EXECUTION COPY
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and
effective as of December 18, 2003, between German American Capital Corporation,
as Mortgage Loan Seller (the "Mortgage Loan Seller" or "GACC") and GMAC
Commercial Mortgage Securities, Inc., as purchaser (the "Purchaser").
The Mortgage Loan Seller desires to sell, assign, transfer and
otherwise convey to the Purchaser, and the Purchaser desires to purchase,
subject to the terms and conditions set forth below, the multifamily and
commercial mortgage loans (the "Mortgage Loans") identified on the schedule
annexed hereto as Exhibit A (the "Mortgage Loan Schedule"). Certain other
multifamily and commercial mortgage loans (the "Other Mortgage Loans") will be
purchased by the Purchaser from (i) GMAC Commercial Mortgage Corporation
("GMACCM"), pursuant to, and for the consideration described in, the Mortgage
Loan Purchase Agreement, dated as of December 18, 2003 (the "GMACCM Mortgage
Loan Purchase Agreement"), between the Purchaser and GMACCM, (ii) Xxxxxx Xxxxxxx
Mortgage Capital, Inc. ("MSMC"), pursuant to, and for the consideration
described in, the Mortgage Loan Purchase Agreement, dated as of December 18,
2003 (the "MSMC Mortgage Loan Purchase Agreement"), between the Purchaser and
MSMC, (iii) Xxxxxxx Sachs Mortgage Company ("GSMC"), pursuant to, and for the
consideration described in, the Mortgage Loan Purchase Agreement, dated as of
December 18, 2003 (the "GSMC Mortgage Loan Purchase Agreement"), between the
Purchaser and GSMC and (iv) Commerzbank AG, New York Branch ("COMBANK"),
pursuant to, and for the consideration described in, the Mortgage Loan Purchase
Agreement, dated as of December 18, 2003 (the "COMBANK Mortgage Loan Purchase
Agreement"), between the Purchaser and COMBANK. The Mortgage Loan Seller,
GMACCM, MSMC, GSMC and COMBANK are collectively referred to as the "Mortgage
Loan Sellers."
It is expected that the Mortgage Loans will be transferred, together
with the Other Mortgage Loans, to a trust fund (the "Trust Fund") to be formed
by the Purchaser, beneficial ownership of which will be evidenced by a series of
mortgage pass-through certificates (the "Certificates"). Certain classes of the
Certificates will be rated by Xxxxx'x Investors Service, Inc., Standard & Poor's
Ratings Services, a division of The XxXxxx-Xxxx Companies and Fitch, Inc.
(together, the "Rating Agencies"). Certain classes of the Certificates (the
"Registered Certificates") will be registered under the Securities Act of 1933,
as amended (the "Securities Act"). The Trust Fund will be created and the
Certificates will be issued pursuant to a pooling and servicing agreement to be
dated as of December 1, 2003 (the "Pooling and Servicing Agreement"), among the
Purchaser, as depositor, GMAC Commercial Mortgage Corporation, as master
servicer (in such capacity, the "Master Servicer") and serviced companion loan
paying agent, Lennar Partners, Inc., as special servicer of the Mortgage Loans
(other than the AFR/Bank of America Portfolio Loan) and the Other Mortgage Loans
(in such capacity, as applicable, the "Special Servicer"), Midland Loan
Services, Inc., as special servicer of the AFR/Bank of America Portfolio Whole
Loan (the "AFR/Bank of America Special Servicer"), LaSalle Bank National
Association, as trustee (the "Trustee") and ABN AMRO Bank N.V., as fiscal agent.
Capitalized terms not otherwise defined herein have the meanings assigned to
them in the Pooling and Servicing Agreement as in effect on the Closing Date.
The Purchaser intends to sell the Class A-1, Class A-2, Class A-3,
Class A-4, Class B, Class C, Class D and Class E Certificates to Deutsche Bank
Securities Inc., Xxxxxxx, Xxxxx & Co. and Xxxxxx Xxxxxxx & Co. Incorporated
(together, the "Underwriters"), pursuant to an underwriting agreement dated the
date hereof (the "Underwriting Agreement"). The Purchaser intends to sell the
Class S-AFR1, Class S-AFR2, Class S-AFR3 and Class S-AFR4 (collectively, the
"Class S-AFR Certificates") and the Class X-1, Class X-2, Class A1-A, Class F,
Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O and Class
P Certificates to Deutsche Bank Securities Inc., Xxxxxxx, Sachs & Co and Xxxxxx
Xxxxxxx & Co. Incorporated. (in such capacity, each an "Initial Purchaser")
pursuant to a certificate purchase agreement, dated the date hereof (the
"Certificate Purchase Agreement"). The Purchaser intends to sell the Class R-I,
Class R-II and Class R-III Certificates to a Qualified Institutional Buyer (in
such capacity, an "Initial Purchaser"). The Class X-1, Class X-2, Class A-1A,
Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O,
Class P, Class S-AFR1, Class S-AFR2, Class S-AFR3, Class S-AFR4, Class R-I,
Class R-II and Class R-III Certificates are collectively referred to as the
"Non-Registered Certificates."
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase.
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The Mortgage Loan Seller agrees to sell, assign, transfer and otherwise
convey to the Purchaser, and the Purchaser agrees to purchase, the Mortgage
Loans. The purchase and sale of the Mortgage Loans shall take place on December
18, 2003 or such other date as shall be mutually acceptable to the parties
hereto (the "Closing Date"). The "Cut-off Date" with respect to any Mortgage
Loan is the Due Date for such Mortgage Loan in December 2003. As of the close of
business on their respective Cut-off Dates (which Cut-off Dates may occur after
the Closing Date), the Mortgage Loans will have an aggregate principal balance
(the "Aggregate Cut-off Date Balance"), after application of all payments of
principal due thereon on or before such date, whether or not received, of
$424,686,475 subject to a variance of plus or minus 5%. The purchase price for
the Mortgage Loans shall be determined by the parties pursuant to an agreed upon
term sheet.
SECTION 2. Conveyance of Mortgage Loans.
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(a) Effective as of the Closing Date, subject only to receipt by the
Mortgage Loan Seller of the purchase price referred to in Section 1 hereof
(exclusive of any applicable holdback for transaction expenses), the
Mortgage Loan Seller does hereby sell, transfer, assign, set over and
otherwise convey to the Purchaser, without recourse, all the right, title
and interest of the Mortgage Loan Seller in and to the Mortgage Loans
identified on the Mortgage Loan Schedule as of such date, including all
interest and principal received or receivable by the Mortgage Loan Seller
on or with respect to the Mortgage Loans after the Cut-off Date for each
such Mortgage Loan, together with all of the Mortgage Loan Seller's right,
title and interest in and to the proceeds of any related title, hazard or
other insurance policies and any escrow, reserve or other comparable
accounts related to the Mortgage Loans. The Purchaser shall be entitled to
(and, to the extent received by or on behalf of the Mortgage Loan Seller,
the Mortgage Loan Seller
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shall deliver or cause to be delivered to or at the direction of the
Purchaser) all scheduled payments of principal and interest due on the
Mortgage Loans after the Cut-off Date for such Mortgage Loan, and all other
recoveries of principal and interest collected thereon after such Cut-off
Date. All scheduled payments of principal and interest due thereon on or
before the Cut-off Date for each Mortgage Loan and collected after such
Cut-off Date shall belong to the Mortgage Loan Seller.
(b) In connection with the Mortgage Loan Seller's assignment pursuant
to subsection (a) above, the Mortgage Loan Seller acknowledges that the
Depositor has directed the Mortgage Loan Seller, and the Mortgage Loan
Seller hereby agrees, to deliver the Mortgage File (as such term is defined
in the Pooling and Servicing Agreement) to the Trustee, and otherwise
comply with the requirements of Sections 2.01(b), 2.01(c) and 2.01(d) of
the Pooling and Servicing Agreement, provided that whenever the term
Mortgage File is used to refer to documents actually received by the
Purchaser or the Trustee, such term shall not be deemed to include such
documents and instruments required to be included therein unless they are
actually so received.
(c) The Mortgage Loan Seller's records will reflect the transfer of
the Mortgage Loans to the Purchaser as a sale.
SECTION 3. Examination of Mortgage Loan Files and Due
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Diligence Review.
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The Mortgage Loan Seller shall reasonably cooperate with any
examination of the Mortgage Files and Servicing Files that may be undertaken by
or on behalf of the Purchaser. The fact that the Purchaser has conducted or has
failed to conduct any partial or complete examination of the Mortgage Files
and/or Servicing Files shall not affect the Purchaser's right to pursue any
remedy available in equity or at law for a breach of the Mortgage Loan Seller's
representations, warranties and covenants set forth in or contemplated by
Section 4.
SECTION 4. Representations, Warranties and Covenants of
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the Mortgage Loan Seller.
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(a) The Mortgage Loan Seller hereby makes, as of the Closing Date (or
as of such other date specifically provided in the particular
representation or warranty), to and for the benefit of the Purchaser and
its successors and assigns (including, without limitation, the Trustee and
the holders of the Certificates), each of the representations and
warranties set forth in Exhibit B with respect to the Mortgage Loans, with
such changes or modifications as may be permitted or required by the Rating
Agencies.
(b) In addition, the Mortgage Loan Seller, as of the date hereof,
hereby represents and warrants to, and covenants with, the Purchaser that:
(i) The Mortgage Loan Seller is a corporation, duly organized, validly
existing, and in good standing under the laws of the State of Maryland, and
is in compliance with the laws of each State in which any Mortgaged
Property is located to the extent necessary to ensure the enforceability of
each Mortgage Loan and to perform its obligations under this Agreement.
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(ii) The execution and delivery of this Agreement by the Mortgage Loan
Seller, and the performance and compliance with the terms of this Agreement
by the Mortgage Loan Seller, will not violate the Mortgage Loan Seller's
organizational documents or constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default) under, or
result in the breach of, any material agreement or other instrument to
which it is a party or which is applicable to it or any of its assets, in
each case which materially and adversely affect the ability of the Mortgage
Loan Seller to carry out the transactions contemplated by this Agreement.
(iii) The Mortgage Loan Seller has the full power and authority to
enter into and consummate all transactions contemplated by this Agreement,
has duly authorized the execution, delivery and performance of this
Agreement, and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by the Purchaser, constitutes a valid, legal and binding
obligation of the Mortgage Loan Seller, enforceable against the Mortgage
Loan Seller in accordance with the terms hereof, subject to (A) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting
the enforcement of creditors' rights generally, (B) general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law, and (C) public policy considerations
underlying the securities laws, to the extent that such public policy
considerations limit the enforceability of the provisions of this Agreement
that purport to provide indemnification for securities laws liabilities.
(v) The Mortgage Loan Seller is not in violation of, and its execution
and delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, any
order or decree of any court or arbiter or any order, regulation or demand
of any federal, state or local governmental or regulatory authority, which
violation, in the Mortgage Loan Seller's good faith and reasonable
judgment, is likely to affect materially and adversely either the ability
of the Mortgage Loan Seller to perform its obligations under this Agreement
or the financial condition of the Mortgage Loan Seller.
(vi) No litigation is pending with regard to which the Mortgage Loan
Seller has received service of process or, to the best of the Mortgage Loan
Seller's knowledge, threatened against the Mortgage Loan Seller the outcome
of which, in the Mortgage Loan Seller's good faith and reasonable judgment,
could reasonably be expected to prohibit the Mortgage Loan Seller from
entering into this Agreement or materially and adversely affect the ability
of the Mortgage Loan Seller to perform its obligations under this
Agreement.
(vii) The Mortgage Loan Seller has not dealt with any broker,
investment banker, agent or other person, other than the Purchaser, the
Underwriters, the Initial Purchasers and their respective affiliates, that
may be entitled to any commission or compensation in connection with the
sale of the Mortgage Loans or the consummation of any of the other
transactions contemplated hereby.
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(viii) Neither the Mortgage Loan Seller nor anyone acting on its
behalf has (A) offered, pledged, sold, disposed of or otherwise transferred
any Certificate, any interest in any Certificate or any other similar
security to any person in any manner, (B) solicited any offer to buy or to
accept a pledge, disposition or other transfer of any Certificate, any
interest in any Certificate or any other similar security from any person
in any manner, (C) otherwise approached or negotiated with respect to any
Certificate, any interest in any Certificate or any other similar security
with any person in any manner, (D) made any general solicitation by means
of general advertising or in any other manner with respect to any
Certificate, any interest in any Certificate or any similar security, or
(E) taken any other action, that (in the case of any of the acts described
in clauses (A) through (E) above) would constitute or result in a violation
of the Securities Act or any state securities law relating to or in
connection with the issuance of the Certificates or require registration or
qualification pursuant to the Securities Act or any state securities law of
any Certificate not otherwise intended to be a Registered Certificate. In
addition, the Mortgage Loan Seller will not act, nor has it authorized or
will it authorize any person to act, in any manner set forth in the
foregoing sentence with respect to any of the Certificates or interests
therein. For purposes of this paragraph 4(b)(viii), the term "similar
security" shall be deemed to include, without limitation, any security
evidencing or, upon issuance, that would have evidenced an interest in the
Mortgage Loans or the Other Mortgage Loans or any substantial number
thereof.
(ix) Insofar as it relates to the Mortgage Loans, the information set
forth on pages A-14 through A-17 inclusive of Annex A to the Prospectus
Supplement (as defined in Section 9) (the "Loan Detail") and, to the extent
consistent therewith, the information set forth on the diskette attached to
the Prospectus Supplement and the accompanying prospectus (the "Diskette"),
is true and correct in all material respects. Insofar as it relates to the
Mortgage Loans (other than the AFR/Bank of America Portfolio Loan (as
defined in the Prospectus Supplement)) and the Mortgaged Properties related
thereto and/or the Mortgage Loan Seller and does not represent a
restatement or aggregation of the information on the Loan Detail, the
information set forth in the Prospectus Supplement and the Memorandum (as
defined in Section 9) under the headings "Summary of Series 2003-C3
Transaction--The Mortgage Pool," "--Geographic Concentrations of the
Mortgaged Properties," "--Property Types," "--Prepayment or Call Protection
Provided by the Mortgage Loans," "--Payment Terms of the Mortgage Loans,"
"Risk Factors," and "Description of the Mortgage Pool," set forth on Annex
A and/or Annex B to the Prospectus Supplement and (to the extent it
contains information consistent with that on such Annex A) set forth on the
Diskette, does not contain any untrue statement of a material fact or (in
the case of the Memorandum, when read together with the other information
specified therein as being available for review by investors) omit to state
any material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. Insofar as it
relates to the AFR/Bank of America Portfolio Whole Loan (as defined in the
Prospectus Supplement) and the Mortgaged Property related thereto and does
not represent a restatement or aggregation of the information on the Loan
Detail, the information set forth in the Prospectus Supplement and the
Memorandum (as defined in Sectio 9) under the headings "Summary of Series
2003-C3 - Transaction--The Mortgage Pool," "--Geographic Concentrations of
the Mortgaged Properties," "--Property Types," "--
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Prepayment or Call Protection Provided by the Mortgage Loans," "--Payment
Terms of the Mortgage Loans," "Risk Factors," "Description of the Mortgage
Pool," "Servicing of the Mortgage Loans," "The Pooling and Servicing
Agreement" and "Description of the Certificates," set forth on Annex A
and/or Annex B to the Prospectus Supplement (provided, that with respect to
the information in Annex B, "Servicing of the Mortgage Loans," "The Pooling
and Servicing Agreement" and "Description of the Certificates," only such
portions that solely relate to the AFR/Bank of America Portfolio Whole
Loan) and (to the extent it contains information consistent with that on
such Annex A) set forth on the Diskette, does not contain any untrue
statement of a material fact or (in the case of the Memorandum, when read
together with the other information specified therein as being available
for review by investors) omit to state any material fact necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading. Assuming the information in the Prospectus and the
Prospectus Supplement (other than the information with respect to which the
Mortgage Loan Seller otherwise has made representations and warranties in
this clause (ix)) is true and correct in all material respects, the S-AFR
Memorandum (as defined herein) does not contain an untrue statement of a
material fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading.
(x) No consent, approval, authorization or order of, registration or
filing with or notice to, any governmental authority or court is required,
under federal or state law (including, with respect to any bulk sale laws),
for the execution, delivery and performance of or compliance by the
Mortgage Loan Seller with this Agreement, or the consummation by the
Mortgage Loan Seller of any transaction contemplated hereby, other than (1)
the filing or recording of financing statements, instruments of assignment
and other similar documents necessary in connection with Mortgage Loan
Seller's sale of the Mortgage Loans to the Purchaser, (2) such consents,
approvals, authorizations, qualifications, registrations, filings or
notices as have been obtained or made and (3) where the lack of such
consent, approval, authorization, qualification, registration, filing or
notice would not have a material adverse effect on the performance by the
Mortgage Loan Seller under this Agreement.
(c) Upon discovery by any of the parties hereto of a breach of any of
the representations and warranties made pursuant to and set forth in
subsection (b) above which materially and adversely affects the interests
of the Purchaser or a breach of any of the representations and warranties
made pursuant to subsection (a) above and set forth in Exhibit B which
materially and adversely affects the value of any Mortgage Loan or the
interests therein of the Purchaser or its successors and assigns
(including, without limitation the Trustee and the holders of the
Certificates), the party discovering such breach shall give prompt written
notice to the other party hereto.
SECTION 5. Representations, Warranties and Covenants of the Purchaser.
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(a) The Purchaser, as of the date hereof, hereby represents and
warrants to, and covenants with, the Mortgage Loan Seller that:
(i) The Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware.
(ii) The execution and delivery of this Agreement by the Purchaser,
and the performance and compliance with the terms of this Agreement by the
Purchaser, will not violate the Purchaser's organizational documents or
constitute a default (or an
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event which, with notice or lapse of time, or both, would constitute a
default) under, or result in the breach of, any material agreement or other
instrument to which it is a party or which is applicable to it or any of
its assets.
(iii) The Purchaser has the full power and authority to enter into and
consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and
has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by the Mortgage Loan Seller, constitutes a valid, legal and
binding obligation of the Purchaser, enforceable against the Purchaser in
accordance with the terms hereof, subject to (A) applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally, and (B) general principles
of equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law.
(v) The Purchaser is not in violation of, and its execution and
delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, any
order or decree of any court or arbiter or any order, regulation or demand
of any federal, state or local governmental or regulatory authority, which
violation, in the Purchaser's good faith and reasonable judgment, is likely
to affect materially and adversely either the ability of the Purchaser to
perform its obligations under this Agreement or the financial condition of
the Purchaser.
(vi) No litigation is pending or, to the best of the Purchaser's
knowledge, threatened against the Purchaser which would prohibit the
Purchaser from entering into this Agreement or, in the Purchaser's good
faith and reasonable judgment, is likely to materially and adversely affect
either the ability of the Purchaser to perform its obligations under this
Agreement or the financial condition of the Purchaser.
(vii) The Purchaser has not dealt with any broker, investment banker,
agent or other person, other than the Mortgage Loan Seller, the
Underwriters, the Initial Purchasers and their respective affiliates, ---
that may be entitled to any commission or compensation in connection with
the sale of the Mortgage Loans or the consummation of any of the
transactions contemplated hereby.
(viii) No consent, approval, authorization or order of, registration
or filing with or notice to, any governmental authority or court is
required, under federal or state law, for the execution, delivery and
performance of or compliance by the Purchaser with this Agreement, or the
consummation by the Purchaser of any transaction contemplated hereby, other
than (1) such consents, approvals, authorizations, qualifications,
registrations, filings or notices as have been obtained or made and (2)
where the lack of such consent, approval, authorization, qualification,
registration, filing or notice would not have a material adverse effect on
the performance by the Purchaser under this Agreement.
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(b) Upon discovery by any of the parties hereto of a breach of any of
the representations and warranties set forth above which materially and
adversely affects the interests of the Mortgage Loan Seller, the party
discovering such breach shall give prompt written notice to the other party
hereto.
SECTION 6. Repurchases.
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The Mortgage Loan Seller hereby agrees to comply with Sections 2.02 and
2.03 of the Pooling and Servicing Agreement, including, but not limited to, any
obligation to repurchase or substitute Mortgage Loans in respect of any Material
Breach or Material Document Defect.
SECTION 7. Closing.
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The closing of the sale of the Mortgage Loans (the "Closing") shall be
held at the offices of Mayer, Brown, Xxxx & Maw LLP, 0000 Xxxxxxxx, Xxx Xxxx,
Xxx Xxxx 00000 at 10:00 a.m., New York City time, on the Closing Date.
The Closing shall be subject to each of the following conditions:
(i) All of the representations and warranties of the Mortgage Loan
Seller specified herein shall be true and correct as of the Closing Date,
and the Aggregate Cut-off Date Balance shall be within the range permitted
by Section 1 of this Agreement;
(ii) All documents specified in Section 8 (the "Closing Documents"),
in such forms as are agreed upon and reasonably acceptable to the
Purchaser, shall be duly executed and delivered by all signatories as
required pursuant to the respective terms thereof;
(iii) The Mortgage Loan Seller shall have delivered and released to
the Trustee, the Purchaser or the Purchaser's designee, as the case may be,
all documents and funds required to be so delivered pursuant to Section 2;
(iv) The result of any examination of the Mortgage Files and Servicing
Files performed by or on behalf of the Purchaser pursuant to Section 3
shall be satisfactory to the Purchaser in its sole determination;
(v) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with,
and the Mortgage Loan Seller shall have the ability to comply with all
terms and conditions and perform all duties and obligations required to be
complied with or performed after the Closing Date;
(vi) The Mortgage Loan Seller shall have paid or agreed to pay all
fees, costs and expenses payable by it to the Purchaser pursuant to this
Agreement; and
(vii) Neither the Underwriting Agreement nor the Certificate Purchase
Agreement shall have been terminated in accordance with its terms.
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Both parties agree to use their best efforts to perform their
respective obligations hereunder in a manner that will enable the Purchaser to
purchase the Mortgage Loans on the Closing Date.
SECTION 8. Closing Documents.
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The Closing Documents shall consist of the following:
(a) This Agreement duly executed and delivered by the Purchaser
and the Mortgage Loan Seller;
(b) An Officer's Certificate substantially in the form of Exhibit
C-1 hereto, executed by the Secretary or an assistant secretary of the
Mortgage Loan Seller, and dated the Closing Date, and upon which the
Purchaser and each Underwriter may rely, attaching thereto as exhibits
the organizational documents of the Mortgage Loan Seller;
(c) A certificate of good standing regarding the Mortgage Loan
Seller from the Secretary of State for the State of Maryland, dated
not earlier than 30 days prior to the Closing Date;
(d) A certificate of the Mortgage Loan Seller substantially in
the form of Exhibit C-2 hereto, executed by an executive officer or
authorized signatory of the Mortgage Loan Seller and dated the Closing
Date, and upon which the Purchaser and each Underwriter may rely;
(e) Written opinions of counsel for the Mortgage Loan Seller, in
a form reasonably acceptable to counsel for the Purchaser, subject to
such reasonable assumptions and qualifications as may be requested by
counsel for the Mortgage Loan Seller and acceptable to counsel for the
Purchaser, dated the Closing Date and addressed to the Purchaser and
each Underwriter;
(f) Any other opinions of counsel for the Mortgage Loan Seller
reasonably requested by the Rating Agencies in connection with the
issuance of the Certificates, each of which shall include the
Purchaser and each Underwriter as an addressee; and
(g) Such further certificates, opinions and documents as the
Purchaser may reasonably request.
SECTION 9. Indemnification.
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(a) The Mortgage Loan Seller agrees to indemnify and hold harmless the
Purchaser, its officers and directors and each person, if any, who controls
the Purchaser within the meaning of either Section 15 of the Securities Act
or Section 20 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them may become
subject under the Securities Act, the Exchange Act or other federal or
state
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statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Prospectus Supplement, the
Memorandum, the Diskette or, insofar as they are required to be filed as
part of the Registration Statement pursuant to the No-Action Letters, any
Computational Materials or ABS Term Sheets with respect to the Registered
Certificates, or in any revision or amendment thereof or supplement
thereto, or arise out of or are based upon the omission or alleged omission
(in the case of any such Computational Materials or ABS Term Sheets, when
read in conjunction with the Prospectus and, in the case of the Memorandum,
when read together with the other information specified therein as being
available for review by investors) to state therein a material fact
required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading;
but only if and to the extent that (i) any such untrue statement or alleged
untrue statement is with respect to information regarding the Mortgage
Loans (other than the AFR/Bank of America Portfolio Loan (as defined in the
Prospectus Supplement)) contained in the Loan Detail or, to the extent
consistent therewith, the Diskette or contained in the Term Sheet Diskette,
to the extent consistent with the Term Sheet Master Tape, or (ii) any such
untrue statement or alleged untrue statement or omission or alleged
omission is with respect to information regarding the Mortgage Loan Seller,
the Mortgage Loans (other than the AFR/Bank of America Portfolio Loan (as
defined in the Prospectus Supplement)) or the Mortgaged Properties related
thereto contained in the Prospectus Supplement or the Memorandum under the
headings "Summary of Series 2003-C3 Transaction--The Mortgage Pool,"
"--Geographic Concentrations of the Mortgaged Properties," "--Property
Types," "--Prepayment or Call Protection Provided by the Mortgage Loans,"
"--Payment Terms of the Mortgage Loans," "Risk Factors," and/or
"Description of the Mortgage Pool" or contained on Annex A and/or Annex B
to the Prospectus Supplement (exclusive of the Loan Detail), and such
information does not represent a restatement or aggregation of information
contained in the Loan Detail; or (iii) any such untrue statement or alleged
untrue statement or omission or alleged omission is with respect to
information regarding the AFR/Bank of America Portfolio Whole Loan (as
defined in the Prospectus Supplement) or the Mortgaged Property related
thereto contained in the Prospectus Supplement or the Memorandum under the
headings "Summary of Series 2003-C3 Transaction--The Mortgage Pool,"
"--Geographic Concentrations of the Mortgaged Properties," "--Property
Types," "--Prepayment or Call Protection Provided by the Mortgage Loans,"
"--Payment Terms of the Mortgage Loans," "Risk Factors," "Description of
the Mortgage Pool," "Servicing of the Mortgage Loans," "The Pooling and
Servicing Agreement," and/or "Description of the Certificates" or contained
on Annex A and/or Annex B to the Prospectus Supplement (exclusive of the
Loan Detail) (provided, that with respect to the information in Annex B,
"Servicing of the Mortgage Loans," "The Pooling and Servicing Agreement"
and "Description of the Certificates," only such portions that solely
relate to the AFR/Bank of America Portfolio Whole Loan (as defined in the
Prospectus Supplement), and such information does not represent a
restatement or aggregation of information contained in the Loan Detail;
(iv) any such untrue statement or alleged untrue statement or omission or
alleged omission contained in the S-AFR Memorandum but only if such any
untrue statement or alleged
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untrue statement or omission or alleged omission does not relate to the
information in the Prospectus Supplement or Prospectus included as part of
the S-AFR Memorandum (other than information with respect to which the
Mortgage Loan Seller has agreed to provide indemnity pursuant to clauses
(i) through (iii) above) or represent a restatement or aggregation of
information contained in the Loan Detail; or (v) such untrue statement,
alleged untrue statement, omission or alleged omission arises out of or is
based upon a breach of the representations and warranties of the Mortgage
Loan Seller set forth in or made pursuant to Section 4; provided, that the
indemnification provided by this Section 9 shall not apply to the extent
that such untrue statement of a material fact or omission of a material
fact necessary to make the statements made, in light of the circumstances
in which they were made, not misleading, was made as a result of an error
in the manipulation of, or calculations based upon, the Loan Detail. This
indemnity agreement will be in addition to any liability which the Mortgage
Loan Seller may otherwise have.
For purposes of the foregoing, "Registration Statement" shall mean the
registration statement No. 333-107510 filed by the Purchaser on Form S-3,
including without limitation exhibits thereto and information incorporated
therein by reference; "Prospectus" shall mean the prospectus dated July 31,
2003, as supplemented by the prospectus supplement dated December 10, 2003 (the
"Prospectus Supplement"), relating to the Registered Certificates; "Memorandum"
shall mean the private placement memorandum dated December 10, 2003, relating to
the Non-Registered Certificates (other than the Class S-AFR Certificates):
"S-AFR Memorandum" shall mean the private placement memorandum dated December
10, 2003, relating to the Class S-AFR Certificates; "Memoranda" shall mean the
Memorandum and the S-AFR Memorandum, collectively; "Computational Materials"
shall have the meaning assigned thereto in the no-action letter dated May 20,
1994 issued by the Division of Corporation Finance of the Securities and
Exchange Commission (the "Commission") to Xxxxxx, Xxxxxxx Acceptance Corporation
I, Xxxxxx, Peabody & Co. Incorporated and Xxxxxx Structured Asset Corporation
and the no-action letter dated May 27, 1994 issued by the Division of
Corporation Finance of the Commission to the Public Securities Association
(together, the "Xxxxxx Letters"); and "ABS Term Sheets" shall have the meaning
assigned thereto in the no-action letter dated February 17, 1995 issued by the
Division of Corporation Finance of the Commission to the Public Securities
Association (the "PSA Letter" and, together with the Xxxxxx Letters, the
"No-Action Letters"). The mortgage loan information and information related
thereto contained on the diskette attached to any ABS Term Sheets or
Computational Materials is referred to herein as the "Term Sheet Diskette" and
the tape provided by the Mortgage Loan Seller that was used to create the Term
Sheet Diskette is referred to herein as the "Term Sheet Master Tape." References
herein to ABS Term Sheets or Computational Materials shall include any Term
Sheet Diskette provided therewith.
(b) Promptly after receipt by any person entitled to indemnification
under this Section 9 (each, an "indemnified party") of notice of the
commencement of any action, such indemnified party will, if a claim in
respect thereof is to be made against the Mortgage Loan Seller (the
"indemnifying party") under this Section 9, notify the indemnifying party
in writing of the commencement thereof; but the omission to notify the
indemnifying party will not relieve it from any liability that it may have
to any indemnified party otherwise than under this Section 9. In case any
such action is brought against any indemnified party and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will
be entitled to participate therein, and to the extent that it may elect by
written notice delivered to the indemnified party promptly after receiving
the aforesaid notice from such indemnified party, to assume the defense
thereof, with counsel satisfactory to such indemnified party; provided,
however, that if the defendants in any such action include both the
indemnified party and the
11
indemnifying party and the indemnified party or parties shall have
reasonably concluded that there may be legal defenses available to it or
them and/or other indemnified parties that are different from or additional
to those available to the indemnifying party, the indemnified party or
parties shall have the right to select separate counsel to assert such
legal defenses and to otherwise participate in the defense of such action
on behalf of such indemnified party or parties. Upon receipt of notice from
the indemnifying party to such indemnified party of its election to assume
the defense of such action and approval by the indemnified party of
counsel, which approval will not be unreasonably withheld, the indemnifying
party will not be liable for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense thereof,
unless: (i) the indemnified party shall have employed separate counsel in
connection with the assertion of legal defenses in accordance with the
proviso to the preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel, approved by the Purchaser and the indemnifying party,
representing all the indemnified parties under Section 9(a) who are parties
to such action), (ii) the indemnifying party shall not have employed
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of commencement of
the action, or (iii) the indemnifying party has authorized the employment
of counsel for the indemnified party at the expense of the indemnifying
party; and except that, if clause (i) or (iii) is applicable, such
liability shall only be in respect of the counsel referred to in such
clause (i) or (iii).
(c) If the indemnification provided for in this Section 9 is due in
accordance with its terms but is for any reason held by a court to be
unavailable to an indemnified party on grounds of policy or otherwise, then
the indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as
a result of such losses, claims, damages or liabilities, in such proportion
as is appropriate to reflect the relative fault of the indemnified and
indemnifying parties in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities, as well as any
other relevant equitable considerations. The relative fault of the
indemnified and indemnifying parties shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by such parties.
(d) The Purchaser and the Mortgage Loan Seller agree that it would not
be just and equitable if contribution pursuant to Section 9(c) were
determined by pro rata allocation or by any other method of allocation that
does not take account of the considerations referred to in Section 9(c)
above. The amount paid or payable by an indemnified party as a result of
the losses, claims, damages and liabilities referred to in this Section 9
shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim, except
where the indemnified party is required to bear such expenses pursuant to
this Section 9, which expenses the indemnifying party shall pay as and when
incurred, at the request of the indemnified party, to the extent that the
indemnifying party will be ultimately obligated to pay such expenses. If
any expenses so paid by the indemnifying party are subsequently
12
determined to not be required to be borne by the indemnifying party
hereunder, the party that received such payment shall promptly refund the
amount so paid to the party, which made such payment. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.
(e) The indemnity and contribution agreements contained in this
Section 9 shall remain operative and in full force and effect regardless of
(i) any termination of this Agreement, (ii) any investigation made by any
indemnified party, and (iii) acceptance of and payment for any of the
Certificates.
SECTION 10. Costs.
-----
Costs relating to the transactions contemplated hereby shall be borne
by the respective parties hereto.
SECTION 11. Notices.
-------
All demands, notices and communications hereunder shall be in writing and
shall be deemed to have been duly given if personally delivered to or mailed, by
registered mail, postage prepaid, by overnight mail or courier service or
transmitted by facsimile and confirmed by a similar mailed writing, if to the
Purchaser, addressed to GMAC Commercial Mortgage Securities, Inc. at 000 Xxxxxx
Xxxx, Xxxxxxx, Xxxxxxxxxxxx 00000-0000, Attention: Structured Finance Manager,
facsimile no. (000) 000-0000, with a copy to the General Counsel, GMAC
Commercial Mortgage Corporation, or such other address or facsimile number as
may hereafter be furnished to the Mortgage Loan Seller in writing by the
Purchaser; and if to the Mortgage Loan Seller, addressed to German American
Capital Corporation, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx
Xxxx, facsimile no. (000) 000-0000, with a copy to Xxxxx Xxxxxx, Xxxxxx &
Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, facsimile no. (212)
751-4864 or to such other address or facsimile number as the Mortgage Loan
Seller may designate in writing to the Purchaser.
SECTION 12. Third Party Beneficiaries.
-------------------------
Each of the officers, directors and controlling persons referred to in
Section 9 hereof is an intended third party beneficiary of the covenants and
indemnities of the Mortgage Loan Seller set forth in Section 9 of this
Agreement. It is acknowledged and agreed that such covenants and indemnities may
be enforced by or on behalf of any such person or entity against the Mortgage
Loan Seller to the same extent as if it was a party hereto.
SECTION 13. Representations, Warranties and Agreements to Survive
-------------------------------------------------------
Delivery.
--------
All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Mortgage Loan Seller submitted pursuant hereto, shall remain
operative and in full force and effect and shall survive delivery of the
Mortgage Loans by the Mortgage Loan Seller to the Purchaser or its designee.
SECTION 14. Severability of Provisions.
--------------------------
13
Any part, provision, representation, warranty or covenant of this
Agreement that is prohibited or which is held to be void or unenforceable shall
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
unenforceable or is held to be void or unenforceable in any particular
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. To the extent permitted by applicable law,
the parties hereto waive any provision of law, which prohibits or renders void
or unenforceable any provision hereof.
SECTION 15. Counterparts.
------------
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
SECTION 16. GOVERNING LAW.
-------------
THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES
OF THE PARTIES HERETO SHALL BE GOVERNED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES
EXCEPT THAT THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.
SECTION 17. Further Assurances.
------------------
The Mortgage Loan Seller and the Purchaser agree to execute and deliver
such instruments and take such further actions as the other party may, from time
to time, reasonably request in order to effectuate the purposes and to carry out
the terms of this Agreement.
SECTION 18. Successors and Assigns.
----------------------
The rights and obligations of the Mortgage Loan Seller under this
Agreement shall not be assigned by the Mortgage Loan Seller without the prior
written consent of the Purchaser, except that any person into which the Mortgage
Loan Seller may be merged or consolidated, or any corporation or other entity
resulting from any merger, conversion or consolidation to which the Mortgage
Loan Seller is a party, or any person succeeding to all or substantially all of
the business of the Mortgage Loan Seller, shall be the successor to the Mortgage
Loan Seller hereunder. The Purchaser has the right to assign its interest under
this Agreement, in whole or in part, as may be required to effect the purposes
of the Pooling and Servicing Agreement, and the assignee shall, to the extent of
such assignment, succeed to the rights and obligations hereunder of the
Purchaser. Subject to the foregoing, this Agreement shall bind and inure to the
benefit of and be enforceable by the Mortgage Loan Seller and the Purchaser and
their permitted successors and assigns and the indemnified parties referred to
in Section 9.
SECTION 19. Amendments.
----------
14
No term or provision of this Agreement may be amended, waived, modified
or in any way altered, unless such amendment, waiver, modification or alteration
is in writing and signed by a duly authorized officer of the party against whom
such amendment, waiver, modification or alteration is sought to be enforced. In
addition, this Agreement may not be changed in any manner, which would have a
material adverse effect on any third party beneficiary under Section 12 hereof
without the prior consent of that person.
15
IN WITNESS WHEREOF, the Mortgage Loan Seller and the Purchaser have
caused their names to be signed hereto by their respective duly authorized
officers as of the date first above written.
GERMAN AMERICAN CAPITAL
CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Authorized Signatory
GMAC COMMERCIAL MORTGAGE
SECURITIES, INC.
By: /s/ Xxxxx Xxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
S-1
EXHIBIT A
MORTGAGE LOAN SCHEDULE
CONTROL LOAN LOAN
NUMBER GROUP LOAN NUMBER ORIGINATOR PROPERTY NAME ADDRESS CITY
------- ------- ------------- ------------- -------------------------------- ---------------------------------- --------------
1 1 GA18944 GACC AFR Portfolio (1) Various Various
1.1 GA18944-1 GACC Bank of America Center 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx
1.2 GA18944-2 GACC Xxx Xxxx & Market One South Xxx Xxxx Boulevard San Francisco
1.3 GA18944-3 GACC 000 Xxxxx Xxxxx-Xxxxx Xxxxxxxx 000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxx
1.4 GA18944-4 GACC Bank of America Financial Center 000 Xxxx Xxxxxxxxx Xxxxxx Spokane
1.5 GA18944-5 GACC Jacksonville Ops Center #600 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxxx
1.6 GA18944-6 GACC Jacksonville Ops Center #100 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxxx
1.7 GA18944-7 GACC Jacksonville Ops Center #400 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxxx
1.8 XX00000-0 XXXX Xxxxx Xxxxxx XXX 17100 North West 59th Avenue Miami Lakes
1.9 GA18944-9 GACC Catalina-Bank of America Center 0000 Xxxx Xxxxxxx Xxxx Xxxxxxx
1.10 GA18944-10 GACC Jacksonville Ops Center #200 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxxx
1.11 GA18944-11 GACC Jacksonville Ops Center #700 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxxx
1.12 XX00000-00 XXXX Xxxxx Xxxxxxxx-Xxxx xx Xxxxxxx 0000 Xxxx Xxxxxxx Xxxx Xxxxxxx
1.13 GA18944-13 GACC Jacksonville Ops Center #500 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxxx
1.14 GA18944-14 GACC Jacksonville Ops Center #300 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxxx
1.15 XX00000-00 XXXX Xxxxx Xxxxx Operation Center 0000 Xxxxx Xxxx 000xx Xxxxxx Xxxxx Lakes
1.16 GA18944-16 GACC Spokane Bankcard Services 0000 Xxxxx Xxxxxx Xxxxxxx
0.00 XX00000-00 GACC Century Park 0000 Xxxxxxx Xxxx Xxxx Xxxxx
0.00 XX00000-00 GACC Bank of America Plaza 000 X Xxxxxx Tacoma
1.19 GA18944-19 GACC Mendham Operations Center 000 Xxxxxxx Xxxxxxxxx Xxxxxxx
0.00 XX00000-00 GACC Glendale Main 000 Xxxxx Xxxxx Xxxxxxxxx Xxxxxxxx
1.21 XX00000-00 XXXX Xxxx Xxx Xxxxxxx 0000 Xxxx Xxxxxxx Xxxxxx Xxx Xxxxxxx
0.00 XX00000-00 GACC Xxxxxxxxx Center #000 000 Xxxxxxxxx Xxx Xxxxxxxx Xxxx
1.23 GA18944-23 GACC Xxxxxxxxx Center #000 000 Xxxxxxxxx Xxx Xxxxxxxx Xxxx
1.24 XX00000-00 XXXX Xxxx Xxxxx Financial 000 Xxxx Xxxxx Xxxxxxxxx Xxxx Xxxxx
1.25 XX00000-00 XXXX Xxxxxxxx-Xxxx xx Xxxxxxx Center 0000 Xxxx Xxxxxxx Xxxx Xxxxxxx
1.26 GA18944-26 GACC Camelback-Bank of America Center 0000 Xxxx Xxxxxxx Xxxx Xxxxxxx
1.27 XX00000-00 XXXX XxXxxxxx-Xxxx xx Xxxxxxx Center 0000 Xxxx Xxxxxxx Xxxx Xxxxxxx
1.28 GA18944-28 GACC Stockton Main Office 110 East Xxxxx Street Stockton
1.29 GA18944-29 GACC Inland Empire Cash Vault 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxx
1.30 XX00000-00 XXXX Xxxx & Xxxxxxxx Br 000 Xxxx Xxxxxxxx Xxxxxxxxx Pasadena
1.31 GA18944-31 GACC Pomona Main 000 Xxxxx Xxxxx Xxxxxx Xxxxxx
1.32 GA18944-32 GACC Xxxxxxxxx Center #000 000 Xxxxxxxxx Xxx Xxxxxxxx Xxxx
1.33 GA18944-33 GACC Sunnyvale Main Branch 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxx
1.34 GA18944-34 GACC Coronado Branch 0000 Xxxxxx Xxxxxx Xxxxxxxx
0.00 XX00000-00 GACC Riverside Main 0000 00xx Xxxxxx Xxxxxxxxx
1.36 GA18944-36 GACC Xxxxxxxx Islands 00000 Xxxxxxxx Xxxxxxxxx Xxxxxxxx
1.37 GA18944-37 GACC La Jolla Main 0000 Xxxxxx Xxxxxx Xx Xxxxx
0.00 XX00000-00 GACC Whittier Office 0000 Xxxxx Xxxxxxxxx Xxxxxx Whittier
1.39 XX00000-00 XXXX Xxxxxxxxxx Xxxxx 000 Xxxx Xxxxxxxxxx Xxxxxxxxx Xxxxxxxxxx
1.40 XX00000-00 XXXX Xxxxxxxxx Xxxxxx Xxxxxx - BAL 00 Xxxxxx Xxxxxx Xxxxxxxxx
0.00 XX00000-00 GACC Greenspoint 00000 Xxxxxxxxxx 00 Xxxxx Xxxxxxx
1.42 GA18944-42 GACC Redding Main Branch 0000 Xxxx Xxxxxx Xxxxxxx
0.00 XX00000-00 GACC Albuquerque Operations Center 000 0xx Xxxxxx Xxxxx Xxxx Xxxxxxxxxxx
CONTROL
NUMBER STATE ZIP CODE COUNTY
------------ --------------- --------- -------------
1 Various Various Various
1.1 Illinois 60604 Xxxx
1.2 California 94103 San Francisco
1.3 Xxxxx Xxxxxxxx 00000 Mecklenberg
1.4 Xxxxxxxxxx 00000 Spokane
1.5 Florida 32256 Xxxxx
1.6 Florida 32256 Xxxxx
1.7 Florida 32256 Xxxxx
1.8 Florida 33015 Miami-Dade
1.9 Arizona 85034 Maricopa
1.10 Florida 32256 Xxxxx
1.11 Xxxxxxx 00000 Xxxxx
1.12 Arizona 85034 Maricopa
1.13 Florida 32256 Xxxxx
1.14 Xxxxxxx 00000 Xxxxx
1.15 Florida 33014 Xxxxx-Xxxx
0.00 Xxxxxxxxxx 00000 Xxxxxxx
0.00 Xxxxxxx 00000 Hillsborough
1.18 Xxxxxxxxxx 00000 Xxxxxx
1.19 Florida 32825 Orange
1.20 California 91203 Los Angeles
1.21 Texas 78208 Bexar
1.22 California 94523 Contra Xxxxx
0.00 Xxxxxxxxxx 00000 Contra Xxxxx
0.00 Xxxxxxxxxx 00000 Los Angeles
1.25 Arizona 85034 Maricopa
1.26 Arizona 85034 Maricopa
1.27 Arizona 85034 Maricopa
1.28 California 95202 San Xxxxxxx
1.29 California 91761 San Bernadino
1.30 California 91106 Los Angeles
1.31 California 91766 Los Angeles
1.32 California 94523 Xxxxxx Xxxxx
0.00 Xxxxxxxxxx 00000 Xxxxx Xxxxx
1.34 California 92118 Xxx Xxxxx
0.00 Xxxxxxxxxx 00000 Xxxxxxxxx
0.00 Xxxxxxx 00000 Miami-Dade
1.37 California 92037 San Diego
1.38 California 90602 Xxx Xxxxxxx
0.00 Xxxxxxx 00000 Broward
1.40 Maryland 00000 Xxxx Xxxxxxx
0.00 Xxxxx 00000 Xxxxxx
1.42 California 96001 Shasta
1.43 New Mexico 87102 Bernalillo
A-1
MORTGAGE LOAN SCHEDULE
ORIGINAL
CONTROL RELATED BALANCE CURRENT INTEREST ADMIN. ACCRUAL
NUMBER GROUPS ($) BALANCE ($) RATE % FEE % TYPE AMORTIZATION TYPE NOTE DATE
----------- ------------ --------- ------------- --------- ---------- --------- -------------------- ----------------
1 100,000,000 100,000,000 5.48912 0.0318 Actual/360 Interest Only, then 12/01/2003
Amortizing
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
1.30
1.31
1.32
1.33
1.34
1.35
1.36
1.37
1.38
1.39
1.40
1.41
1.42
1.43
FIRST ORIGINAL REMAINING
CONTROL PAYMENT INTEREST INTEREST
NUMBER DATE ONLY PERIOD ONLY PERIOD SEASONING
------------- ----------------- ----------- -------------- -----------
1 01/01/2004 18 18 0
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
1.30
1.31
1.32
1.33
1.34
1.35
1.36
1.37
1.38
1.39
1.40
1.41
1.42
1.43
A-2
MORTGAGE LOAN SCHEDULE
CONTROL ORIGINAL TERM TO REMAINING TERM TO ORIGINAL REMAINING
NUMBER MATURITY MATURITY AMORTIZATION TERM AMORTIZATION TERM PAYMENT DUE DATE
--------------- ------------------ -------------------- ------------------- ------------------- -------------------
1 120 120 330 330 1
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
1.30
1.31
1.32
1.33
1.34
1.35
1.36
1.37
1.38
1.39
1.40
1.41
1.42
1.43
CONTROL GRACE DEFAULT MATURITY DATE OR SCHEDULED MATURITY
NUMBER PERIOD ARD OR ARD BALANCE ($)
------------- ------------------ ------------------- ---------------------
1 5 12/01/2013 83,917,809
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
1.30
1.31
1.32
1.33
1.34
1.35
1.36
1.37
1.38
1.39
1.40
1.41
1.42
1.43
A-3
MORTGAGE LOAN SCHEDULE
SCHEDULED TOTAL SQ.
CONTROL ANNUAL DEBT "CUT-OFF DATE MATURITY OR ARD FT./UNITS/PADS/ UNIT
NUMBER PREPAYMENT PROVISION SERVICE LTV (%)" DATE LTV (%) ROOMS DESCRIPTION
------------ --------------------------------- -------------- -------------- ------------------- ---------------- -------------
1 Lock/24_Defeasance/91_0%/5 7,053,434 47.24 39.73 7,774,995 Sq Ft
1.1 1,027,783 Sq Ft
1.2 481,064 Sq Ft
1.3 413,407 Sq Ft
1.4 359,843 Sq Ft
1.5 295,895 Sq Ft
1.6 233,311 Sq Ft
1.7 172,511 Sq Ft
1.8 115,662 Sq Ft
1.9 170,151 Sq Ft
1.10 122,666 Sq Ft
1.11 118,963 Sq Ft
1.12 150,000 Sq Ft
1.13 116,749 Sq Ft
1.14 113,861 Sq Ft
1.15 141,366 Sq Ft
1.16 85,154 Sq Ft
1.17 68,868 Sq Ft
1.18 79,243 Sq Ft
1.19 112,217 Sq Ft
1.20 46,338 Sq Ft
1.21 61,095 Sq Ft
1.22 43,104 Sq Ft
1.23 42,766 Sq Ft
1.24 42,941 Sq Ft
1.25 62,482 Sq Ft
1.26 62,457 Sq Ft
1.27 62,469 Sq Ft
1.28 36,250 Sq Ft
1.29 62,659 Sq Ft
1.30 33,033 Sq Ft
1.31 33,513 Sq Ft
1.32 42,971 Sq Ft
1.33 34,559 Sq Ft
1.34 21,356 Sq Ft
1.35 38,500 Sq Ft
1.36 36,578 Sq Ft
1.37 31,482 Sq Ft
1.38 37,996 Sq Ft
1.39 42,944 Sq Ft
1.40 24,922 Sq Ft
1.41 37,846 Sq Ft
1.42 32,200 Sq Ft
1.43 59,489 Sq Ft
CUT-OFF DATE
CONTROL BALANCE PER SQ.
NUMBER FT./UNIT/PAD/ROOM OWNERSHIP INTEREST LOCKBOX
----------- ---------------------- ------------------- -------------
1 44 Fee Hard
Simple/Leasehold
1.1 Fee Simple
1.2 Fee Simple
1.3 Fee Simple
1.4 Fee Simple
1.5 Fee Simple
1.6 Fee Simple
1.7 Fee Simple
1.8 Fee Simple
1.9 Leasehold
1.10 Fee Simple
1.11 Fee Simple
1.12 Leasehold
1.13 Fee Simple
1.14 Fee Simple
1.15 Fee Simple
1.16 Fee Simple
1.17 Fee Simple
1.18 Fee Simple
1.19 Fee Simple
1.20 Fee Simple
1.21 Fee Simple
1.22 Fee Simple
1.23 Fee Simple
1.24 Fee Simple
1.25 Leasehold
1.26 Leasehold
1.27 Leasehold
1.28 Fee Simple
1.29 Fee Simple
1.30 Fee Simple
1.31 Fee Simple
1.32 Fee Simple
1.33 Fee Simple
1.34 Fee Simple
1.35 Fee Simple
1.36 Fee Simple
1.37 Fee
Simple/Leasehold
1.38 Fee Simple
1.39 Fee Simple
1.40 Fee Simple
1.41 Fee Simple
1.42 Fee Simple
1.43 Fee Simple
A-4
MORTGAGE LOAN SCHEDULE
(continued)
CONTROL LOAN LOAN
NUMBER GROUP LOAN NUMBER ORIGINATOR PROPERTY NAME ADDRESS
--------- -------- ------------ ------------- ----------------------------- -----------------------------------
1.44 XX00000-00 XXXX Xxxxx Xxxxxxx 000 Xxxxx Xxxxxx
0.00 XX00000-00 GACC Charlottesville 000 Xxxx Xxxx Xxxxxx
1.46 GA18944-46 GACC Plaza 000 Xxxxx Xxxxxxx Xxxxxxx
0.00 XX00000-00 GACC Irvine Industrial 0000 XxxXxxxxx Xxxxxxxxx
1.48 GA18944-48 GACC Gardena Main 0000 Xxxx Xxxxxxx Xxxxx Xxxxxxxxx
0.00 XX00000-00 GACC Westshore Mall 000 Xxxxx Xxxxxxxxx Xxxxxxxxx
1.50 GA18944-50 GACC Inglewood Main Xxxxxx 000 Xxxx Xxxxxxxxxx Xxxxxxxxx
0.00 XX00000-00 XXXX Xxxxxxxxxxxx Ops Center/School 0000 Xxxxxxxxx Xxxxxxxxx
1.52 GA18944-52 GACC Jacksonville Ops Center/Daycare 0000 Xxxxxxxxx Xxxxxxxxx
1.53 GA18944-53 GACC Xxxx Xxxxxx 00 Xxxx Xxxxxx
1.54 GA18944-54 GACC Bellingham 000 Xxxx Xxxxx Xxxxxx
1.55 XX00000-00 XXXX Xxxxxxxxxx Xxxxx 0000 Xxxxx Xxxxxxx Xxxxxxx
0.00 XX00000-00 GACC Richland 0000 Xxxxxx Xxxxxx
1.57 GA18944-57 GACC North Hollywood 0000 Xxxxxxxxxx Xxxxxxxxx
1.58 GA18944-58 GACC Xxxxxxx Xxxx Xxxxxx 0000 Xxxxx Xxxxxxxx
1.59 GA18944-59 GACC Escondido Xxxx Xxxxxx 000 Xxxxx Xxxxxxxxx Xxxxxxxxx
1.60 XX00000-00 XXXX Xxx Xxxxxxxxx Main 000 Xxxxx X Xxxxxx
0.00 XX00000-00 GACC Winter Park 000 Xxxxx Xxxxxxx Xxxxxx
1.62 GA18944-62 GACC Santa Xxxxx Xxxxxx 300 Town Center East
1.63 GA18944-63 GACC Salinas Main Branch 000 Xxxx Xxxxxx
1.64 XX00000-00 XXXX Xxx Xxxxxxxxxx Facility 0000 Xxxxx Xxx Xxxxxxxxxx
0.00 XX00000-00 GACC Paradise Valley 0000 Xxxx Xxxxxx Xxxxxx
0.00 XX00000-00 GACC University 0000 Xxxxxxxxxx Xxx Xxxxx Xxxx
0.00 XX00000-00 GACC Fresno Proof/Vault 0000 Xxxxxxxx Xxxxxx
1.68 GA18944-68 GACC Xxxxxxx 0000 Xxxxx Xxxxxxxxx
1.69 GA18944-69 GACC Xxxx Xxxx Xxxxxx 0000 Xxxxx Xxxxx Xxxx
1.70 XX00000-00 XXXX Xxxxx Xxxxxxxx 00 Xxxxx Xxxx 0xx Xxxxxx
0.00 XX00000-00 GACC Roanoke 000 Xxxxx Xxxxxxxxx Xxxxxx, Xxxxx
Xxxx
0.00 XX00000-00 GACC Mesa Main 00 Xxxx Xxxx Xxxxxx
0.00 XX00000-00 GACC Auburn 000 Xxxx Xxxxxx
0.00 XX00000-00 GACC Valdosta Main 000 Xxxxx Xxxxxxxxx Xxxxxx
1.75 GA18944-75 GACC Gulf to Bay 1640 Gulf to Xxx Xxxxxxxxx
0.00 XX00000-00 XXXX Xxxx 000 Xxxxxx Xxxxxx
1.77 GA18944-77 GACC Xxxxxx Xxxxxx Xxxxxxxx/XX 000 Xxxxx 0xx Xxxxxx
1.78 GA18944-78 GACC Lynchburg 000 Xxxx Xxxxxx
1.79 GA18944-79 GACC El Segundo 000 Xxxxx Xxxxxxxxx Xxxxxxxxx
1.80 GA18944-80 GACC Mission Facility 0000 Xxxxxxx Xxxx
1.81 GA18944-81 GACC Aiken Main Office 000 Xxxxxxx Xxxxxx
1.82 GA18944-82 GACC Cartersville Main 000 Xxxx Xxxx Xxxxxx
1.83 GA18944-83 GACC Xxxxxxxxxxxx Xxxx Xxxxxx 000 Xxxx Xxxx Xxxxxx
1.84 GA18944-84 GACC Bremerton 0000 0xx Xxxxxx Xxxxx
0.00 XX00000-00 GACC Columbia Facility 000 Xxxxxx Xxxxxx
1.86 XX00000-00 XXXX Xxxxx Xxxxxx 0000 Xxxxx Xxxxxxxx
0.00 XX00000-00 GACC Hampton-Main Facility 4301 and 0000 Xxxxxxx Xxxxxx
1.88 XX00000-00 XXXX Xxxxxxx Xxxxxxx 0000 Xxxxx Xxxxxxxxx Xxxxxxxxx
1.89 GA18944-89 GACC East Bakersfield Office 0000 Xxxxx Xxxxxx
1.90 XX00000-00 XXXX Xxxxx Xxxxxxxxxx Branch 0000 Xxx Xxxx Xxxxxxxxx
0.00 XX00000-00 XXXX Xxxxxx Facility 000 Xxxxx Xxxxxxxxx
CONTROL
NUMBER CITY STATE ZIP CODE COUNTY
----------- -------------- --------------- ------------ ----------------
1.44 Xxxxx Xxxxxxx Xxxxxxxxxx 00000 Santa Xxxxxxx
1.45 Xxxxxxxxxxxxxxx Xxxxxxxx 00000 Charlottesville
1.46 Xxxxxx Xxxxxxx 00000 Xxxxxx
1.47 Xxxxxxx Xxxxx Xxxxxxxxxx 00000 Orange
1.48 Xxxxxxx Xxxxxxxxxx 00000 Los Angeles
1.49 Xxxxx Xxxxxxx 00000 Hillsborough
1.50 Xxxxxxxxx Xxxxxxxxxx 00000 Los Angeles
1.51 Xxxxxxxxxxxx Xxxxxxx 00000 Xxxxx
1.52 Xxxxxxxxxxxx Xxxxxxx 00000 Xxxxx
1.53 Xxxxxxxx Xxxxxxx 00000 Chatham
1.54 Xxxxxxxxxx Xxxxxxxxxx 00000 Whatcom
1.55 Lighthouse Florida 00000 Xxxxxxx
Xxxxx
0.00 Xxxxxxxx Xxxxxxxxxx 00000 Xxxxxx
1.57 Xxxxx Xxxxxxxxx Xxxxxxxxxx 00000 Los Angeles
1.58 Xxxxxxx Xxxxxxxxxx 00000 Ventura
1.59 Xxxxxxxxx Xxxxxxxxxx 00000 San Diego
1.60 Xxx Xxxxxxxxxx Xxxxxxxxxx 00000 San Bernadino
1.61 Xxxxxx Xxxx Xxxxxxx 00000 Orange
1.62 Xxxxx Xxxxx Xxxxxxxxxx 00000 Santa Xxxxxxx
1.63 Xxxxxxx Xxxxxxxxxx 00000 Monterey
1.64 Xxxxxx Xxxx Xxxxxxxx 00000 Clay
1.65 Xxx Xxxxx Xxxxxx 00000 Xxxxx
1.66 Xxxxxxx Xxxxxxxxxx 00000 King
1.67 Xxxxxx Xxxxxxxxxx 00000 Fresno
1.68 Xxxxxxxxx Xxxxxxx 00000 Escambia
1.69 Xxxx Xxxx Xxxxxxxxxx 00000 Sutter
1.70 Xxxxx Xxxxxxx 00000 Xxxxxx
1.71 Xxxxxxx Xxxxxxxx 00000 Roanoke City
1.72 Xxxx Xxxxxxx 00000 Maricopa
1.73 Xxxxxx Xxxxxxxxxx 00000 Placer
1.74 Xxxxxxxx Xxxxxxx 00000 Lowndes
1.75 Xxxxxxxxxx Xxxxxxx 00000 Pinellas
1.76 Xxxx Xxxxx 00000 McLennan
1.77 Xxxxxx Xxxxxxxxxx 00000 Yakima
1.78 Xxxxxxxxx Xxxxxxxx 00000 Lynchburg City
1.79 Xx Xxxxxxx Xxxxxxxxxx 00000 Los Angeles
1.80 Xxxxxxxx Xxxx Xxxxxx 00000 Xxxxxxx
1.81 Aiken Xxxxx Xxxxxxxx 00000 Aiken
1.82 Xxxxxxxxxxxx Xxxxxxx 00000 Bartow
1.83 Xxxxxxxxxxxx Xxxxxxxxx 00000 Xxxxxxxxxx
1.84 Xxxxxxxxx Xxxxxxxxxx 00000 Kitsap
1.85 Xxxxxxxx Xxxxxxxx 00000 Xxxxx
1.86 Xxxxxx Xxxxx 00000 Xxxxxx
1.87 Xx. Xxxxx Xxxxxxxx 00000 St. Louis
1.88 Xx. Xxxxx Xxxxxxxx 00000 St. Louis
1.89 Xxxxxxxxxxx Xxxxxxxxxx 00000 Xxxx
1.90 Xxxxxxxxxx Xxxxxxxxxx 00000 Sacramento
1.91 Mexico Missouri 65265 Audrain
A-5
MORTGAGE LOAN SCHEDULE
CONTROL RELATED ORIGINAL CURRENT INTEREST ADMIN.
NUMBER GROUPS BALANCE ($) BALANCE ($) RATE % FEE % ACCRUAL TYPE AMORTIZATION TYPE NOTE DATE
----------- -------- ------------ -------------- ---------- ---------- -------------- ----------------------- --------------
1.44
1.45
1.46
1.47
1.48
1.49
1.50
1.51
1.52
1.53
1.54
1.55
1.56
1.57
1.58
1.59
1.60
1.61
1.62
1.63
1.64
1.65
1.66
1.67
1.68
1.69
1.70
1.71
1.72
1.73
1.74
1.75
1.76
1.77
1.78
1.79
1.80
1.81
1.82
1.83
1.84
1.85
1.86
1.87
1.88
1.89
1.90
1.91
CONTROL FIRST ORIGINAL INTEREST REMAINING INTEREST
NUMBER PAYMENT DATE ONLY PERIOD ONLY PERIOD SEASONING
------- --------------- ------------------ -------------------- --------------
1.44
1.45
1.46
1.47
1.48
1.49
1.50
1.51
1.52
1.53
1.54
1.55
1.56
1.57
1.58
1.59
1.60
1.61
1.62
1.63
1.64
1.65
1.66
1.67
1.68
1.69
1.70
1.71
1.72
1.73
1.74
1.75
1.76
1.77
1.78
1.79
1.80
1.81
1.82
1.83
1.84
1.85
1.86
1.87
1.88
1.89
1.90
1.91
A-6
MORTGAGE LOAN SCHEDULE
CONTROL ORIGINAL TERM TO REMAINING TERM TO ORIGINAL REMAINING
NUMBER MATURITY MATURITY AMORTIZATION TERM AMORTIZATION TERM PAYMENT DUE DATE
-------------- ------------------- --------------------- --------------------- -------------------- -------------------
1.44
1.45
1.46
1.47
1.48
1.49
1.50
1.51
1.52
1.53
1.54
1.55
1.56
1.57
1.58
1.59
1.60
1.61
1.62
1.63
1.64
1.65
1.66
1.67
1.68
1.69
1.70
1.71
1.72
1.73
1.74
1.75
1.76
1.77
1.78
1.79
1.80
1.81
1.82
1.83
1.84
1.85
1.86
1.87
1.88
1.89
1.90
1.91
CONTROL GRACE DEFAULT MATURITY DATE OR SCHEDULED MATURITY
NUMBER PERIOD ARD OR ARD BALANCE ($)
------------- ------------------- --------------------- ---------------------
1.44
1.45
1.46
1.47
1.48
1.49
1.50
1.51
1.52
1.53
1.54
1.55
1.56
1.57
1.58
1.59
1.60
1.61
1.62
1.63
1.64
1.65
1.66
1.67
1.68
1.69
1.70
1.71
1.72
1.73
1.74
1.75
1.76
1.77
1.78
1.79
1.80
1.81
1.82
1.83
1.84
1.85
1.86
1.87
1.88
1.89
1.90
1.91
A-7
MORTGAGE LOAN SCHEDULE
SCHEDULED TOTAL SQ.
CONTROL ANNUAL DEBT "CUT-OFF DATE MATURITY OR ARD FT./UNITS/PADS/ UNIT
NUMBER PREPAYMENT PROVISION SERVICE LTV (%)" DATE LTV (%) ROOMS DESCRIPTION
-------------- ------------------------- ---------------- ---------------- ------------------ ---------------- ---------------
1.44 24,406 Sq Ft
1.45 57,945 Sq Ft
1.46 35,389 Sq Ft
1.47 21,511 Sq Ft
1.48 27,906 Sq Ft
1.49 20,740 Sq Ft
1.50 28,909 Sq Ft
1.51 21,879 Sq Ft
1.52 21,425 Sq Ft
1.53 23,969 Sq Ft
1.54 24,361 Sq Ft
1.55 25,659 Sq Ft
1.56 25,878 Sq Ft
1.57 22,780 Sq Ft
1.58 21,576 Sq Ft
1.59 22,400 Sq Ft
1.60 46,273 Sq Ft
1.61 32,951 Sq Ft
1.62 20,956 Sq Ft
1.63 20,967 Sq Ft
1.64 34,145 Sq Ft
1.65 19,908 Sq Ft
1.66 20,076 Sq Ft
1.67 22,065 Sq Ft
1.68 27,585 Sq Ft
1.69 18,900 Sq Ft
1.70 31,532 Sq Ft
1.71 27,726 Sq Ft
1.72 20,847 Sq Ft
1.73 15,900 Sq Ft
1.74 29,343 Sq Ft
1.75 17,191 Sq Ft
1.76 34,108 Sq Ft
1.77 28,702 Sq Ft
1.78 63,374 Sq Ft
1.79 13,117 Sq Ft
1.80 24,945 Sq Ft
1.81 20,918 Sq Ft
1.82 21,455 Sq Ft
1.83 25,655 Sq Ft
1.84 20,435 Sq Ft
1.85 20,094 Sq Ft
1.86 26,417 Sq Ft
1.87 24,416 Sq Ft
1.88 20,429 Sq Ft
1.89 14,860 Sq Ft
1.90 14,437 Sq Ft
1.91 25,669 Sq Ft
CUT-OFF DATE
CONTROL BALANCE PER SQ.
NUMBER FT./UNIT/PAD/ROOM OWNERSHIP INTEREST LOCKBOX
--------------- ---------------------- --------------------- ---------------
1.44 Fee Simple
1.45 Fee Simple
1.46 Fee Simple
1.47 Fee Simple
1.48 Fee Simple
1.49 Fee Simple
1.50 Fee Simple
1.51 Fee Simple
1.52 Fee Simple
1.53 Fee Simple
1.54 Fee Simple
1.55 Fee Simple
1.56 Fee Simple
1.57 Fee Simple
1.58 Fee Simple
1.59 Fee Simple
1.60 Fee Simple
1.61 Fee Simple
1.62 Fee Simple
1.63 Fee Simple
1.64 Fee Simple
1.65 Fee Simple
1.66 Fee Simple
1.67 Fee Simple
1.68 Fee Simple
1.69 Fee Simple
1.70 Fee Simple
1.71 Fee Simple
1.72 Fee Simple
1.73 Fee Simple
1.74 Fee Simple
1.75 Fee Simple
1.76 Fee Simple
1.77 Fee Simple
1.78 Fee Simple
1.79 Fee Simple
1.80 Fee Simple
1.81 Fee Simple
1.82 Fee Simple
1.83 Fee Simple
1.84 Fee Simple
1.85 Fee Simple
1.86 Fee Simple
1.87 Fee Simple
1.88 Fee Simple
1.89 Fee Simple
1.90 Fee Simple
1.91 Fee Simple
A-8
MORTGAGE LOAN SCHEDULE
(continued)
CONTROL LOAN LOAN
NUMBER GROUP LOAN NUMBER ORIGINATOR PROPERTY NAME ADDRESS CITY
--------- -------- ------------- ------------- -------------------------- ----------------------------------- --------------------
1.92 XX00000-00 XXXX Xxxxx X'xxxxx Xxxxxxxx/XX 000 Xxxxx Xxxxxx Xxxxx X'Xxxxx
1.93 XX00000-00 XXXX Xxxxx & Xxxxxxx 0000 Xxxxx Xxxxx Xxxxxx Xxxxxx
0.00 XX00000-00 GACC Xxxxxxxxx-Xxxxxxxxxx BR 10300-10306 Sepul Veda Boulevard Mission Hills
1.95 XX00000-00 XXXX Xxxxx Xxxxxxxx 00000 Xxxxxxxx Xxxxxxxxx Xxxxx Xxxxx
1.96 XX00000-00 XXXX Xxxxxxx Xxxxxx Facility 0000 Xxxxxxx Xxxxxx Xxxx Xxxxxxxxx
0.00 XX00000-00 GACC Xxxxxxxxx 0000 Xxxxxxxxxx Xxxxxx Xxxxxxxxxxx
0.00 XX00000-00 GACC Walla Walla 000 Xxxx Xxxx Xxxxxx Xxxxx Walla
1.99 XX00000-00 XXXX Xxxx Xxxxx Xxxx 0000 Xxxx Xxxxxxxxx Xxxxxx Xxxx Xxxxx
1.100 XX00000-000 XXXX Xxxx Xxxxxxxxx 00000 Xxxxx Xxxxxxxxx Xxxx Xxxxxxxxx
1.101 GA18944-101 GACC Florissant Facility 000 Xxx Xx. Xxxxxxxx Florissant
1.102 XX00000-000 XXXX Xxxx Xxxxxxx Facility 0000 Xxxxxxx Xxxxxx Xxxxx Xxxx Xxxxxxxxxxx
1.103 GA18944-103 GACC Xxxxxxxxxxxx Xxxxxx 000 Xxxx Xxxxxxxxx Independence
1.104 GA18944-104 GACC Henderson 000 Xxxxx Xxxxxx Xxxxxxxxx
1.105 GA18944-105 GACC Calwa 0000 Xxxxx Xxxxx Xxxxxx Xxxxxx
1.106 GA18944-106 GACC Xxxxxxxx Xxxxxxx 0000 Xxxxxxx Xxxxxx Torrance
1.107 GA18944-107 GACC Xxxxx-Atlantic 0000 Xxxxxxxx Xxxxxx Xxxx Xxxxx
1.108 XX00000-000 XXXX Xxxxxxx Xxxxxxx Branch 0000 Xxxxx Xxxxxxxx Xxx Xxxxxxx
1.109 XX00000-000 XXXX Xxx Xxxx Xxxxxx 0000 Xxxxxxxx Xxxxxxxxxx
1.110 XX00000-000 XXXX Xxx Xxxx 0000 Xxxxxxxxxx Xxxxxxxxx Xxxx Xxxxxxxxxxxx
1.111 GA18944-111 GACC Carrollton 0000 Xxxxx Xxxxx Xxxx Carrollton
1.112 GA18944-112 GACC Xxxxxxx Xxxxxx 0000 Xxxx Xxxxxxxx Xxxxxxx Xxxxxxx
1.113 GA18944-113 GACC Palmdale Branch 000 Xxxx Xxxxxxxx Xxxxxxxxx Xxxxxxxx
1.114 GA18944-114 GACC Xxxxx Banking Xxxxxx 000 Xxxxx Xxxxxx Xxxxx
1.115 XX00000-000 XXXX Xxx Xxxxxxx 0 Xxxx Xxxxxx Xxx Xxxxxxx
1.116 GA18944-116 XXXX Xxxxx Xxxx 000 Xxxx 0xx Xxxxxx Moses Lake
1.117 GA18944-117 GACC Dalhart Banking Center 000 Xxxxxx Xxxxxx Dalhart
1.118 XX00000-000 XXXX Xxxxxx-Xxxxx Xxxxxx 000 Xxxx Xxxxxx Xxxxxx Xxxx Xxxxx
1.119 XX00000-000 XXXX Xxxxx Xxxxxxx 0 Xxxx 00xx Xxxxxx Hialeah
1.120 XX00000-000 XXXX Xxxxx Xxxxxxxxx Facility 0000 Xxxxx Xxxxxxxxx Xxxxxxxxxxx
1.121 GA18944-121 GACC Admiral 0000 Xxxx Xxxxxxx Xxxxx Xxxxx
1.122 GA18944-122 GACC North Wenatchee 000 Xxxxx Xxxxxxxxx Xxxxxx Wenatchee
1.123 GA18944-123 GACC Xxxxxxx 000 Xxxx Xxxx Xxxxxx Xxxxxxx
1.124 XX00000-000 XXXX Xxxxxxxx Xxxx 000 Xxxxx Xxxx Xxxxxx Moultrie
1.125 GA18944-125 GACC Brownwood Xxx Xxxxxx Xxxxxx Xxxxxxxxx
0.000 XX00000-000 GACC Penn Street Facility 000 Xxxxxxxxxxxx Xxxxxx Independence
1.127 XX00000-000 XXXX Xxxxx Xxxxxxxx 000 Xxxxx Xxxxxxxxx Xxxxxx Xx. Pleasant
1.128 GA18944-128 GACC Ridgewood 000 Xxxxx Xxxxxxxxx Xxxxx Xxxxxxx
1.129 GA18944-129 GACC East Xxxxxxx Branch 000 Xxxxx Xxxx Xxxxx Xxxxxxxxx Compton
1.130 GA18944-130 GACC Pasco 000 Xxxx Xxxxx Xxxxxx Xxxxx
1.131 XX00000-000 XXXX Xxxx Xxxxxxx 000 Xxxx Xxxxx Xxxxxx Xxxx Xxxxxxx
1.132 XX00000-000 XXXX Xxxxxxxx Xxxx 000 Xxxx Xxxx Xxxxxxxx
0.000 XX00000-000 GACC Downtown Palmetto 000 0xx Xxxxxx Xxxx Xxxxxxxx
1.134 GA18944-134 GACC Mission 0000 Xxxxx Xxxxxx Xxxxxxx
0.000 XX00000-000 GACC Forks 000 Xxxxx Xxxxx Xxxxxx Xxxxx
1.136 GA18944-136 GACC Pico-Vermont Branch 0000 Xxxxx Xxxxxxx Xxxxxx Xxx Xxxxxxx
1.137 GA18944-137 GACC Albany Xxxx Xxxxxx 000 Xxxxx Xxxxxxxxxx Xxxxxx Albany
1.138 GA18944-138 GACC Winder (BS) 000 Xxxxx Xxxxx Xxxxxx Winder
1.139 GA18944-139 GACC Highlandtown - BAL 0000/00 Xxxxxxx Xxxxxx Xxxxxxxxx
CONTROL
NUMBER STATE ZIP CODE COUNTY
------------ ---------------- ---------- ------------------
1.92 Idaho 83814 Kootenai
1.93 California 93726 Xxxxxx
0.00 Xxxxxxxxxx 00000 Xxx Xxxxxxx
0.00 Xxxxxxx 00000 Miami-Dade
1.96 Missouri 00000 Xxxx Xxxxxxxxx
0.00 Xxxxxxxxxx 00000 Xxxx
1.98 Washington 00000 Xxxxx Xxxxx
0.00 Xxxxx 00000 Tarrant
1.100 Florida 33952 Charlotte
1.101 Xxxxxxxx 00000 Xxxxx Xxxxx
0.000 Xxx Xxxxxx 00000 Bernalillo
1.103 Missouri 64050 Xxxxxxx
1.104 Nevada 89015 Xxxxx
1.105 California 00000 Xxxxxx
0.000 Xxxxxxxxxx 00000 Los Angeles
1.107 California 90807 Los Angeles
1.108 California 90031 Los Angeles
1.109 California 95817 Xxxxxxxxxx
0.000 Xxxxxxx 00000 Xxxxx
1.111 Texas 75006 Xxxxxx
0.000 Xxxxxxxxxx 00000 Los Angeles
1.113 California 93550 Xxx Xxxxxxx
0.000 Xxxxx 00000 Xxxxx
1.115 Virginia 23669 Hampton City
1.116 Xxxxxxxxxx 00000 Grant
1.117 Texas 79022 Xxxxxx
0.000 Xxxxxxxxxx 00000 Xxx Xxxxxxx
0.000 Xxxxxxx 00000 Miami-Dade
1.120 Missouri 65804 Xxxxxx
1.121 Oklahoma 74115 Tulsa
1.122 Washington 00000 Xxxxxx
0.000 Xxxxx 00000 Xxxxxxx
0.000 Xxxxxxx 00000 Xxxxxxxx
0.000 Xxxxx 00000 Xxxxx
1.126 Xxxxxx 00000 Xxxxxxxxxx
1.127 Texas 75455 Xxxxx
1.128 Florida 33870 Highlands
1.129 California 90221 Los Angeles
1.130 Xxxxxxxxxx 00000 Franklin
1.131 Xxxxxxxxxx 00000 Xxxxxxx
0.000 Xxxxxxxx 00000 Xxxxx
1.133 Florida 34221 Manatee
1.134 Texas 00000 Xxxxxxx
1.135 Washington 98331 Xxxxxxx
0.000 Xxxxxxxxxx 00000 Los Angeles
1.137 Xxxxxxx 00000 Xxxxxxxxx
1.138 Xxxxxxx 00000 Xxxxxx
1.139 Maryland 21224 Baltimore City
A-9
MORTGAGE LOAN SCHEDULE
CONTROL RELATED ORIGINAL CURRENT INTEREST ADMIN.
NUMBER GROUPS BALANCE ($) BALANCE ($) RATE % FEE % ACCRUAL TYPE AMORTIZATION TYPE NOTE DATE
----------- -------- ------------- -------------- ---------- -------- ---------------- ---------------------- ---------------
1.92
1.93
1.94
1.95
1.96
1.97
1.98
1.99
1.100
1.101
1.102
1.103
1.104
1.105
1.106
1.107
1.108
1.109
1.110
1.111
1.112
1.113
1.114
1.115
1.116
1.117
1.118
1.119
1.120
1.121
1.122
1.123
1.124
1.125
1.126
1.127
1.128
1.129
1.130
1.131
1.132
1.133
1.134
1.135
1.136
1.137
1.138
1.139
CONTROL FIRST PAYMENT ORIGINAL INTEREST REMAINING INTEREST
NUMBER DATE ONLY PERIOD ONLY PERIOD SEASONING
----------- --------------- ------------------ --------------------- ----------
1.92
1.93
1.94
1.95
1.96
1.97
1.98
1.99
1.100
1.101
1.102
1.103
1.104
1.105
1.106
1.107
1.108
1.109
1.110
1.111
1.112
1.113
1.114
1.115
1.116
1.117
1.118
1.119
1.120
1.121
1.122
1.123
1.124
1.125
1.126
1.127
1.128
1.129
1.130
1.131
1.132
1.133
1.134
1.135
1.136
1.137
1.138
1.139
A-10
MORTGAGE LOAN SCHEDULE
CONTROL ORIGINAL TERM TO REMAINING TERM TO ORIGINAL REMAINING
NUMBER MATURITY MATURITY AMORTIZATION TERM AMORTIZATION TERM PAYMENT DUE DATE
----------- ---------------------- -------------------- -------------------- ---------------------- --------------------
1.92
1.93
1.94
1.95
1.96
1.97
1.98
1.99
1.100
1.101
1.102
1.103
1.104
1.105
1.106
1.107
1.108
1.109
1.110
1.111
1.112
1.113
1.114
1.115
1.116
1.117
1.118
1.119
1.120
1.121
1.122
1.123
1.124
1.125
1.126
1.127
1.128
1.129
1.130
1.131
1.132
1.133
1.134
1.135
1.136
1.137
1.138
1.139
CONTROL GRACE DEFAULT MATURITY DATE OR SCHEDULED MATURITY
NUMBER PERIOD ARD OR ARD BALANCE ($)
------------- ------------------- -------------------- ----------------------
1.92
1.93
1.94
1.95
1.96
1.97
1.98
1.99
1.100
1.101
1.102
1.103
1.104
1.105
1.106
1.107
1.108
1.109
1.110
1.111
1.112
1.113
1.114
1.115
1.116
1.117
1.118
1.119
1.120
1.121
1.122
1.123
1.124
1.125
1.126
1.127
1.128
1.129
1.130
1.131
1.132
1.133
1.134
1.135
1.136
1.137
1.138
1.139
A-11
MORTGAGE LOAN SCHEDULE
SCHEDULED TOTAL SQ.
CONTROL ANNUAL DEBT "CUT-OFF DATE MATURITY OR ARD FT./UNITS/PADS/ UNIT
NUMBER PREPAYMENT PROVISION SERVICE LTV (%)" DATE LTV (%) ROOMS DESCRIPTION
------------ ---------------------------- ---------------- ------------------ ----------------- ---------------- ---------------
1.92 18,229 Sq Ft
1.93 14,539 Sq Ft
1.94 16,178 Sq Ft
1.95 26,186 Sq Ft
1.96 29,301 Sq Ft
1.97 16,000 Sq Ft
1.98 14,450 Sq Ft
1.99 28,562 Sq Ft
1.100 13,119 Sq Ft
1.101 21,600 Sq Ft
1.102 23,855 Sq Ft
1.103 32,530 Sq Ft
1.104 12,642 Sq Ft
1.105 12,971 Sq Ft
1.106 16,200 Sq Ft
1.107 11,937 Sq Ft
1.108 16,285 Sq Ft
1.109 10,560 Sq Ft
1.110 10,670 Sq Ft
1.111 12,853 Sq Ft
1.112 12,720 Sq Ft
1.113 13,278 Sq Ft
1.114 19,176 Sq Ft
1.115 24,059 Sq Ft
1.116 16,540 Sq Ft
1.117 21,292 Sq Ft
1.118 10,736 Sq Ft
1.119 10,212 Sq Ft
1.120 15,946 Sq Ft
1.121 19,088 Sq Ft
1.122 11,413 Sq Ft
1.123 23,236 Sq Ft
1.124 22,692 Sq Ft
1.125 22,643 Sq Ft
1.126 24,150 Sq Ft
1.127 21,710 Sq Ft
1.128 31,699 Sq Ft
1.129 10,990 Sq Ft
1.130 23,709 Sq Ft
1.131 16,187 Sq Ft
1.132 23,521 Sq Ft
1.133 28,909 Sq Ft
1.134 12,079 Sq Ft
1.135 12,327 Sq Ft
1.136 10,660 Sq Ft
1.137 35,610 Sq Ft
1.138 11,500 Sq Ft
1.139 28,484 Sq Ft
CUT-OFF DATE
CONTROL BALANCE PER SQ.
NUMBER FT./UNIT/PAD/ROOM OWNERSHIP INTEREST LOCKBOX
-------- ------------------------ --------------------- ---------------
1.92 Fee Simple
1.93 Fee Simple
1.94 Fee Simple
1.95 Fee Simple
1.96 Fee Simple
1.97 Fee Simple
1.98 Fee Simple
1.99 Fee Simple
1.100 Fee Simple
1.101 Fee Simple
1.102 Fee Simple
1.103 Fee Simple
1.104 Fee Simple
1.105 Fee Simple
1.106 Fee Simple
1.107 Fee Simple
1.108 Fee Simple
1.109 Fee Simple
1.110 Fee Simple
1.111 Fee Simple
1.112 Fee Simple
1.113 Fee Simple
1.114 Fee Simple
1.115 Fee Simple
1.116 Fee Simple
1.117 Fee Simple
1.118 Fee Simple
1.119 Fee Simple
1.120 Fee Simple
1.121 Fee Simple
1.122 Fee Simple
1.123 Fee Simple
1.124 Fee Simple
1.125 Fee Simple
1.126 Fee Simple
1.127 Fee Simple
1.128 Fee Simple
1.129 Fee Simple
1.130 Fee Simple
1.131 Fee Simple
1.132 Fee Simple
Fee Simple/Leashold
1.133 Fee Simple
1.134 Fee Simple
1.135 Fee Simple
1.136 Fee Simple
1.137 Fee Simple
1.138 Fee Simple
1.139 Fee Simple
A-12
MORTGAGE LOAN SCHEDULE
(continued)
CONTROL LOAN LOAN
NUMBER GROUP LOAN NUMBER ORIGINATOR PROPERTY NAME ADDRESS CITY
--------- ------- -------------- ------------ ----------------------------- -------------------------------- --------------------
1.140 XX00000-000 XXXX Xxxxx Xxxxxx 000 Xxxxx Xxxxxx Xxxxx Xxxxxx
1.141 GA18944-141 GACC Downtown Facility 000 Xxxx 0xx Xxxxxx Rolla
1.142 GA18944-142 GACC Norton - 0xx Xxxxxx 000 Xxxx Xxxxxx Xxxxx Xxxx Xxxxxx
1.143 GA18944-143 GACC Lexington Facility 0000 Xxxx Xxxxxx Xxxxxxxxx
1.144 GA18944-144 GACC Clermont 000 Xxxx Xxxxxxx 00 Xxxxxxxx
1.145 GA18944-145 GACC Camelback Uptown 00 Xxxx Xxxxxxxxx Xxxx Xxxxxxx
1.146 GA18944-146 GACC Red Bluff Branch 000 Xxxx Xxxxxx Xxx Xxxxx
1.147 GA18944-147 GACC Hollywood/Tyler 0000 Xxxxx Xxxxxx Xxxxxxxxx
1.148 GA18944-148 GACC Richland Facility 000 XxXxxxx Xxxxxxxx
1.149 GA18944-149 GACC West Sunshine Facility 000 Xxxx Xxxxxxxx Xxxxxxxxxxx
1.150 GA18944-150 GACC Muskogee Main Facility 000 Xxxx Xxxxxxxx Muskogee
1.151 XX00000-000 XXXX Xxxxxxx Xxxx (CCNB) 000 Xxxxx Xxxxxxxxxx Xxxxxxx Xxxx
1.152 XX00000-000 XXXX Xxxxxxxx Xxxxxxxx/XX 000 Xxxx Xxxxxx Xxxxxx Xxxxxxxx
5 1 DBM18741 XXXX Xxxxx Xxxxxx Xxxxx X 000 0xx Xxxxxx Xxxxxxxxxx
0 1 DBM18791 GACC Town Center at Virginia Beach 000 Xxxxxxx Xxxx Xxxxxx Xxxxxxxx Beach
13 2 DBM19231 GACC Wiener Apartment Portfolio VI Various Bronx
13.1 DBM19231-1 GACC 2280-2300 Xxxxxxxxx Xxxxxx 0000-0000 Xxxxxxxxx Avenue Bronx
13.2 DBM19231-2 GACC 0000-0000 Xxxxxxxxxxx Xxxxxx 0000-0000 Xxxxxxxxxxx Xxxxxx Xxxxx
13.3 DBM19231-3 GACC 0000 Xxxxxxxxx Xxxxxx 0000 Xxxxxxxxx Xxxxxx Xxxxx
17 1 DBM18821 GACC Rainbow Corporate Center 000 Xxxxx Xxxxxxx Xxxxxxxxx Xxx Xxxxx
23 1 DBM19086 GACC Pavilion at Rockville Center 000 Xxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxx
27 1 DBM18617 GACC Xxxx'x Lewiston 00 Xxxx Xxxxxx Xxxxxxxx
28 2 DBM19044 XXXX Xxxxxxxxxx Xxxx Xxxxxxxxxx 0000 Xxxxxxxx Xxxxxxx
29 1 DBM19191 XXXX Xxxxxx Xxxxx Xxxxxx X & XX 0000-0000 & 1240-1280 Activity Vista
Drive, 1300, 0000 Xxxxxxxxx Xxxxx
30 2 DBM19002 GACC Cascade Heights Apartments 0000 Xxxxx Xxxxxx Xxxxxxxxx Xxxxxx
33 2 DBM19227 GACC Springtree Xxxxxxx Apartments 0000 Xxxxx Xxxxxxxxxx Xxxxx Sunrise
36 2 DBM19351 GACC Mallard Pointe Apartments 000 00xx Xxxxxx Xxxxx Xxxx Xxxxxx
37 1 DBM18871 GACC Balboa Xxxxxxx Xxxxx 00000 Xxxxxx Xxxxxxxxx Xxxxxxx Hills
39 2 DBM19222 GACC Pinewood Apartments 000-000 Xxxxxxxxxx Xxxxx Xxxxxxxxxx
41 1 DBM18567 GACC 0000 Xxx Xxxxxx 0000 Xxx Xxxxxx Xxxxxxxxxx
45 2 DBM19211 GACC Xxxxxxxx Xxxxx Apartments Stuart's Draft Highway Stuart's Draft
51 2 DBM19166 GACC Waterford Place II Apartments 0000-0000 Xxxxxxxxxxxx Xxxx Greenville
59 1 DBM18866 GACC Center Pointe 00000 XxxXxxxxx Xxxxxxxxx Xxxxxx
63 1 DBM19016 GACC Walgreens San Antonio 00000 X.X. Xxxxxxx 000 Xxxxx Xxx Xxxxxxx
65 2 DBM19207 GACC Cottages of Martinsburg 000 Xxxxxxx Xxxx Xxxxxxxxxxx
68 1 DBM18956 GACC Flamingo Park III 12064-12090 Miramar Parkway Miramar
71 1 DBM19162 GACC Morrisville Shopping Center 000 Xxxxxxxxxxx-Xxxxxxxxx Xxxx Xxxxxxxxxxx
73 1 DBM18997 GACC Walgreens Meridian 0000 00xx Xxxxxx Xxxxxxxx
74 1 DBM18998 GACC Walgreens Hattiesburg 0000 Xxxxx Xxxxxx Xxxxxxxxxxx
78 2 DBM18985 GACC Wexford Apartments 0000-0000 0xx Xxxxxx Xxxxxx
CONTROL
NUMBER STATE ZIP CODE COUNTY
--------- --------------- ------------ ----------------
1.140 Virginia 24592 Halifax
1.141 Missouri 65401 Xxxxxx
1.142 Virginia 24273 Xxxxxx Xxxx
0.000 Xxxxxxxx 00000 Xxxxxxxxx
0.000 Xxxxxxx 00000 Xxxx
0.000 Xxxxxxx 00000 Maricopa
1.146 California 96080 Xxxxxx
0.000 Xxxxxxx 00000 Broward
1.148 Missouri 65556 Pulaski
1.149 Missouri 65807 Xxxxxx
1.150 Oklahoma 74401 Muskogee
1.151 Texas 78336 Asansas/San
Xxxxxxxx
1.152 Washington 98520 Grays Harbor
0 Xxxxxxxx xx 00000 Xxxxxxxx xx
Xxxxxxxx Xxxxxxxx
9 Virginia 23462 Xxxxxxxx Xxxxx Xxxx
00 Xxx Xxxx Various Bronx
13.1 New York 10467 Bronx
13.2 New York 10463 Bronx
13.3 New York 10467 Bronx
17 Nevada 00000 Xxxxx
00 Xxxxxxxx 00000 Xxxxxxxxxx
00 Xxxxx 00000 Androscoggin
28 Texas 00000 Xxxxxx
00 Xxxxxxxxxx 00000 Xxx Xxxxx
00 Xxxxxxxxxx 00000 King
33 Florida 00000 Xxxxxxx
00 Xxxxxxxxxx 00000 King
37 California 91344 Xxx Xxxxxxx
00 Xxxxxxxx 00000 Washington
41 District of 00000 Xxxxxxxx xx
Xxxxxxxx Xxxxxxxx
00 Xxxxxxxx 00000 Augusta
51 Xxxxx Xxxxxxxx 00000 Pitt
59 California 00000 Xxxxxx
00 Xxxxx 00000 Bexar
65 Xxxx Xxxxxxxx 00000 Berkeley
68 Florida 00000 Xxxxxxx
00 Xxxxx Xxxxxxxx 00000 Wake
73 Mississippi 39301 Lauderdale
74 Mississippi 00000 Xxxxx
00 Xxxx 00000 Linn
A-13
MORTGAGE LOAN SCHEDULE
CONTROL RELATED ORIGINAL CURRENT INTEREST ADMIN.
NUMBER GROUPS BALANCE ($) BALANCE ($) RATE % FEE % ACCRUAL TYPE AMORTIZATION TYPE NOTE DATE
---------- --------- ------------- ------------- ----------- --------- --------------- --------------------- ---------------
1.140
1.141
1.142
1.143
1.144
1.145
1.146
1.147
1.148
1.149
1.150
1.151
1.152
5 65,000,000 64,857,875 5.17600 0.0318 Actual/360 Amortizing Balloon 09/09/2003
9 45,000,000 44,923,470 6.32000 0.0318 Actual/360 Amortizing Balloon 10/01/2003
13 29,690,000 29,654,061 4.96000 0.0318 Actual/360 Amortizing Balloon 10/10/2003
13.1
13.2
13.3
17 22,000,000 21,960,222 6.05000 0.0318 Actual/360 Amortizing Balloon 09/25/2003
23 15,800,000 15,800,000 5.52000 0.0318 Actual/360 Amortizing Balloon 11/26/2003
27 14,010,900 13,972,676 6.54000 0.0318 Actual/360 Fully Amortizing 09/08/2003
28 13,850,000 13,850,000 5.12000 0.0318 Actual/360 Interest Only, then 10/27/2003
29 13,350,000 13,350,000 6.11000 0.0318 Actual/360 Interest Only, then 11/13/2003
30 Group A 12,317,189 12,276,750 5.29000 0.0318 Actual/360 Amortizing Balloon 08/29/2003
33 11,760,000 11,736,362 5.57000 0.0318 Actual/360 Amortizing Balloon 09/25/2003
36 Group A 11,200,000 11,200,000 5.22000 0.0318 Actual/360 Interest Only, then 10/28/2003
37 11,100,000 11,070,366 6.28000 0.0318 Actual/360 Amortizing Balloon 08/21/2003
39 10,600,000 10,589,079 5.82000 0.0318 Actual/360 Amortizing Balloon 10/30/2003
41 10,000,000 9,981,011 5.83000 0.0318 Actual/360 Amortizing Balloon 09/17/2003
45 8,300,000 8,283,959 5.75000 0.0318 Actual/360 Amortizing Balloon 09/29/2003
51 6,500,000 6,493,951 6.35000 0.0318 Actual/360 Amortizing Balloon 10/10/2003
59 4,875,000 4,875,000 5.32000 0.0318 Actual/360 Interest Only, then 08/07/2003
63 3,907,500 3,892,211 6.91000 0.0318 Actual/360 Fully Amortizing 08/29/2003
65 3,650,000 3,646,780 6.62500 0.0618 Actual/360 Amortizing Balloon 10/31/2003
68 3,200,000 3,190,302 5.68000 0.0318 Actual/360 Amortizing Balloon 08/29/2003
71 2,740,000 2,737,504 6.46000 0.0318 Actual/360 Amortizing Balloon 10/21/2003
73 Group D 2,420,000 2,398,268 5.63000 0.0318 Actual/360 Fully Amortizing 07/30/2003
74 Group D 2,220,000 2,200,064 5.63000 0.0318 Actual/360 Fully Amortizing 07/30/2003
78 1,750,000 1,746,566 5.68000 0.0618 Actual/360 Amortizing Balloon 09/03/2003
ORIGINAL REMAINING
CONTROL FIRST INTEREST ONLY INTEREST ONLY
NUMBER PAYMENT DATE PERIOD PERIOD SEASONING
--------- -------------- ---------------- ---------------- ------------
1.140
1.141
1.142
1.143
1.144
1.145
1.146
1.147
1.148
1.149
1.150
1.151
1.152
5 11/01/2003 2
9 11/01/2003 2
13 12/01/2003 1
13.1
13.2
13.3
17 11/01/2003 2
23 01/01/2004 0
27 11/01/2003 2
28 12/01/2003 12 11 1
29 01/01/2004 12 12 0
30 10/01/2003 3
33 11/01/2003 2
36 12/01/2003 36 35 1
37 10/01/2003 3
39 12/01/2003 1
41 11/01/2003 2
45 11/01/2003 2
51 12/01/2003 1
59 10/01/2003 12 9 3
63 10/01/2003 3
65 12/01/2003 1
68 10/01/2003 3
71 12/01/2003 1
73 09/01/2003 4
74 09/01/2003 4
78 11/01/2003 2
A-14
MORTGAGE LOAN SCHEDULE
CONTROL ORIGINAL TERM TO REMAINING TERM TO ORIGINAL REMAINING
NUMBER MATURITY MATURITY AMORTIZATION TERM AMORTIZATION TERM PAYMENT DUE DATE
----------- -------------------- --------------------- --------------------- --------------------- -------------------
1.140
1.141
1.142
1.143
1.144
1.145
1.146
1.147
1.148
1.149
1.150
1.151
1.152
5 120 118 360 358 1
9 120 118 360 358 1
13 60 59 360 359 1
13.1
13.2
13.3
17 120 118 360 358 1
23 84 84 300 300 1
27 244 242 244 242 1
28 60 59 360 360 1
29 120 120 360 360 1
30 84 81 360 357 1
33 84 82 360 358 1
36 84 83 360 360 1
37 120 117 360 357 1
39 120 119 360 359 1
41 84 82 360 358 1
45 120 118 360 358 1
51 180 179 360 359 1
59 60 57 360 360 1
63 295 292 295 292 1
65 120 119 360 359 1
68 84 81 360 357 1
71 120 119 360 359 1
73 240 236 240 236 1
74 240 236 240 236 1
78 84 82 360 358 1
CONTROL GRACE DEFAULT MATURITY DATE OR SCHEDULED MATURITY
NUMBER PERIOD ARD OR ARD BALANCE ($)
----------- ------------------ -------------------- ---------------------
1.140
1.141
1.142
1.143
1.144
1.145
1.146
1.147
1.148
1.149
1.150
1.151
1.152
5 5 10/01/2013 53,753,084
9 5 10/01/2013 38,525,864
13 5 11/01/2008 27,368,318
13.1
13.2
13.3
17 5 10/01/2013 18,688,339
23 5 12/01/2010 13,393,457
27 5 02/01/2024
28 5 11/01/2008 13,029,085
29 5 12/01/2013 11,615,940
30 5 09/01/2010 10,972,145
33 5 10/01/2010 10,537,383
36 5 11/01/2010 10,548,676
37 5 09/01/2013 9,491,310
39 5 11/01/2013 8,942,182
41 5 10/01/2010 9,007,402
45 5 10/01/2013 6,987,845
51 5 11/01/2018 4,824,092
59 5 09/01/2008 4,596,712
63 5 04/01/2028
65 5 11/01/2013 3,151,331
68 5 09/01/2010 2,873,598
71 5 11/01/2013 2,354,823
73 5 08/01/2023
74 5 08/01/2023
78 5 10/01/2010 1,571,571
A-15
MORTGAGE LOAN SCHEDULE
SCHEDULED TOTAL SQ.
CONTROL ANNUAL DEBT "CUT-OFF DATE MATURITY OR ARD FT./UNITS/PADS/ UNIT
NUMBER PREPAYMENT PROVISION SERVICE LTV (%)" DATE LTV (%) ROOMS DESCRIPTION
-------------- ----------------------------- -------------- ----------------- ------------------ ---------------- -------------
1.140 24,151 Sq Ft
1.141 12,715 Sq Ft
1.142 20,058 Sq Ft
1.143 12,300 Sq Ft
1.144 13,572 Sq Ft
1.145 10,067 Sq Ft
1.146 20,320 Sq Ft
1.147 27,712 Sq Ft
1.148 10,981 Sq Ft
1.149 15,904 Sq Ft
1.150 27,495 Sq Ft
1.151 14,970 Sq Ft
1.152 30,724 Sq Ft
5 Lock/26_Defeasance/90_0%/4 4,271,508 79.09 65.55 248,576 Sq Ft
9 Lock/26_Defeasance/90_0%/4 3,349,496 74.58 64.75 324,155 Sq Ft
13 Lock/25_Defeasance/31_0%/4 1,903,888 72.86 67.24 535 Units
13.1 257 Units
13.2 195 Units
13.3 83 Units
17 Lock/26_Defeasance/90_0%/4 1,591,310 78.43 66.74 151,672 Sq Ft
23 Lock/24_Defeasance/56_0%/4 1,166,576 75.60 64.08 94,086 Sq Ft
27 Lock/26_Defeasance/217_0%/1 1,160,345 89.17 0.00 64,657 Sq Ft
28 Lock/25_Defeasance/31_0%/4 904,426 77.59 72.99 404 Units
29 Lock/24_Defeasance/92_0%/4 971,839 74.17 64.53 225,248 Sq Ft
30 Lock/27_Defeasance/53_0%/4 819,857 67.92 60.70 284 Units
33 Lock/26_Defeasance/54_0%/4 807,473 79.84 71.68 232 Units
36 Lock/25_Defeasance/55_0%/4 739,666 80.00 75.35 180 Units
37 Lock/27_Defeasance/89_0%/4 822,736 77.96 66.84 66,050 Sq Ft
39 Lock/25_Defeasance/91_0%/4 747,971 68.60 67.49 192 Units
41 Lock/26_Defeasance/54_0%/4 706,398 79.53 71.77 70,362 Sq Ft
45 Lock/26_Defeasance/90_0%/4 581,239 76.70 64.70 156 Units
51 Lock/25_Defeasance/151_0%/4 485,344 79.93 59.37 120 Units
59 Lock/27_Defeasance/29_0%/4 325,580 68.66 64.74 37,738 Sq Ft
63 Lock/27_Defeasance/267_0%/1 333,811 74.71 0.00 14,490 Sq Ft
65 Lock/25_Defeasance/91_0%/4 280,456 73.67 63.66 120 Units
68 Lock/27_Defeasance/53_0%/4 222,387 75.96 68.42 45,400 Sq Ft
71 Lock/25_Defeasance/91_0%/4 206,960 72.04 61.97 25,200 Sq Ft
73 Lock/28_Defeasance/211_0%/1 203,257 56.43 0.00 14,560 Sq Ft
74 Lock/28_Defeasance/211_0%/1 186,459 43.57 0.00 13,650 Sq Ft
78 Lock/26_Defeasance/54_0%/4 121,618 79.39 71.44 56 Units
CUT-OFF DATE
CONTROL BALANCE PER SQ.
NUMBER FT./UNIT/PAD/ROOM OWNERSHIP INTEREST LOCKBOX
------------ -------------------- ------------------- ----------------
1.140 Fee Simple
1.141 Fee
Simple/Leasehold
1.142 Fee Simple
1.143 Fee Simple
1.144 Leasehold
1.145 Leasehold
1.146 Fee Simple
1.147 Fee
Simple/Leasehold
1.148 Fee Simple
1.149 Leasehold
1.150 Fee Simple
1.151 Fee Simple
1.152 Fee
Simple/Leasehold
5 261 Fee Simple Hard
9 139 Fee Simple Soft
13 55,428 Fee Simple
13.1 Fee Simple
13.2 Fee Simple
13.3 Fee Simple
17 145 Fee Simple Hard
23 168 Fee Simple Soft
27 216 Fee Simple Hard
28 34,282 Fee Simple
29 59 Fee Simple Soft
30 43,228 Fee Simple
33 50,588 Fee
Simple/Leasehold
36 62,222 Fee Simple
37 168 Fee Simple Soft
39 55,152 Fee Simple
41 142 Fee Soft
Simple/Leasehold
45 53,102 Fee Simple
51 54,116 Fee Simple
59 129 Fee Simple Soft
63 269 Fee Simple Hard
65 30,390 Fee Simple
68 70 Fee Simple
71 109 Fee Simple
73 165 Fee Simple Hard
74 161 Fee Simple Hard
78 31,189 Fee Simple
A-16
EXHIBIT B
REPRESENTATIONS AND WARRANTIES OF THE MORTGAGE LOAN SELLER
REGARDING THE INDIVIDUAL MORTGAGE LOANS
With respect to each Mortgage Loan, the Mortgage Loan Seller hereby
represents and warrants, as of the date hereinbelow specified or, if no such
date is specified, as of the Closing Date, except as set forth on Schedule B-1
hereto, that:
1) Mortgage Loan Schedule. The information set forth in the
Mortgage Loan Schedule is complete, true and correct in all material
respects as of the date of this Agreement and as of the Cut-off Date.
2) Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is
a whole loan and not a participation interest in a mortgage loan.
Immediately prior to the transfer to the Purchaser of the Mortgage
Loans, the Seller had good title to, and was the sole owner of, each
Mortgage Loan. The Seller has full right, power and authority to
transfer and assign each of the Mortgage Loans to or at the direction
of the Purchaser and has validly and effectively conveyed (or caused
to be conveyed) to the Purchaser or its designee all of the Seller's
legal and beneficial interest in and to the Mortgage Loans free and
clear of any and all pledges, liens, charges, security interests
and/or other encumbrances. The sale of the Mortgage Loans to the
Purchaser or its designee does not require the Seller to obtain any
governmental or regulatory approval or consent that has not been
obtained.
3) Payment Record. No scheduled payment of principal and interest
under any Mortgage Loan was 30 days or more past due as of the Cut-off
Date, and no Mortgage Loan was 30 days or more delinquent in the
twelve-month period immediately preceding the Cut-off Date.
4) Lien; Valid Assignment. The Mortgage related to and delivered
in connection with each Mortgage Loan constitutes a valid and, subject
to the exceptions set forth in paragraph 13 below, enforceable first
priority lien upon the related Mortgaged Property, prior to all other
liens and encumbrances, except for (a) the lien for current real
estate taxes and assessments not yet due and payable, (b) covenants,
conditions and restrictions, rights of way, easements and other
matters that are of public record and/or are referred to in the
related lender's title insurance policy, (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy, (d)
other matters to which like properties are commonly subject, none of
which matters referred to in clauses (b), (c) or (d), individually or
in the aggregate, materially interferes with the security intended to
be provided by such Mortgage, the marketability or current use of the
Mortgaged Property, or the current ability of the Mortgaged Property
to generate operating income sufficient to service the Mortgage Loan
debt, and (e) if such Mortgage Loan is cross-collateralized with any
other Mortgage Loan, the lien of the
B-1
Mortgage for such other Mortgage Loan (the foregoing items (a) through
(e) being herein referred to as the "Permitted Encumbrances"). The
related assignment of such Mortgage executed and delivered in favor of
the Trustee is in recordable form and constitutes a legal, valid and
binding assignment, sufficient to convey to the assignee named therein
all of the assignor's right, title and interest in, to and under such
Mortgage. Such Mortgage, together with any separate security
agreements, chattel mortgages or equivalent instruments, establishes
and creates a valid and, subject to the exceptions set forth in
paragraph 13 below, enforceable security interest in favor of the
holder thereof in all of the related Mortgagor's personal property
used in, and reasonably necessary to operate, the related Mortgaged
Property. In the case of a Mortgaged Property operated as a hotel or
an assisted living facility, the Mortgagor's personal property
includes all personal property that a prudent mortgage lender making a
similar Mortgage Loan would deem reasonably necessary to operate the
related Mortgaged Property as it is currently being operated. A
Uniform Commercial Code financing statement has been filed and/or
recorded in all places necessary to perfect a valid security interest
in such personal property, to the extent a security interest may be so
created therein, and such security interest is a first priority
security interest, subject to any prior purchase money security
interest in such personal property and any personal property leases
applicable to such personal property. Notwithstanding the foregoing,
no representation is made as to the perfection of any security
interest in rents or other personal property to the extent that
possession or control of such items or actions other than the filing
of Uniform Commercial Code financing statements are required in order
to effect such perfection.
5) Assignment of Leases and Rents. The Assignment of Leases
related to and delivered in connection with each Mortgage Loan
establishes and creates a valid, subsisting and, subject to the
exceptions set forth in paragraph 13 below, enforceable first priority
lien and first priority security interest in the related Mortgagor's
interest in all leases, sub-leases, licenses or other agreements
pursuant to which any person is entitled to occupy, use or possess all
or any portion of the real property subject to the related Mortgage,
and each assignor thereunder has the full right to assign the same.
The related assignment of any Assignment of Leases not included in a
Mortgage has been executed and delivered in favor of the Trustee and
is in recordable form and constitutes a legal, valid and binding
assignment, sufficient to convey to the assignee named therein all of
the assignor's right, title and interest in, to and under such
Assignment of Leases.
6) Mortgage Status; Waivers and Modifications. Mortgage has been
satisfied, cancelled, rescinded or subordinated in whole or in part,
and the related Mortgaged Property has not been released from the lien
of such Mortgage, in whole or in part (except for partial
reconveyances of real property that are set forth on Schedule B-1 to
this Exhibit B), nor has any instrument been executed that would
effect any such satisfaction, cancellation, subordination, rescission
or release, in any manner that, in each case, materially adversely
affects the value of
B-2
the related Mortgaged Property. None of the terms of any Mortgage
Note, Mortgage or Assignment of Leases has been impaired, waived,
altered or modified in any respect, except by written instruments, all
of which are included in the related Mortgage File.
7) Condition of Property; Condemnation. (i) With respect to the
Mortgaged Properties securing the Mortgage Loans that were the subject
of an engineering report within 18 months prior to the Cut-off Date as
set forth on Schedule B-1 to this Exhibit B, each Mortgaged Property
is, to the Seller's knowledge, free and clear of any damage (or
adequate reserves therefor have been established) that would
materially and adversely affect its value as security for the related
Mortgage Loan, and (ii) with respect to the Mortgaged Properties
securing the Mortgage Loans that were not the subject of an
engineering report within 18 months prior to the Cut-off Date as set
forth on Schedule B-1 to this Exhibit B, each Mortgaged Property is in
good repair and condition and all building systems contained therein
are in good working order (or adequate reserves therefor have been
established) and each Mortgaged Property is free of structural
defects, in each case, that would materially and adversely affect its
value as security for the related Mortgage Loan as of the date hereof.
The Seller has received no notice of the commencement of any
proceeding for the condemnation of all or any material portion of any
Mortgaged Property. To the Seller's knowledge (based on surveys and/or
title insurance obtained in connection with the origination of the
Mortgage Loans), as of the date of the origination of each Mortgage
Loan, all of the material improvements on the related Mortgaged
Property that were considered in determining the appraised value of
the Mortgaged Property lay wholly within the boundaries and building
restriction lines of such property, except for encroachments that are
insured against by the lender's title insurance policy referred to
herein or that do not materially and adversely affect the value or
marketability of such Mortgaged Property, and no improvements on
adjoining properties materially encroached upon such Mortgaged
Property so as to materially and adversely affect the value or
marketability of such Mortgaged Property, except those encroachments
that are insured against by the Title Policy referred to herein.
8) Title Insurance. Each Mortgaged Property is covered by an
American Land Title Association (or an equivalent form of) lender's
title insurance policy or a marked-up title insurance commitment (on
which the required premium has been paid) which evidences such title
insurance policy (the "Title Policy") in the original principal amount
of the related Mortgage Loan after all advances of principal. Each
Title Policy insures that the related Mortgage is a valid first
priority lien on such Mortgaged Property, subject only to Permitted
Encumbrances. Each Title Policy (or, if it has yet to be issued, the
coverage to be provided thereby) is in full force and effect, all
premiums thereon have been paid, and no material claims have been made
thereunder and no claims have been paid thereunder. No holder of the
related Mortgage has done, by act or omission, anything that would
materially impair the coverage under such Title Policy. Immediately
following the transfer and assignment of the related Mortgage Loan
B-3
to the Trustee, such Title Policy (or, if it has yet to be issued, the
coverage to be provided thereby) will inure to the benefit of the
Trustee without the consent of or notice to the insurer. To the
Seller's knowledge, the insurer issuing such Title Policy is qualified
to do business in the jurisdiction in which the related Mortgaged
Property is located.
9) No Holdbacks. The proceeds of each Mortgage Loan have been
fully disbursed and there is no obligation for future advances with
respect thereto. With respect to each Mortgage Loan, any and all
requirements as to completion of any on-site or off-site improvement
and as to disbursements of any funds escrowed for such purpose that
were to have been complied with on or before the Closing Date have
been complied with, or any such funds so escrowed have not been
released.
10) Mortgage Provisions. The Mortgage Note or Mortgage for each
Mortgage Loan, together with applicable state law, contains customary
and enforceable provisions (subject to the exceptions set forth in
paragraph 13) sucH as to render the rights and remedies of the holder
thereof adequate for the practical realization against the related
Mortgaged Property of the principal benefits of the security intended
to be provided thereby.
11) Trustee under Deed of Trust. If any Mortgage is a deed of
trust, (i) a trustee, duly qualified under applicable law to serve as
such, is properly designated and serving under such Mortgage, and (ii)
no fees or expenses are payable to such trustee by the Seller, the
Purchaser or any transferee thereof except in connection with a
trustee's sale after default by the related Mortgagor or in connection
with any full or partial release of the related Mortgaged Property or
related security for the related Mortgage Loan.
12) Environmental Conditions.
i) With respect to the Mortgaged Properties securing the
Mortgage Loans that were the subject of an environmental site
assessment within 18 months prior to the Cut-off Date as set
forth on Schedule B-1 to this Exhibit B, an environmental site
assessment or an update of a previous such report, was performed
with respect to each Mortgaged Property in connection with the
origination or the sale of the related Mortgage Loan, a report of
each such assessment (or the most recent assessment with respect
to each Mortgaged Property) (an "Environmental Report") has been
delivered to the Purchaser, and the Seller has no knowledge of
any material and adverse environmental condition or circumstance
affecting any Mortgaged Property that was not disclosed in such
report. Each Mortgage requires the related Mortgagor to comply
with all applicable federal, state and local environmental laws
and regulations. Where such assessment disclosed the existence of
a material and adverse environmental condition or circumstance
affecting any Mortgaged Property, (i) a party not related to the
Mortgagor was identified
B-4
as the responsible party for such condition or circumstance or
(ii) environmental insurance covering such condition was obtained
or must be maintained until the condition is remediated, or (iii)
the related Mortgagor was required either to provide additional
security that was deemed to be sufficient by the originator in
light of the circumstances and/or to establish an operations and
maintenance plan. In the case of each Mortgage Loan set forth on
Schedule B-1 to this Exhibit B, (i) such Mortgage Loan is the
subject of a Secured Creditor Impaired Property Policy, issued by
the issuer set forth on Schedule B-1 (the "Policy Issuer") and
effective as of the date thereof (the "Environmental Insurance
Policy"), (ii) the Environmental Insurance Policy is in full
force and effect, (iii)(a) a property condition or engineering
report was prepared with respect to lead based paint ("LBP"),
asbestos containing materials ("ACM") and radon gas ("RG") at
each related Mortgaged Property, and (b) if such report disclosed
the existence of a material and adverse LBP, ACM or RG
environmental condition or circumstance affecting the related
Mortgaged Property, the related Mortgagor (A) was required to
remediate the identified condition prior to closing the Mortgage
Loan or provide additional security or establish with the lender
a reserve from loan proceeds, in an amount deemed to be
sufficient by the Seller, for the remediation of the problem,
and/or (B) agreed in the Mortgage Loan documents to establish an
operations and maintenance plan after the closing of the Mortgage
Loan, (iv) on the effective date of the Environmental Insurance
Policy, Seller as originator had no knowledge of any material and
adverse environmental condition or circumstance affecting the
Mortgaged Property (other than the existence of LBP, ACM or RG)
that was not disclosed to the Policy Issuer in one or more of the
following: (a) the application for insurance, (b) a borrower
questionnaire that was provided to the Policy Issuer, or (c) an
engineering or other report provided to the Policy Issuer, and
(v) the premium of any Environmental Insurance Policy has been
paid through the maturity of the policy's term and the term of
such policy extends at least five years beyond the maturity of
the Mortgage Loan.
ii) With respect to the Mortgaged Properties securing the
Mortgage Loans that were not the subject of an environmental site
assessment within 18 months prior to the Cut-off Date as set
forth on Schedule B-1 to this Exhibit B, (i) no Hazardous
Material is present on such Mortgaged Property such that (1) the
value of such Mortgaged Property is materially and adversely
affected or (2) under applicable federal, state or local law, (a)
such Hazardous Material could be required to be eliminated at a
cost materially and adversely affecting the value of the
Mortgaged Property before such Mortgaged Property could be
altered, renovated, demolished or transferred, or (b) the
presence of such Hazardous Material could (upon action by the
appropriate governmental authorities) subject the owner of such
Mortgaged Property, or the holders of a security interest
therein, to liability for the cost of eliminating such
B-5
Hazardous Material or the hazard created thereby at a cost
materially and adversely affecting the value of the Mortgaged
Property, and (ii) such Mortgaged Property is in material
compliance with all applicable federal, state, and local laws
pertaining to Hazardous Materials or environmental hazards, any
noncompliance with such laws does not have a material adverse
effect on the value of such Mortgaged Property, and neither
Seller nor, to Seller's knowledge, the related Mortgagor or any
current tenant thereon, has received any notice of violation or
potential violation of any such law.
iii) "Hazardous Materials" means gasoline, petroleum
products, explosives, radioactive materials, polychlorinated
biphenyls or related or similar materials and any other substance
or material as may be defined as a hazardous or toxic substance
by any federal, state or local environmental law, ordinance,
rule, regulation or order, including without limitation, the
Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended (42 U.S.C.(Sections)9601 et seq.), the
Hazardous Materials Transportation Act as amended (42
U.S.C.(Sections)6901 et seq.), the Federal Water Pollution
Control Act as amended (33 U.S.C.(Sections)1251 et seq.), the
Clean Air Act (42 U.S.C.(Sections)1251 et seq.) and any
regulations promulgated pursuant thereto.
13) Loan Document Status. Each Mortgage Note, Mortgage and other
agreement that evidences or secures such Mortgage Loan and was executed by
or on behalf of the related Mortgagor is the legal, valid and binding
obligation of the maker thereof (subject to any non-recourse provisions
contained in any of the foregoing agreements and any applicable state
anti-deficiency or market value limit deficiency legislation), enforceable
in accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally, and by general principles of
equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law) and there is no valid defense, counterclaim
or right of offset or rescission available to the related Mortgagor with
respect to such Mortgage Note, Mortgage or other agreement.
14) Insurance. Each Mortgaged Property is, and is required pursuant to
the related Mortgage to be, insured by (a) a fire and extended perils
insurance policy providing coverage against loss or damage sustained by
reason of fire, lightning, windstorm, hail, explosion, riot, riot attending
a strike, civil commotion, aircraft, vehicles and smoke, and, to the extent
required as of the date of origination by the originator of such Mortgage
Loan consistent with its normal commercial mortgage lending practices,
against other risks insured against by persons operating like properties in
the locality of the Mortgaged Property in an amount not less than the
lesser of the principal balance of the related Mortgage Loan and the
replacement cost of the Mortgaged Property, and contains no provisions for
a deduction for depreciation, and not less than the amount necessary to
avoid the operation of any co-insurance provisions with respect to
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the Mortgaged Property; (b) a business interruption or rental loss
insurance policy, in an amount at least equal to six months of operations
of the Mortgaged Property; (c) a flood insurance policy (if any portion of
buildings or other structures on the Mortgaged Property are located in an
area identified by the Federal Emergency Management Agency as having
special flood hazards and the Federal Emergency Management Agency requires
flood insurance to be maintained); and (d) a comprehensive general
liability insurance policy in amounts as are generally required by
commercial mortgage lenders, and in any event not less than $1 million per
occurrence. Such insurance policy contains a standard mortgagee clause that
names the mortgagee as an additional insured in the case of liability
insurance policies and as a loss payee in the case of property insurance
policies and requires prior notice to the holder of the Mortgage of
termination or cancellation. No such notice has been received, including
any notice of nonpayment of premiums, that has not been cured. Each
Mortgage obligates the related Mortgagor to maintain all such insurance
and, upon such Mortgagor's failure to do so, authorizes the holder of the
Mortgage to maintain such insurance at the Mortgagor's cost and expense and
to seek reimbursement therefor from such Mortgagor. Each Mortgage provides
that casualty insurance proceeds will be applied (a) to the restoration or
repair of the related Mortgaged Property, (b) to the restoration or repair
of the related Mortgaged Property, with any excess insurance proceeds after
restoration or repair being paid to the Mortgagor, or (c) to the reduction
of the principal amount of the Mortgage Loan.
15) Taxes and Assessments. As of the Closing Date, there are no
delinquent or unpaid taxes, assessments (including assessments payable in
future installments), or other outstanding charges affecting any Mortgaged
Property that are or may become a lien of priority equal to or higher than
the lien of the related Mortgage. For purposes of this representation and
warranty, real property taxes and assessments shall not be considered
unpaid until the date on which interest or penalties would be first payable
thereon.
16) Mortgagor Bankruptcy. No Mortgaged Property, nor any portion
thereof is the subject of, and no Mortgagor under a Mortgage loan is, a
debtor in any state or federal bankruptcy or insolvency or similar
proceeding.
17) Leasehold Estate. Each Mortgaged Property consists of a fee simple
estate in real estate or, if the related Mortgage Loan is secured in whole
or in part by the interest of a Mortgagor as a lessee under a ground lease
of a Mortgaged Property (a "Ground Lease"), by the related Mortgagor's
interest in the Ground Lease but not by the related fee interest in such
Mortgaged Property (the "Fee Interest"), and as to such Ground Leases:
i) Such Ground Lease or a memorandum thereof has been or will be
duly recorded; such Ground Lease (or the related estoppel letter or
lender protection agreement between the Seller and related lessor)
does not prohibit the current use of the Mortgaged Property and does
not prohibit the interest of the lessee thereunder to be encumbered by
the
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related Mortgage; and there has been no material change in the payment
terms of such Ground Lease since the origination of the related
Mortgage Loan, with the exception of material changes reflected in
written instruments that are a part of the related Mortgage File;
ii) The lessee's interest in such Ground Lease is not subject to
any liens or encumbrances superior to, or of equal priority with, the
related Mortgage, other than Permitted Encumbrances;
iii) The Mortgagor's interest in such Ground Lease is assignable
to the Purchaser and its successors and assigns upon notice to, but
without the consent of, the lessor thereunder (or, if such consent is
required, it has been obtained prior to the Closing Date) and, in the
event that it is so assigned, is further assignable by the Purchaser
and its successors and assigns upon notice to, but without the need to
obtain the consent of, such lessor or if such lessor's consent is
required it cannot be unreasonably withheld;
iv) Such Ground Lease is in full force and effect, and the Ground
Lease provides that no material amendment to such Ground Lease is
binding on a mortgagee unless the mortgagee has consented thereto, and
the Seller has received no notice that an event of default has
occurred thereunder, and, to the Seller's knowledge, there exists no
condition that, but for the passage of time or the giving of notice,
or both, would result in an event of default under the terms of such
Ground Lease;
v) Such Ground Lease or an estoppel letter or other agreement,
(A) requires the lessor under such Ground Lease to give notice of any
default by the lessee to the holder of the Mortgage; and (B) provides
that no notice of termination given under such Ground Lease is
effective against the holder of the Mortgage unless a copy of such
notice has been delivered to such holder and the lessor has offered or
is required to enter into a new lease with such holder on terms that
do not materially vary from the economic terms of the Ground Lease.
vi) A mortgagee is permitted a reasonable opportunity (including,
where necessary, sufficient time to gain possession of the interest of
the lessee under such Ground Lease) to cure any default under such
Ground Lease, which is curable after the receipt of notice of any such
default, before the lessor thereunder may terminate such Ground Lease;
vii) Such Ground Lease has an original term (including any
extension options set forth therein) which extends not less than
twenty years beyond the Stated Maturity Date of the related Mortgage
Loan;
viii) Under the terms of such Ground Lease and the related
Mortgage, taken together, any related insurance proceeds or
condemnation
B-8
award awarded to the holder of the ground lease interest will be
applied either (A) to the repair or restoration of all or part of the
related Mortgaged Property, with the mortgagee or a trustee appointed
by the related Mortgage having the right to hold and disburse such
proceeds as the repair or restoration progresses (except in such cases
where a provision entitling a third party to hold and disburse such
proceeds would not be viewed as commercially unreasonable by a prudent
commercial mortgage lender), or (B) to the payment of the outstanding
principal balance of the Mortgage Loan together with any accrued
interest thereon;
ix) Such Ground Lease does not impose any restrictions on
subletting which would be viewed as commercially unreasonable by
prudent commercial mortgage lenders lending on a similar Mortgaged
Property in the lending area where the Mortgaged Property is located;
and such Ground Lease contains a covenant that the lessor thereunder
is not permitted, in the absence of an uncured default, to disturb the
possession, interest or quiet enjoyment of the lessee thereunder for
any reason, or in any manner, which would materially adversely affect
the security provided by the related Mortgage; and
x) Such Ground Lease requires the Lessor to enter into a new
lease upon termination of such Ground Lease if the Ground Lease is
rejected in a bankruptcy proceeding.
18) Escrow Deposits. All escrow deposits and payments relating to
each Mortgage Loan that are, as of the Closing Date, required to be
deposited or paid have been so deposited or paid.
19) Qualified Mortgage. Such Mortgage Loan is a "qualified
mortgage" within the meaning of Section 860G(a)(3) of the Code and Treasury
regulation section 1.860G-2(a), and the related Mortgaged Property, if
acquired in connection with the default or imminent default of such
Mortgage Loan, would constitute "foreclosure property" within the meaning
of Section 860G(a)(8) (without regard to Section 856(e)(4) of the Code).
20) [Reserved]
21) Advancement of Funds by the Seller. No holder of a Mortgage
Loan has advanced funds or induced, solicited or knowingly received any
advance of funds from a party other than the owner of the related Mortgaged
Property, directly or indirectly, for the payment of any amount required by
such Mortgage Loan.
22) No Mechanics' Liens. Each Mortgaged Property is free and
clear of any and all mechanics' and materialmen's liens that are prior or
equal to the lien of the related Mortgage, and no rights are outstanding
that under law could give rise to any such lien that would be prior or
equal to the lien of the related
B-9
Mortgage except, in each case, for liens insured against by the Title Policy
referred to herein.
23) Compliance with Usury Laws. Each Mortgage Loan complied with all
applicable usury laws in effect at its date of origination.
24) Cross-collateralization. Except as set forth on Schedule B-1 to
this Exhibit B, no Mortgage Loan is cross-collateralized or cross-defaulted with
any loan other than one or more other Mortgage Loans.
25) Releases of Mortgaged Property. Except as described in the next
sentence, no Mortgage Note or Mortgage requires the mortgagee to release all or
any material portion of the related Mortgaged Property that was included in the
appraisal for such Mortgaged Property, and/or generates income from the lien of
the related Mortgage except upon payment in full of all amounts due under the
related Mortgage Loan or in connection with the defeasance provisions of the
related Note and Mortgage. The Mortgages relating to those Mortgage Loans
identified on Schedule B-1 hereto require the mortgagee to grant releases of
portions of the related Mortgaged Properties upon (a) the satisfaction of
certain legal and underwriting requirements and/or (b) the payment of a release
price and prepayment consideration in connection therewith. Except as described
in the first sentence hereof and for those Mortgage Loans identified on Schedule
B-1 hereto, no Mortgage Loan permits the full or partial release or substitution
of collateral unless the mortgagee or servicer can require the Borrower to
provide an opinion of tax counsel to the effect that such release or
substitution of collateral (a) would not constitute a "significant modification"
of such Mortgage Loan within the meaning of Treas. Reg.(Section)1.1001-3 and (b)
would not cause such Mortgage Loan to fail to be a "qualified mortgage" within
the meaning of Section 860G(a)(3)(A) of the Code.
26) No Equity Participation or Contingent Interest. No Mortgage Loan
contains any equity participation by the lender or provides for negative
amortization (except that the ARD Loan may provide for the accrual of interest
at an increased rate after the Anticipated Repayment Date) or for any contingent
or additional interest in the form of participation in the cash flow of the
related Mortgaged Property.
27) No Material Default. There exists no material Event of Default,
breach, violation or event of acceleration (and, to the Seller's actual
knowledge, no event which, with the passage of time or the giving of notice, or
both, would constitute any of the foregoing) under the documents evidencing or
securing the Mortgage Loan, in any such case to the extent the same materially
and adversely affects the value of the Mortgage Loan and the related Mortgaged
Property; provided, however, that this representation and warranty does not
address or otherwise cover any default, breach, violation or event of
acceleration that specifically pertains to any matter otherwise covered by any
other representation
B-10
and warranty made by the Seller in any of paragraphs 3, 7, 12, 14, 15, 16 and 17
of this Exhibit B.
28) Inspections. The Seller (or if the Seller is not the originator,
the originator of the Mortgage Loan) has inspected or caused to be inspected
each Mortgaged Property in connection with the origination of the related
Mortgage Loan.
29) Local Law Compliance. Based on due diligence considered reasonable
by prudent commercial mortgage lenders in the lending area where the Mortgaged
Property is located, the improvements located on or forming part of each
Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal performed at origination or in connection with the sale of the related
Mortgage Loan by the Seller hereunder.
30) Junior Liens. None of the Mortgage Loans permits the related
Mortgaged Property to be encumbered by any lien (other than a Permitted
Encumbrance) junior to or of equal priority with the lien of the related
Mortgage without the prior written consent of the holder thereof or the
satisfaction of debt service coverage or similar criteria specified therein. The
Seller has no knowledge that any of the Mortgaged Properties is encumbered by
any lien junior to the lien of the related Mortgage.
31) Actions Concerning Mortgage Loans. To the knowledge of the Seller,
there are no actions, suits or proceedings before any court, administrative
agency or arbitrator concerning any Mortgage Loan, Mortgagor or related
Mortgaged Property that might adversely affect title to the Mortgaged Property
or the validity or enforceability of the related Mortgage or that might
materially and adversely affect the value of the Mortgaged Property as security
for the Mortgage Loan or the use for which the premises were intended.
32) Servicing. The servicing and collection practices used by the
Seller or any prior holder or servicer of each Mortgage Loan have been in all
material respects legal, proper and prudent and have met customary industry
standards.
33) Licenses and Permits. To the Seller's knowledge, based on due
diligence that it customarily performs in the origination of comparable mortgage
loans, as of the date of origination of each Mortgage Loan or as of the date of
the sale of the related Mortgage Loan by the Seller hereunder, the related
Mortgagor was in possession of all material licenses, permits and franchises
required by applicable law for the ownership and operation of the related
Mortgaged Property as it was then operated.
B-11
34) Assisted Living Facility Regulation. If the Mortgaged Property is
operated as an assisted living facility, to the Seller's knowledge (a) the
related Mortgagor is in compliance in all material respects with all federal and
state laws applicable to the use and operation of the related Mortgaged
Property, and (b) if the operator of the Mortgaged Property participates in
Medicare or Medicaid programs, the facility is in compliance in all material
respects with the requirements for participation in such programs.
35) Collateral in Trust. The Mortgage Note for each Mortgage Loan is
not secured by a pledge of any collateral that has not been assigned to the
Purchaser.
36) Due on Sale. Each Mortgage Loan contains a "due on sale" clause,
which provides for the acceleration of the payment of the unpaid principal
balance of the Mortgage Loan if, without prior written consent of the holder of
the Mortgage, the property subject to the Mortgage or any material portion
thereof, or a controlling interest in the related Mortgagor, is transferred,
sold or encumbered; provided, however, that certain Mortgage Loans provide a
mechanism for the assumption of the loan by a third party upon the Mortgagor's
satisfaction of certain conditions precedent, and upon payment of a transfer
fee, if any, or transfer of interests in the Mortgagor or constituent entities
of the Mortgagor to a third party or parties related to the Mortgagor upon the
Mortgagor's satisfaction of certain conditions precedent.
37) Single Purpose Entity. The Mortgagor on each Mortgage Loan with a
Cut-off Date Principal Balance in excess of $10 million, was, as of the
origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a
"Single Purpose Entity" shall mean an entity, other than an individual, whose
organizational documents provide substantially to the effect that it was formed
or organized solely for the purpose of owning and operating one or more of the
Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging
in any business unrelated to such Mortgaged Property or Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan documents, substantially to the effect that it does not
have any assets other than those related to its interest in and operation of
such Mortgaged Property or Properties or any indebtedness other than as
permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person (other than a Mortgagor for a Mortgage Loan that is
cross-collateralized and cross-defaulted with the related Mortgage Loan), and
that it holds itself out as a legal entity, separate and apart from any other
person.
38) Non-Recourse Exceptions. The Mortgage Loan documents for each
Mortgage Loan provide that such Mortgage Loan constitutes either (a) the
recourse obligations of at least one natural person or (b) the non-recourse
obligations of the related Mortgagor, provided that at least one natural person
(and the Mortgagor if the Mortgagor is not a natural person) is liable to the
holder
B-12
of the Mortgage Loan for damages arising in the case of fraud or willful
misrepresentation by the Mortgagor, misappropriation of rents, insurance
proceeds or condemnation awards and breaches of the environmental covenants in
the Mortgage Loan documents.
39) Defeasance and Assumption Costs. The related Mortgage Loan
Documents provide that the related borrower is responsible for the payment of
all reasonable costs and expenses of the lender incurred in connection with the
defeasance of such Mortgage Loan and the release of the related Mortgaged
Property, and the borrower is required to pay all reasonable costs and expenses
of the lender associated with the approval of an assumption of such Mortgage
Loan.
40) Defeasance. No Mortgage Loan provides that it can be defeased until
the date that is more than two years after the Closing Date or provides that it
can be defeased with any property other than government securities (as defined
in Section 2(a)(16) of the Investment Company Act of 1940, as amended) or any
direct non-callable security issued or guaranteed as to principal or interest by
the United States.
41) Prepayment Premiums. As of the applicable date of origination of
each such Mortgage Loan, any prepayment premiums and yield maintenance charges
payable under the terms of the Mortgage Loans, in respect of voluntary
prepayments, constituted customary prepayment premiums and yield maintenance
charges for commercial mortgage loans.
42) [Reserved]
For purposes of these representations and warranties, the phrases "to
the knowledge of the Mortgage Loan Seller" or "to the Mortgage Loan Seller's
knowledge" shall mean (except where otherwise expressly set forth below) the
actual state of knowledge of the Mortgage Loan Seller (i) after the Mortgage
Loan Seller's having conducted such inquiry and due diligence into such matters
as would be customarily performed by prudent institutional commercial or
multifamily, as applicable, mortgage lenders, and in all events as required by
the Mortgage Loan Seller's underwriting standards, at the time of the Mortgage
Loan Seller's origination or acquisition of the particular Mortgage Loan; and
(ii) subsequent to such origination, utilizing the monitoring practices
customarily utilized by prudent commercial or multifamily, as applicable,
mortgage lenders with respect to securitizable commercial or multifamily, as
applicable, mortgage loans, including inquiry with a representative of the loan
servicer designated as the party responsible for the knowledge of the servicer
pertaining to the Mortgage Loans. Also for purposes of these representations and
warranties, the phrases "to the actual knowledge of the Mortgage Loan Seller" or
"to the Mortgage Loan Seller's actual knowledge" shall mean (except where
otherwise expressly set forth below) the actual state of knowledge of the
Mortgage Loan Seller without any express or implied obligation to make inquiry.
All information contained in the documents included in the definition of
Mortgage File in the Pooling and Servicing Agreement shall be deemed to be
within the knowledge and the actual knowledge of the Mortgage Loan Seller, to
the extent that the Mortgage Loan Seller or its closing counsel or custodian, if
any, has reviewed or had possession of such document at any time. For purposes
of
B-13
these representations and warranties, to the extent that any representation
or warranty is qualified by the Mortgage Loan Seller's knowledge with respect to
the contents of the Mortgage Note, Mortgage, lender's title policy and any
letters of credit or Ground Leases, if such document is not included in the
Mortgage File, the Mortgage Loan Seller shall make such representation or
warranty without any such qualification. Wherever there is a reference in a
representation or warranty to receipt by, or possession of, the Mortgage Loan
Seller of any information or documents, or to any action taken by the Mortgage
Loan Seller or to any action which has not been taken by the Mortgage Loan
Seller or its agents or employees, such reference shall include the receipt or
possession of such information or documents by, or the taking of such action or
the not taking such action by, the Mortgage Loan Seller. For purposes of these
representations and warranties, when referring to the conduct of "reasonable
prudent institutional commercial or multifamily, as applicable mortgage lenders"
(or similar such phrases and terms), such conduct shall be measured by reference
to the industry standards generally in effect as of the date the related
representation or warranty relates to or is made.
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 and/or the Trustee and shall inure to the benefit of the
Purchaser and its successors and assigns (including without limitation the
Trustee and the holders of the Certificates), notwithstanding any restrictive or
qualified endorsement or assignment.
B-14
SCHEDULE TO EXHIBIT B
EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
GERMAN AMERICAN CAPITAL CORPORATION
Mortgage Loan Xx. XX00000, XXX/Xxxx xx Xxxxxxx Portfolio, is partially secured
by properties which were mortgaged as additional collateral for which no loan
allocations were assigned. The representations and warranties do not apply to
such properties.
Rep. 2. Whole Loan; Ownership of Mortgage Loans. Mortgage Loan Xx. XX00000,
XXX/Xxxx xx Xxxxxxx Portfolio, is evidenced by (i) an A-Note in the principal
amount of $100,000,000 to be assigned by Mortgage Loan Seller, (ii) three
companion notes in the total principal amount of $240,000,000, which are pari
passu in right of payment to the A Note, but which are not being assigned by the
Mortgage Loan Seller and (iii) a subordinate B Note in the principal amount of
$100,000,000, to be assigned by Mortgage Loan Seller.
Rep. 7. Condition of Property. With respect to Mortgage Loan Xx. XX00000,
XXX/Xxxx xx Xxxxxxx Portfolio, in August 2003 the Mortgagor conveyed a strip of
land that was a portion of one of the mortgaged properties to a municipality for
the expansion of an adjoining road. The land transferred did not affect the
current use of the affected mortgaged property.
Rep. 14. Insurance. Generally, each Mortgage Loan requires that all insurance
name the lender as the first mortgagee or first beneficiary on all property
insurance policies and as the loss payee on all loss of rents or loss of
business income insurance policies. In addition, the Mortgage Loans generally
permit the lender to apply sums received from casualty and insurance proceeds
first to all of its costs incurred in obtaining those proceeds, before any such
proceeds are applied in respect of the items listed in Representation 14.
Mortgage Loan No. DBM 18617, Xxxx'x Lewiston; Mortgage Loan No. DBM 18998,
Walgreens Hattiesburg; Mortgage Loan No. DBM 18997, Walgreens Meridian; and
Mortgage Loan No. DBM 19016, Walgreens San Antonio, each requires that the
mortgagee hold and apply any and all insurance proceeds and condemnation awards
in the manner set forth in the lease of the primary tenant, provided that that
lease has not been terminated and no Event of Default has occurred or is
continuing under that lease or under the Mortgage.
Mortgage Loan No. DBM 18998, Walgreens Hattiesburg; Mortgage Loan No. DBM 18997,
Walgreens Meridian; Mortgage Loan No. DBM 19016, Walgreens San Antonio; and
Mortgage Loan No. DBM 18617, Xxxx'x Lewiston, each require the Mortgagor to
maintain insurance coverage that complies with Representation 14. However, if
the lease of the primary tenant contemplates insurance which is substantially
similar to the insurance required by Representation 14, then the Mortgagors may
require the tenant to maintain such insurance under the lease of the primary
tenant and allow the tenant to self insure.
B-15
Mortgage Loan No. GA18944, AFR/Bank of America Portfolio, provides that the
Mortgagor shall maintain the insurance coverage with one or more domestic
primary insurers reasonably acceptable to lender, having both (x)
claims-paying-ability and financial strength ratings by S&P of not less than "A"
and its equivalent by the other Rating Agencies, provided that, with respect to
any layered or quota share insurance policy for the insurance that is issued by
more than five insurers, the requirements of this clause (x) will be satisfied
if at least 60% of the limits provided shall be with insurers that meet such
claims-paying-ability and financial strength ratings, and (y) an Xxxxxx X. Best
Company, Inc. rating of "A" or better and a financial size category of not less
than "X", provided that , with respect to any layered or quota share insurance
policy for the insurance that is issued by more than five insurers, the
requirement of this clause (y) will be satisfied if at least 60% of the limits
provided shall be with insurers that meet such rating and financial size
category standards.
Rep. 17. Leasehold Estate. Mortgage Loan No. DBM 18567, 0000 Xxx Xxxxxx, is
secured by the interest of the related Mortgagor as a lessee under a Ground
Lease of the Mortgaged Property that does not contain all of the lender
protections contemplated by this representation. Specifically, such Ground Lease
does not provide that no notice of termination is effective against the holder
of the Mortgage unless the lessor has offered or is required to enter into a new
lease with such holder on terms that do not materially vary from the economic
terms of the Ground Lease. In addition, the Ground Lease does not require the
lessor to enter into a new lease upon the termination of such Ground Lease if
the Ground Lease is rejected in a bankruptcy proceeding.
Mortgage Loan Xx. XX00000, XXX/Xxxx xx Xxxxxxx Portfolio, is partially secured
by several Ground Leases, which were mortgaged as additional collateral for
which no loan allocations were assigned. In addition, certain short-term parking
leases for parking lots serving the Mortgaged Properties were not encumbered.
The representations and warranties in this representation do not apply to such
Ground Leases and short-term parking leases. In addition, the AFR/Bank of
America Portfolio is partially secured by property in Harrison, AR, that
consists of a fee owned bank building and a ground leased remote motor bank. The
Ground Lease for the motor bank parcel has a termination date of November 1,
2007, subject to two five-year extension options. The fee interest in the motor
bank parcel is encumbered by a third party mortgage. In addition, the AFR/Bank
of America Portfolio Loan is partially secured by a property in La Jolla, CA
that consists of a fee owned building and a Ground Lease of an adjacent parking
lot. The Ground Lease for the parking lot has a termination date of October 31,
2015.
Rep. 25. Releases of Mortgaged Property. Mortgage Loan No. DBM 18617, Xxxx'x
Lewiston, permits release of an individual mortgaged property from the mortgage
lien in connection with partial defeasance, provided, among other conditions,
that (i) the lender receives endorsements to the title insurance policy for the
property and (ii) each rating agency has delivered written confirmation that the
ratings of any securities will not, as a result of the proposed release, be
downgraded from the then-current rating.
B-16
Mortgage Loan No. DBM 19162, Morrisville Property Center, permits release of a
portion of property from the lien of the Mortgage in connection with partial
defeasance, provided, among other conditions, that (i) after giving effect to
the release, the debt service coverage ratio for the property shall not be less
than 1.45 to 1.00 and the stabilized occupancy rate on the property shall not be
less than 80.86%, and (ii) each rating agency has delivered written confirmation
that the ratings of any securities will not, as a result of the proposed
release, be downgraded from the then-current rating.
Mortgage Loan Xx. XX00000, XXX/Xxxx xx Xxxxxxx Portfolio, provides that at any
time during the term of the loan, the Mortgagor may obtain the release of
thirteen designated properties. If the release occurs prior to the earlier of
(i) November 1, 2006, and (ii) two years from the securitization, the Mortgagor
is required to pay yield maintenance. If the release occurs after this date, the
Mortgagor is required satisfy the defeasance requirements as described below.
At any time after the earlier of (i) November 1, 2006, and (ii) two years from
the securitization, the Mortgagor may obtain a release of any of the mortgaged
properties, subject to confirmation that after giving effect to such release,
debt service coverage ratio will not be less than the greater of (A) 1.54 to 1.0
and (B) the sum of (1) 1.54 to 1.0 plus (2) seventy percent of the positive
difference, if any, between (x) the debt service coverage ratio on the
applicable release date and (y) 1.54 to 1.0, and (iv) after giving effect to
such property release, the aggregate release amounts may not exceed
$150,000,000, unless the Mortgagor delivers a Rating Agency Confirmation with
respect to such property release.
The release price that is required to be paid for any release property with an
allocable loan amount will be:
Total Amount Prepaid/Defeased Release Price
----------------------------- -------------
Up to $60,000,000 110%
$60,000,001 to $100,000,0000 117.5%
(Greater than)$100,000,000 125%
The release price that is required to be paid for any release property that has
no allocated loan amount will be the lesser of (i) the actual consideration
received by the Mortgagor from Bank of America in the event such individual
property is transferred by the Mortgagor to Bank of America and (ii) 50% of the
closing date appraisal value of the release property.
Rep. 36 Due on Sale. Mortgage Loan No. DBM 19016, Walgreens San Antonio, permits
certain transfers without regard to conditions precedent. Specifically, Xxxx
Xxxx to transfer part or all of his interest in the related Mortgagor to Xxxxx
Xxxxxx or any entity controlled by Xxxxxx without the lender's consent or the
consent of a nationally recognized statistical rating agency. The Mortgage Loan
also permits Xxxxx Xxxxxx to transfer part or all of his interest in Grantor to
Xxxx Xxxx or any entity controlled by Xxxx without the lender's consent or the
consent of a nationally-recognized statistical rating agency.
Mortgage Loan No. DBM 18617, Xxxx'x Lewiston, permits certain transfers without
regard to conditions precedent. Specifically, Xxxxxx X. XxXxxxxx may transfer
part or all of his interest
B-17
in the related Mortgagor to Xxxxxxx X. Xxxxx, Xxxxxx X. Scalar, the Scalar 2000
Irrevocable Marital Trust and/or Xxxxxxx X. Xxxxxx without the lender's consent
or the consent of a nationally-recognized statistical rating agency. In
addition, the Scalar 2000 Irrevocable Marital Trust may transfer part or all of
its interest in the borrower to Xxxxxx X. Scalar, Xxxxxxx X. Xxxxx, Xxxxxx X.
XxXxxxxx and/or Xxxxxxx X. Xxxxxx without the lender's consent or the consent of
a nationally-recognized statistical rating agency. The Mortgage Loan also
permits Xxxxxxx X. Xxxxxx to transfer part or all of his interest in the
Mortgagor to Xxxxxxx X. Xxxxx, Xxxxxx X. XxXxxxxx, the Scalar 2000 Irrevocable
Marital Trust and/or Xxxxxx X. Scalar without the lender's consent or the
consent of a nationally-recognized statistical rating agency. In addition,
Mortgage Loan permits Xxxxxxx X. Xxxxx to transfer part or all of his interest
in the Mortgagor to Xxxxxxx X. Xxxxxx, Xxxxxx X. XxXxxxxx, the Scalar 2000
Irrevocable Marital Trust and/or Xxxxxx X. Scalar without the lender's consent
or the consent of a nationally-recognized statistical agency.
Rep. 38. Non-Recourse Exceptions. Mortgage Loan No. DBM 18617, Xxxx'x Lewiston,
is a Mortgage Loan without recourse to any natural person for damages arising in
the case of breaches of environmental covenants in the Mortgage Loan Documents.
Mortgage Loan No. GA18944, AFR/Bank of America Portfolio; Mortgage Loan No. DBM
18791, Town Center of Virginia Beach; and Mortgage Loan No. DBM 19207, Cottages
of Martinsburg, each is a Mortgage Loan without recourse to any natural person
for damages arising in the case of each of the items enumerated in this
representation.
Rep. 39. Defeasance and Assumption Costs. Mortgage Loan Xx. XX00000, XXX/Xxxx xx
Xxxxxxx Portfolio, does not expressly require the related Mortgagor to pay
defeasance and assumption cots, but does include a general Mortgagor
reimbursement obligation for all loan administration expenses. The Mortgage Loan
does not contemplate an assumption without the lender's consent.
B-18
EXHIBIT C-1
FORM OF CERTIFICATE OF AN OFFICER OF THE MORTGAGE LOAN SELLER
Certificate of Officer of German American Capital
Corporation (the "Mortgage Loan Seller")
I, _______________________, a __________________ of the Mortgage Loan
Seller, hereby certify as follows:
The Mortgage Loan Seller is a corporation duly organized and validly
existing under the laws of the State of Maryland.
Attached hereto as Exhibit I are true and correct copies of the
Certificate of Incorporation and By-Laws of the Mortgage Loan Seller, which
Certificate of Incorporation and By-Laws are on the date hereof, and have been
at all times in full force and effect.
To the best of my knowledge, no proceedings looking toward liquidation
or dissolution of the Mortgage Loan Seller are pending or contemplated.
Each person listed below is and has been the duly elected and qualified
officer or authorized signatory of the Mortgage Loan Seller and his genuine
signature is set forth opposite his name:
Name Office Signature
Each person listed above who signed, either manually or by facsimile
signature, the Mortgage Loan Purchase Agreement, dated as of December 18, 2003
(the "Purchase Agreement"), between the Mortgage Loan Seller and GMAC Commercial
Mortgage Securities, Inc. providing for the purchase by GMAC Commercial Mortgage
Securities, Inc. from the Mortgage Loan Seller of the Mortgage Loans, was, at
the respective times of such signing and delivery, duly authorized or appointed
to execute such documents in such capacity, and the signatures of such persons
or facsimiles thereof appearing on such documents are their genuine signatures.
Capitalized terms not otherwise defined herein have the meanings
assigned to them in the Purchase Agreement.
C-1-1
IN WITNESS WHEREOF, the undersigned has executed this certificate as of
[____], 2003.
By:______________________________________
Name:
Title:
I, _____________________________, _______________________________,
hereby certify that ____________________________ is a duly elected or appointed,
as the case may be, qualified and acting _________________________ of the
Mortgage Loan Seller and that the signature appearing above is his or her
genuine signature.
C-1-2
IN WITNESS WHEREOF, the undersigned has executed this certificate as of
[_______], 2003.
By:______________________________________
Name:
Title:
C-1-3
EXHIBIT C-2
FORM OF CERTIFICATE OF THE MORTGAGE LOAN SELLER
Certificate of German American Capital Corporation
--------------------------------------------------
In connection with the execution and delivery by German American
Capital Corporation (the "Mortgage Loan Seller") of, and the consummation of the
transaction contemplated by, that certain Mortgage Loan Purchase Agreement,
dated as of December 18, 2003 (the "Purchase Agreement"), between GMAC
Commercial Mortgage Securities, Inc. and the Mortgage Loan Seller, the Mortgage
Loan Seller hereby certifies that (i) the representations and warranties of the
Mortgage Loan Seller in the Purchase Agreement are true and correct in all
material respects at and as of the date hereof with the same effect as if made
on the date hereof, and (ii) the Mortgage Loan Seller has, in all material
respects, complied with all the agreements and satisfied all the conditions on
its part to be performed or satisfied at or prior to the date hereof.
Certified this ____ day of [_______], 2003.
GERMAN AMERICAN CAPITAL
CORPORATION
By:__________________________________
Name:
Title:
By:__________________________________
Name:
Title:
C-2-1
