EXHIBIT 4.1
Prepared by and please return to:
Xxxxxxxxxx, Xxxxxx & Xxxxxxx LLP
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000-0000
Attn: Xxxx X. Xxxx, Esq.
Acknowledgment, Waiver, Consent and Amendment
This Acknowledgment, Waiver, Consent and Amendment (this "Agreement")
is made and entered into as of August 28, 2002 (the "Effective Date") by and
between MARRIOTT RESIDENCE INN II LIMITED PARTNERSHIP, a Delaware limited
partnership ("Borrower") and LASALLE BANK NATIONAL ASSOCIATION (f/k/a LASALLE
NATIONAL BANK), AS TRUSTEE FOR NOMURA ASSET SECURITIES CORPORATION COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-MD V ("Lender").
RECITALS
A. Borrower was the maker of that certain Consolidated Secured
Promissory Note (the "Note") dated March 22, 1996 in the original principal
amount of One Hundred Forty Million and 00/100 Dollars ($140,000,000.00) and
payable to the order of Nomura Asset Capital Corporation ("Former Lender"). The
loan evidenced by the Notes is herein referred to as the "Loan."
B. The Loan is further evidenced by that certain Loan Agreement (the
"Loan Agreement") dated as of March 22, 1996, executed by Borrower in favor of
Former Lender, as the same has been modified and amended by that certain Letter
Agreement, dated December 10, 1998, between Borrower and AMRESCO Services, L.P..
C. The Loan is secured in part by those certain security instruments
listed on Exhibit A attached hereto and hereby made a part hereof (collectively,
the "Mortgages").
D. In connection with the Loan, Borrower delivered, or caused to be
delivered those certain UCC-1 financing statements filed in the county and with
the Secretary of State where any of the property secured by the Mortgages is
located (collectively, the "Existing UCCs").
E. Upon the Effective Date, Borrower is delivering, or is causing to be
delivered, to Lender those certain UCC financing statements to be filed in the
county in which each of the properties secured by the Mortgages is located and
with the Secretary of State of Delaware (collectively, the "New UCCs") (the
Existing UCCs and the New UCCs are hereinafter referred to as the "UCCs").
F. The Note, the Mortgages, the Loan Agreement, and the UCCs, together
with all other documents evidencing or securing the Loan are hereinafter
referred to collectively as the "Loan Documents", and each singularly as a "Loan
Document".
G. Lender is the holder of the Notes and is the successor in interest
to Former Lender in and to the Loan Documents.
H. Pursuant to the terms of that certain Agreement and Plan of Merger
(the "Merger") dated April 30, 2002, by and among Apple Hospitality Two, Inc, a
Virginia corporation ("Apple"), RIBM Two
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LLC, a Delaware limited liability company ("RIBM"), AHT Res II Acquisition,
L.P., a Delaware limited partnership ("Merger Sub") and Borrower, Merger Sub
shall merge with and into Borrower with Borrower being the surviving limited
partnership with the partners of Merger Sub becoming the sole partners in
Borrower. Borrower shall be the surviving entity in such merger, and by
operation of law shall succeed to the rights and obligations of Borrower under
the Loan Documents.
I. Immediately following the Merger, and simultaneously with the
execution of this Agreement, Borrower and AHM Res II Limited Partnership, a
Virginia limited partnership ("Tenant") entered into that certain Master Hotel
Lease Agreement of even date herewith between Borrower and Tenant (the "Leasing
Transactions"), which Leasing Transactions require the consent of the Lender.
J. In connection with the Leasing Transactions, Borrower assigned to
Tenant its interest in that certain Management Agreement dated March 22, 1996,
by and between Residence Inn by Marriott, Inc. ("Manager") and Borrower (the
"Management Agreement"), and immediately thereafter, Borrower, Tenant and
Manager amended and restated the Management Agreement (collectively, the
"Management Agreement Transactions").
K. Borrower has requested that Lender agree to certain waivers and
consents as more fully set forth below, in connection with the Merger, the
Leasing Transactions and the Management Agreement Transactions.
L. Lender is willing to consent to the Merger, the Leasing
Transactions, and the Management Agreement Transactions subject to the terms and
conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the sum of Ten and No/100 Dollars
($10.00) cash in hand paid by the parties hereto each to the other and other
good and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Loan Information. Lender certifies that the principal balance
outstanding under the Note as of the Effective Date is $___________. Interest on
the Loan has been paid through ______________, 2002. All escrow deposits held by
Lender in connection with the Loan Documents shall, from and after the Effective
Date, continue to be for the account of Borrower. To the actual knowledge of
Lender as of the Effective Date, no event of default, or event which with the
passage of time or the giving of notice, or both, would constitute an event of
default, under the Loan Documents has occurred and is continuing. Lender
reserves the right to declare any existing default which subsequently comes to
the attention of Lender.
2. Organization and Authority of Borrower. Borrower represents and
warrants to Lender as follows:
(a) Borrower is a Delaware limited partnership, duly formed and
validly existing under the laws of the State of Delaware, and duly qualified to
transact business under the laws of the states in which the Property (as defined
on Exhibit A) is located. The taxpayer identification number of Borrower is
00-0000000.
(b) In connection with the Merger, Merger Sub merged with and
into Borrower and the separate corporate existence of Merger Sub ceased.
Borrower is the surviving entity in the Merger and shall continue to exist as a
limited partnership created and governed by the laws of the State of
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Delaware under the name of "Marriott Residence Inn II Limited Partnership", and
the separate existence of Borrower with all its rights, privileges, immunities,
powers and franchises shall continue.
(c) Prior to the Merger, RIBM owned a one percent (1%) general
partnership interest in Borrower and numerous limited partners owned, in the
aggregate, a ninety-nine percent (99%) limited partnership interest in Borrower,
as more particularly indicated in the "Pre-Transaction" section of that certain
organizational chart attached hereto as Exhibit B and hereby made a part hereof.
(d) Immediately following the Merger, a one percent (1%)
general partnership interest in Borrower is owned by AHT Res II GP, Inc., a
Virginia corporation ("AHT GP") and the remaining ninety-nine percent (99%)
limited partnership interest in Borrower is owned by AHT Res II LP, Inc., a
Virginia corporation ("AHT LP"), each of which are one hundred percent owned by
Apple, as more particularly shown on Exhibit B.
(e) No proceeding is pending for the dissolution or annulment
of Borrower, and all license and franchise taxes due and payable by Borrower
have been paid in full prior to delinquency.
(f) Borrower has the full power and authority to enter into
and perform this Agreement. The execution, delivery and performance of this
Agreement and the other documents contemplated herein by Borrower (i) has been
duly and validly authorized by all necessary action on the part of Borrower,
(ii) does not conflict with or result in a violation of Borrower's
organizational documents or any judgment, order or decree of any court or
arbiter in any proceeding to which Borrower is a party, and (iii) assuming
Lender's consent as provided herein, does not conflict with, or constitute a
material breach of, or constitute a material default under, any contract,
agreement or other instrument by which Borrower is bound or to which Borrower is
a party.
3. Consent of Lender.
(a) Lender hereby consents to the Merger and agrees that such Merger
shall not constitute a default under the Loan Documents. Notwithstanding the
foregoing, this consent to such merger shall not be deemed to be a waiver of the
right of the Lender under the Mortgages or the Loan Documents to prohibit any
future transfers of the Borrower or any interest therein, or of the Property or
any interest therein, or of the right of the Lender to deny consent to any such
transaction in the future, in each case, in accordance with the provisions of
the Mortgages and the other Loan Documents.
(b) Subject to the terms and conditions of this Agreement, to the
extent necessary under the Loan Documents, the Lender hereby consents to the
Leasing Transactions and the Management Agreement Transactions, as well as the
execution, delivery and performance of the Documents (as defined in Paragraph
6(a) below).
(c) From and after the date of this Agreement, the Loan Documents
shall be amended as follows:
(i) all references to "General Partner" which previously
referred to RIBM are hereby revised to refer to AHT GP;
(ii) all provisions which previously referred to such
General Partner as a limited liability company are hereby revised to refer to
such General Partner as a corporation;
(iii) all references to "Host Marriott" shall be deemed to
refer to Apple;
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(iv) all references to Borrower's "partnership agreement"
shall mean and refer to the Agreement of Limited Partnership of Merger Sub,
which became the partnership agreement of Borrower effective with the Merger;
and
(v) all references to the "Management Agreement" shall be
deemed to refer to that certain Amended and Restated Management Agreement of
even date herewith between Tenant and Manager.
4. Ratification.
(a) By operation of law in connection with the Merger, Borrower
acknowledges and agrees that the Loan Documents remain in full force and effect,
that Borrower remains the obligor under the Note and the Loan Documents, and
that Borrower is bound by all the terms thereof. Borrower hereby ratifies and
confirms as of the Effective Date all of the representations, warranties and
covenants of Borrower contained in the Loan Documents, as amended hereby.
(b) Without limiting the foregoing, Borrower hereby agrees to pay
in full and when due, all payments, the obligations and other indebtedness
evidenced by the Note.
(c) Borrower is and shall remain obligated to perform all
covenants and obligations of the Borrower under the Loan Documents; provided,
however, that without releasing the Borrower from such obligation, the Lender
hereby expressly agrees that it will accept performance by the Tenant of any
such covenant or obligation within the time periods provided to the Borrower
under the Loan Documents.
5. Representations and Warranties.
(a) Borrower hereby represents and warrants to Lender as follows:
(i) Borrower has thoroughly read and reviewed the terms
and provisions of this Agreement and the Loan Documents and is familiar with
same, and Borrower has entered into this Agreement voluntarily, without duress
or undue influence of any kind, and with the advice and representation of legal
counsel, if any, selected by Borrower;
(ii) this Agreement has been duly executed and delivered by
Borrower;
(iii) this Agreement constitutes, and each of the Documents
to which Borrower is a party, after due execution and delivery thereof, shall
constitute, the valid and legally binding obligations of Borrower, fully
enforceable against Borrower in accordance with their respective terms, subject
to bankruptcy and other laws affecting the rights of creditors generally and the
application of general principles of equity;
(iv) the execution, delivery and performance by Borrower of
this Agreement and the Documents will not violate (A) any provision of law or
any order, rule or regulation of any court or governmental authority, or (B)
assuming Lender's consent as provided herein, any instrument, contract,
agreement, indenture, mortgage, deed of trust or other document or obligation to
which Borrower is a party or by which Borrower, or any of Borrower's property,
is bound; and
(v) As of the date of this Agreement, there is no Event of
Default (as defined in the Mortgage) or event which with the passage of time or
the giving of notice, or both, would constitute an Event of Default under the
Loan Documents;
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6. Further Conditions. The parties agree to the following additional
terms and conditions:
(a) As of the date of this Agreement, the Borrower has delivered
to the Lender, appropriately completed and duly executed, the following
documents (collectively, the "Documents"), each as approved by the Lender:
(i) the Master Lease, dated of even date herewith, a copy
of which is attached hereto as Exhibit C;
(ii) the Consent, Assignment and Assumption of Management
Agreement by and between Borrower, Tenant and Manager, dated of even date
herewith, a copy of which is attached hereto as Exhibit D;
(iii) the Amended and Restated Management Agreement by and
between Tenant and Manager, dated of even date herewith, a copy of which is
attached hereto as Exhibit E;
(iv) the Facility Mortgagee Agreement by and between
Borrower, Tenant, Apple, and Lender, dated of even date herewith, a copy of
which is attached hereto as Exhibit F;
(v) the Owner Agreement by and between Borrower, Tenant and
Manager, dated of even date herewith, a copy of which is attached hereto as
Exhibit G;
(vi) the Tenant Security Agreement, dated of even date
herewith, a copy of which is attached hereto as Exhibit H;
(vii) the Supplemental Security Agreement, dated of even date
herewith, a copy of which is attached hereto as Exhibit I;
(viii) the Supplemental Assignment of Leases and Rents by and
between Borrower and Lender, dated of even date herewith, a copy of which is
attached hereto as Exhibit J;
(ix) First Amendment to Modification, Subordination and Non-
Disturbance Agreement, Estoppel and Consent, dated of even date herewith, a copy
of which is attached hereto as Exhibit K; and
(x) Uniform Commercial Code financing statements (the
"Additional UCCs") naming the Tenant, as Debtor, the Borrower, as Secured Party,
together with an assignment of such Additional UCCs to the Lender.
Lender has also received, in connection with the execution and delivery of the
Documents, such opinion letters of Jenkens & Xxxxxxxxx, a Professional
Corporation, McGuireWoods, LLP, and Xxxxxxxxxx Xxxxxxxx, LLP, counsel to the
Borrower, all in such forms as are satisfactory to Lender, copies of which are
attached hereto as Exhibit L.
(b) The Lender has, as a condition to the effectiveness of the
consents described in Section 3 hereof, received assurances from each such
rating organization that the consummation of the Transactions shall not cause
the rating of such instruments to be downgraded or withdrawn.
(c) No Document shall be amended in any manner that would
adversely affect the Lender's interests therein without the Lender's prior
written consent (which shall not be unreasonably
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withheld but which may be conditioned on receipt from each rating organization
of assurances that the amendments will not cause the rating of any instruments
backed by the Loan Documents to be downgraded or withdrawn).
7. Default. Any default by Borrower in the performance of its
obligations herein contained, or any material inaccuracy in the representations
and warranties made by Borrower herein, shall constitute a default under the
Loan Documents and shall entitle Lender to exercise all of its rights and
remedies set forth in the Loan Documents.
8. Lift of Bankruptcy Stay. Notwithstanding any provision in the Loan
Documents to the contrary, in the event Borrower shall make application for or
seek relief or protection under any of the sections or chapters of the United
States Bankruptcy Code (the "Code"), or in the event that any involuntary
petition is filed against Borrower under any section of the Code, Borrower will
not oppose Lender's application for immediate relief from any automatic stay
imposed by Sec. 362 of the Code, or otherwise, or on or against the exercise of
the rights and remedies otherwise available to Lender pursuant to the Loan
Documents and as otherwise provided by law.
9. Further Assurances. Each party hereto agrees promptly to do, make,
execute and deliver all such additional and further acts, things, deeds,
assurances, instruments and documents as the other party may reasonably request
to vest in and assure to the requesting party its rights (and/or to confirm the
agreements and obligations of the non-requesting party) hereunder, under the
Documents or under any of the Loan Documents. Without limitation of the
foregoing, each party agrees to provide such assurances concerning the
effectiveness of this Agreement as the other party may reasonably request.
10. Fees. Borrower and Lender have agreed that, simultaneously with the
execution hereof, all fees, costs, and expenses, including without limitation,
all reasonable attorneys' fees, title company fees, title insurance premiums,
recording costs, and other closing costs incurred by the Lender in connection
with the review, negotiation, execution and delivery of this Agreement and all
other agreements and documents executed or to be executed in connection herewith
(including, without limitation, the Documents), will be paid by Borrower as of
the Effective Date, and that Lender shall have no obligation whatsoever for
payment thereof.
11. No Offsets or Defenses. Borrower hereby acknowledges, confirms and
warrants to Lender that as of the Effective Date, Borrower neither has nor
claims any offset, defense, claim, right of set-off or counterclaim against
Lender under, arising out of or in connection with this Agreement, the Notes,
the Mortgage or any other Loan Document. Borrower covenants and agrees with
Lender that if any offset, defense, claim, right of set-off or counterclaim
exists as of the Effective Date, Borrower does hereby irrevocably and expressly
waive the right to assert such matter. Borrower understands and agrees that the
foregoing release is in consideration for the agreements of Lender contained
herein, and Borrower will receive no further consideration for such release.
12. Confirmation. Except as specifically set forth herein, all other
terms and conditions of the Loan Documents shall remain unmodified and in full
force and effect, the same being confirmed and republished hereby; and except as
otherwise specifically set forth herein, the undersigned Borrower hereby
assumes, affirms, reaffirms and republishes all of the warranties, covenants and
agreements as set forth in the Loan Documents.
13. Usury Savings Clause. Notwithstanding anything to the contrary
contained elsewhere in this Agreement, Borrower and Lender hereby agree that all
agreements between them with respect to the Loan, including but not limited to
the Loan Documents, whether now existing or hereafter arising are
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expressly limited so that in no contingency or event whatsoever shall the amount
paid, or agreed to be paid, to Lender for the use, forbearance, or detention of
the money loaned to Borrower, or for the performance or payment of any covenant
or obligation contained herein or therein, exceed the maximum rate of interest
under applicable law (the "Maximum Rate"). If from any circumstance whatsoever,
fulfillment of any provisions of this Agreement or the Loan Documents at the
time performance of such provisions shall be due would involve transcending the
limit of validity prescribed by law, then, automatically, the obligation to be
fulfilled shall be reduced to the limit of such validity, and if from any
circumstance Lender should ever receive anything of value deemed interest by
applicable law which would exceed the Maximum Rate, such excessive interest
shall be applied to the reduction of the principal amount owing with respect to
the Loan or on account of the other indebtedness secured by the Loan Documents
or Borrower's Loan Documents and not to the payment of interest, or if such
excessive interest exceeds the unpaid principal balance of the Loan and such
other indebtedness, such excess shall be refunded to Borrower. All sums paid or
agreed to be paid to Lender for the use, forbearance or detention of the Loan
and other indebtedness of Borrower to Lender shall, to the extent permitted by
applicable law, be amortized, prorated, allocated and spread throughout the full
term of such indebtedness until payment in full so that the actual rate of
interest on account of all such indebtedness is uniform throughout the actual
term of the Loan and does not exceed the Maximum Rate throughout the entire term
of the Loan, as appropriate. The terms and provisions of this Section 13 shall
control every other provision of this Agreement and all other agreements between
Borrower and Lender.
14. Modifications, Waiver. No waiver, modification, amendment,
discharge, or change of any of the Loan Documents shall be valid unless the same
is in writing and signed by the party against which the enforcement of such
modification, waiver, amendment, discharge, or change is sought.
15. No Novation. THE PARTIES DO NOT INTEND THIS AGREEMENT NOR THE
TRANSACTIONS CONTEMPLATED HEREBY TO BE, AND THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY SHALL NOT BE CONSTRUED TO BE, A NOVATION OF ANY OF THE
OBLIGATIONS OWING BY THE BORROWER UNDER OR IN CONNECTION WITH THE LOAN
DOCUMENTS. FURTHER, THE PARTIES DO NOT INTEND THIS AGREEMENT NOR THE
TRANSACTIONS CONTEMPLATED HEREBY TO AFFECT THE PRIORITY OF ANY OF THE LENDER'S
LIENS IN ANY OF THE COLLATERAL SECURING THE NOTES IN ANY WAY, INCLUDING, BUT NOT
LIMITED TO, THE LIENS, SECURITY INTERESTS AND ENCUMBRANCES CREATED BY THE
MORTGAGE.
16. Recitals True. Borrower and Lender each hereby approve the
recitations set forth in the preamble of this Agreement and agree that said
recitations are true and correct in all respects.
17. Notices. Lender and Borrower agree that all notice provisions
contained in the Loan Documents are hereby modified to amend the notice address
for Borrower and Lender, and that from and after the date of this Agreement, the
notice addresses for Lender and Borrower are as follows:
If to Lender:
c/o CapMark Services, L.P.
000 Xxxxxxxxx Xxxxxx Xxxxxx, X.X.
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attention: Servicing Department for Series 1996 - MD V
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If to Borrower:
c/o Apple Hospitality
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx
with a copy to:
Jenkens & Xxxxxxxxx, P.C.
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxx X. Xxxxx
Each party to this Agreement may designate a further change of address
by notice given as required in the Mortgage.
18. Severability. In the event that any term or provision of this
Agreement or any other Loan Document shall be finally determined to be
superseded, invalid, illegal or otherwise unenforceable pursuant to applicable
law by a governmental authority or agency having jurisdiction and venue, that
determination shall not impair or otherwise affect the validity, legality or
enforceability (a) by or before that governmental authority or agency of the
remaining terms and provisions of this Agreement and the other Loan Documents,
which shall be enforced as if the unenforceable term or provision were deleted,
or (b) by or before any other governmental authority or agency of any of the
terms and provisions of this Agreement and the other Loan Documents.
19. Counterpart. This Agreement may be executed in any number of
counterparts with the same effect as if all parties hereto had signed the same
document. All such counterparts shall be construed together and shall constitute
one instrument, but in making proof hereof it shall only be necessary to produce
one such counterpart.
20. Governing Law. The terms and conditions of this Agreement shall be
governed by the applicable laws of the State of New York (other than those
conflict of law provisions that would defer to the substantive laws of another
jurisdiction). Without in any way limiting the preceding choice of law, the
parties elect to be governed by New York law in accordance with, and are hereby
relying (at least in part) on Section 5-1401 of the General Obligations Law of
the State of New York.
21. Interpretation. Within this Agreement, words of any gender shall be
held and construed to include any other gender, and words in the singular number
shall be held and construed to include the plural, unless the context otherwise
requires. The section headings used herein are intended for reference purposes
only and shall not be considered in the interpretation of the terms and
conditions hereof. The parties acknowledge that the parties and their counsel
have reviewed and revised this Agreement and that the normal rule of
construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or
any exhibits or amendments hereto.
22. Amendment. The terms and conditions hereof may not be modified,
altered or otherwise amended except by an instrument in writing executed by
Borrower and Lender.
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23. Entire Agreement. This Agreement contains the entire agreement
between the parties hereto with respect to the modification of the Loan and
fully supersedes all prior agreements and understanding between the parties
pertaining to such subject matter.
24. Successors and Assigns. The terms and conditions of this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto,
their successors and permitted assigns.
25. TRIAL BY JURY WAIVER. BORROWER AND LENDER HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR
COUNTERCLAIM ARISING IN CONNECTION WITH, OUT OF OR OTHERWISE RELATING TO THE
LOAN, THIS AGREEMENT OR THE LOAN DOCUMENTS.
26. Defaults and Remedies. The failure of the Borrower to observe any
condition or covenant of this Agreement or any of the Documents shall be treated
as a breach of covenant for purposes of Section 7.1(xii) of the Loan Agreement
and, following the lapse of the cure period described therein, if such breach is
not cured, Lender shall be entitled to avail itself of any and all remedies
available to Lender under the Loan Documents.
[End of Agreement. Signatures on following page.]
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IN WITNESS WHEREOF, the parties hereby have all executed this Agreement
under seal as of the day and year first hereinabove written.
[Confirm Requirements for Execution in State]
SIGNED AND ACKNOWLEDGED IN THE PRESENCE OF: BORROWER:
MARRIOTT RESIDENCE INN II
LIMITED PARTNERSHIP, a Delaware
limited partnership
By: AHT Res II GP, Inc., a
Virginia corporation, its
General Partner
Witness: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
------------------- ----------------------
Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx
---------------------- --------------------
Its: CEO
---------------------
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[Confirm form of Acknowledgment, if any]
ACKNOWLEDGMENT
STATE OF Virginia )
) SS
COUNTY/CITY OF Richmond )
I Xxxxx X. Xxxxxx, a Notary Public in and for said County/City, in the
State aforesaid, DO HEREBY CERTIFY, that Xxxxx X. Xxxxxx, President of AHT Res
II GP, Inc., a Virginia corporation that is the general partner of Marriott
Residence Inn II Limited Partnership, a Delaware limited partnership, who is
personally known to me to be the same person whose name is subscribed to the
foregoing instrument as such officer, appeared before me this day in person and
acknowledged that he signed and delivered the said instrument as his own free
and voluntary act and as the free and voluntary act of said corporation on
behalf of such limited partnership, for the uses and purposes herein set forth.
GIVEN under my hand and Notarial Seal this 28th day of August, 2002.
/s/ Xxxxx X. Xxxxxx
-------------------
Notary Public
My Commission Expires:
Dec. 31, 2002 [Seal]
-----------------------
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SIGNED AND ACKNOWLEDGED IN THE PRESENCE OF: LENDER:
Witness:___________________ LASALLE BANK NATIONAL
Name:______________________ ASSOCIATION (f/k/a LASALLE
NATIONAL BANK), AS TRUSTEE FOR
NOMURA ASSET SECURITIES
CORPORATION COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES,
SERIES 1996-MD V
By: CapMark Services, L.P.,
a Texas limited partnership
By: Pearl Mortgage, Inc., a
Delaware corporation, its
sole general partner
By: /s/ Xxxxxx Davesta
-------------------------
Name: Xxxxxx Davesta
-----------------------
Title: Servicing Officer
----------------------
[CORPORATE SEAL]
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STATE OF Georgia )
) SS
COUNTY OF Xxxxxx )
I Xxxxxxxx X. Xxxxxxxxxx, a Notary Public in and for said County,
in the State aforesaid, DO HEREBY CERTIFY, that Xxxxxx Davesta, a Servicing
Officer of Pearl Mortgage, Inc., a Delaware corporation, general partner of
CapMark Services, L.P., who is personally known to me to be the same person
whose name is subscribed to the foregoing instrument as such Servicing Officer,
appeared before me this day in person and acknowledged that he signed and
delivered the said instrument as his own free and voluntary act and as the free
and voluntary act of said corporation, for the uses and purposes herein set
forth.
GIVEN under my hand and Notarial Seal this 28/th/ day of August, 2002.
/s/ Xxxxxxxx X. Xxxxxxxxxx
-------------------------------
Notary Public
My Commission Expires:
Feb 21, 2006
----------------------------
[SEAL]
[EXHIBITS OMITTED]
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