agreed that the representations and warranties set forth in this EXHIBIT Exhibit B shall survive delivery of the respective Mortgage Files to the Purchaser, the Depositor and/or the Trustee and shall inure to the benefit of the Purchaser, and its successors and assigns (including without limitation the Depositor, the Trustee and the holders of the Certificates), notwithstanding any restrictive or qualified endorsement or assignment. SCHEDULE B-1 TO EXHIBIT B EXCEPTIONS TO REPRESENTATIONS AND WARRANTIESE FORM OF ASSIGNMENT E-1 ASSIGNMENT AGREEMENT This ASSIGNMENT AGREEMENT is made on February 2, 1999 by German American Capital Corporation, a Maryland corporation ("GACC"), to GMAC Commercial Mortgage Securities, Inc., a Delaware corporation (the "Depositor").

Defeasance Provisions. Any Mortgage Loan which contains a provision for any defeasance of mortgage collateral either (A) requires the consent of the holder of the Mortgage Loan to any defeasance, or (B) permits defeasance (i) no earlier than two years after the Closing Date (as defined in the Pooling and Servicing Agreement, dated as of August 1, 1998), (ii) only with substitute collateral constituting "government securities" within the meaning of Treas. Reg. Section 1. 860G-2(a)(8)(i), and (iii) only to facilitate the disposition of mortgage real property and not as a part of an arrangement to collateralize a REMIC offering with obligations that are not real estate mortgages. It is understood and agreed that the representations and warranties set forth in this EXHIBIT B C shall survive delivery of the respective Mortgage Files to the Purchaser, the Depositor Purchaser and/or the Trustee and shall inure to the benefit of the Purchaser, and its successors and assigns (including without limitation the Depositor, the Trustee and the holders of the Certificates), notwithstanding any restrictive or qualified endorsement or assignment. SCHEDULE B-1 C-1 TO EXHIBIT B EXCEPTIONS TO C REPRESENTATIONS AND WARRANTIESWARRANTIES EXCEPTIONS

Defeasance Provisions. Any Mortgage Loan which contains a provision for any defeasance of mortgage collateral either (A) requires the consent of the holder of the Mortgage Loan to any defeasance, or (B) permits defeasance (i) no earlier than two years after the Closing Date (as defined in the Pooling and Servicing Agreement, dated as of August May 1, 1998), (ii) only with substitute collateral constituting "government securities" within the meaning of Treas. Reg. Section 1. 860G-2(a)(8)(iss. 1.860G-2(a)(8)(i), and (iii) only to facilitate the disposition of mortgage real property and not as a part of an arrangement to collateralize a REMIC offering with obligations that are not real estate mortgages. It is understood and agreed that the representations and warranties set forth in this EXHIBIT B Exhibit C shall survive delivery of the respective Mortgage Files to the Purchaser, the Depositor Purchaser and/or the Trustee and shall inure to the benefit of the Purchaser, and its successors and assigns (including without limitation the Depositor, the Trustee and the holders of the Certificates), notwithstanding any restrictive or qualified endorsement or assignment. SCHEDULE B-1 TO C-1 to EXHIBIT B C EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES

Defeasance Provisions. Any Mortgage Loan which contains a provision for any defeasance of mortgage collateral either (A) requires the consent of the holder of the Mortgage Loan to any defeasance, or (B) permits defeasance (i) no earlier than two years after the Closing Date (as defined in the Pooling and Servicing Agreement, dated as of August December 1, 19981997), (ii) only with substitute collateral constituting "government securities" within the meaning of Treas. Reg. Section 1. 860G-2(a)(8)(iss. 1.860G-2(a)(8)(i), and (iii) only to facilitate the disposition of mortgage real property and not as a part of an arrangement to collateralize a REMIC offering with obligations that are not real estate mortgages. It is understood and agreed that the representations and warranties set forth in this EXHIBIT B Exhibit C shall survive delivery of the respective Mortgage Files to the Purchaser, the Depositor Purchaser and/or the Trustee and shall inure to the benefit of the Purchaser, and its successors and assigns (including without limitation the Depositor, the Trustee and the holders of the Certificates), notwithstanding any restrictive or qualified endorsement or assignment. SCHEDULE B-1 C-1 TO EXHIBIT B C EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES

Defeasance Provisions. Any Mortgage Loan which contains a provision for any defeasance of mortgage collateral either (A) requires the consent of the holder of the Mortgage Loan to any defeasance, or (B) permits defeasance (i) no earlier than two years after the Closing Date (as defined in the Pooling and Servicing Agreement, dated as of August 1, 1998), (ii) only with substitute collateral constituting "government securities" within the meaning of Treas. Reg. Section 1. 860G-2(a)(8)(i), and (iii) only to facilitate the disposition of mortgage real property and not as a part of an arrangement to collateralize a REMIC offering with obligations that are not real estate mortgages. It is understood and agreed that the representations and warranties set forth in this EXHIBIT B C shall survive delivery of the respective Mortgage Files to the Purchaser, the Depositor Purchaser and/or the Trustee and shall inure to the benefit of the Purchaser, and its successors and assigns (including without limitation the Depositor, the Trustee and the holders of the Certificates), notwithstanding any restrictive or qualified endorsement or assignment. SCHEDULE B-1 C-1 TO EXHIBIT B C EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES

Defeasance Provisions. Any Mortgage Loan which contains a provision for any defeasance of mortgage collateral either (A) requires the consent of the holder of the Mortgage Loan to any defeasance, or (B) permits defeasance (i) no earlier than two years after the Closing Date (as defined in the Pooling and Servicing Agreement, dated as of August 1, 1998), (ii) only with substitute collateral constituting "government securities" within the meaning of Treas. Reg. Section 1. 860G-2(a)(8)(iss. 1.860G-2(a)(8)(i), and (iii) only to facilitate the disposition of mortgage real property and not as a part of an arrangement to collateralize a REMIC offering with obligations that are not real estate mortgages. It is understood and agreed that the representations and warranties set forth in this EXHIBIT Exhibit B shall survive delivery of the respective Mortgage Files to the Purchaser, the Depositor and/or the Trustee and shall inure to the benefit of the Purchaser, and its successors and assigns (including without limitation the Depositor, the Trustee and the holders of the Certificates), notwithstanding any restrictive or qualified endorsement or assignment. SCHEDULE B-1 TO EXHIBIT B EXCEPTIONS TO REPRESENTATIONS AND WARRANTIESE FORM OF ASSIGNMENT ASSIGNMENT AGREEMENT This ASSIGNMENT AGREEMENT is made on February 2, 1999 by Restructured Asset Certificates with Enhanced Returns, Series 1998-ML Trust, a New York trust ("ML Trust"), to GMAC Commercial Mortgage Securities, Inc., a Delaware corporation (the "Depositor").