GS MORTGAGE SECURITIES CORPORATION II, PURCHASER, GOLDMAN SACHS MORTGAGE COMPANY SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of October 1, 2011 Series 2011-GC5Mortgage Loan Purchase Agreement • July 30th, 2012 • GS Mortgage Securities Trust 2011-Gc5 • Asset-backed securities • New York
Representation Mortgage Loan Name and Number Exception (5) Legal, Valid and Binding Obligation White Marlin Mall (No. 23) Due to the indemnity deed of trust structure, the Mortgage secures a guaranty by the Mortgaged Property owner of the Mortgagor’s payments under the Mortgage Note. The Mortgagor under the Mortgage Note does not own the Mortgaged Property, the guarantor under the indemnity deed of trust owns a leasehold interest in the Mortgaged Property. (8) Mortgage Lien Cole Portfolio (No. 8) With respect to each of the Tractor Supply – Nixa Mortgaged Property and the Tractor Supply – Hamilton Mortgaged Property, the related sole tenant has a right of first refusal to purchase all or a portion of the related Mortgaged Property (which right of first refusal is subordinated to the Mortgage Loan). (8) Mortgage Lien Southpark Office Building (No. 37) The sole tenant has an option to purchase the related Mortgaged Property (which purchase option is subordinated to the Mortgage Loan and
GS MORTGAGE SECURITIES CORPORATION II,Pooling and Servicing Agreement • July 30th, 2012 • GS Mortgage Securities Trust 2011-Gc5 • Asset-backed securities • New York
Pooling and Servicing Agreement, dated as of October 1, 2011, among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor, Citibank, N.A., as Certificate Administrator and Deutsche Bank National Trust Company, as Trustee.
GS MORTGAGE SECURITIES CORPORATION II, PURCHASER, CITIGROUP GLOBAL MARKETS REALTY CORP. SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of October 1, 2011 Series 2011-GC5Mortgage Loan Purchase Agreement • July 30th, 2012 • GS Mortgage Securities Trust 2011-Gc5 • Asset-backed securities • New York
Representation Mortgage Loan Name and Number Exception (8) Mortgage Lien Shoppes at Chino Hills (No. 6) The Mortgaged Property is subject to a Development Agreement with the City of Chino Hills that among other things places limitations on the types of uses and square footage of various uses and store sizes. (8) Mortgage Lien 250 Mercer Street (No. 18), Harrison Executive Park (No. 21), All Saints Retail Condo (No. 36) and Merritt 8 (No. 43) In the case of each of these Mortgage Loans, the Mortgaged Property is comprised of one or more condominium units subject to a condominium declaration and the related condominium documents. (8) Mortgage Lien Trinity Square Crossed Portfolio (No. 26) Walgreens, as tenant at Trinity Square, has a right of first refusal to purchase the Trinity Square property. (8) Mortgage Lien ARC Portfolio III (No. 30) In the case of the individual properties known as Tractor Supply-New Boston, Tractor Supply-Demopolis, Provident Bank and CVS-Stony Point, the tenant
ContractPooling and Servicing Agreement • July 30th, 2012 • GS Mortgage Securities Trust 2011-Gc5 • Asset-backed securities
Re: GS Mortgage Securities Trust 2011-GC5, Commercial Mortgage Pass-Through Certificates, Series 2011-GC5 (the “Trust”), issued pursuant to the Pooling and Servicing Agreement dated as of October 1, 2011 (the “Pooling and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as depositor, Deutsche Bank National Trust Company, as trustee, Pentalpha Surveillance LLC, as operating advisor, Citibank, N.A., as certificate administrator, Wells Fargo Bank, National Association, as Master Servicer, and Torchlight Loan Services, LLC, as special servicer
