Exhibit 99.2
EXECUTION COPY
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and
effective as of April 7, 2004, 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 April 7, 2004, between the Purchaser and
GMACCM and (ii) Xxxxxx Xxxxxxx Mortgage Capital, Inc. ("MSMC"), pursuant to, and
for the consideration described in, the Mortgage Loan Purchase Agreement, dated
as of April 7, 2004, between the Purchaser and MSMC. The Mortgage Loan Seller,
GMACCM and MSMC 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 Fitch, Inc. and 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 April
1, 2004 (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 whole loan paying agent, Lennar
Partners, Inc., as special servicer (in such capacity, the "Special Servicer"),
and Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"). 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 interest of the Mortgage Loan Seller in the AFR/Bank of America
Portfolio Mortgage Loan consists of the AFR/Bank of America Portfolio REMIC
Regular Interest, which will be sold to the Trust Fund in lieu of the AFR/Bank
of America Portfolio Mortgage Loan. The interest of the Mortgage Loan Seller in
the Xxxxxx Xxxxx Xxxxx Mortgage Loan consists of the Xxxxxx Xxxxx Xxxxx XXXXX
Regular Interest, which will be sold to the Trust Fund in lieu of the Xxxxxx
Xxxxx Xxxxx Mortgage Loan. Any references to the Mortgage Loans herein shall
include the AFR/Bank of America REMIC Regular Interest and Xxxxxx Xxxxx Xxxxx
XXXXX Regular Interest where the context so requires.
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 Xxxxxx Xxxxxxx
& Co. Incorporated, Deutsche Bank Securities Inc., GMAC Commercial Holding
Capital Corp. and Greenwich Capital Markets, Inc. (together, the
"Underwriters"), pursuant to an underwriting agreement dated the date hereof
(the
"Underwriting Agreement"). The Purchaser intends to sell 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 and Class P Certificates to Xxxxxx Xxxxxxx & Co. Incorporated,
Deutsche Bank Securities Inc., GMAC Commercial Holding Capital Corp. and
Greenwich Capital Markets, Inc. (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 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.
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 April 21,
2004 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 April 2004. 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
$259,217,112 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.
(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
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
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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
Diligence Review.
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 the
Mortgage Loan Seller.
(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.
(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
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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.
(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)
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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-13 through A-16 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, the Tysons Corner Center
Loan, the Xxxxxx Xxxxx Xxxxx Loan and the Will-O-Wisp
Apartments Loan (each 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 2004-C1 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, the Tysons Corner Center Whole Loan, the Xxxxxx
Xxxxx Xxxxx Whole Loan and the Will-O-Wisp Apartments Whole
Loan (each 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 Section 9) under the
headings "Summary of Series 2004-C1 Transaction--The Mortgage
Pool," "--Geographic Concentrations of the Mortgaged
Properties," "--Property Types," "--Prepayment or
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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 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, the Tysons Corner
Center Whole Loan, the Xxxxxx Xxxxx Xxxxx Whole Loan and the
Will-O-Wisp Apartments Whole Loan, respectively) 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.
(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.
(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,
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will not violate the Purchaser'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.
(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.
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.
Furthermore, upon receipt of notice from the Master Servicer that the
related Mortgagor intends to defease, the Xxxxxx Xxxxx Xxxxx Whole Loan on or
before the second anniversary of the Closing Date, the Mortgage Loan Seller
shall promptly repurchase the Xxxxxx Xxxxx Xxxxx Loan prior to its being
defeased by the related Mortgagor at a purchase price equal to the sum of: (i)
the unpaid principal balance of the Xxxxxx Xxxxx Xxxxx Loan; (ii) any accrued
but unpaid interest on the Xxxxxx Xxxxx Xxxxx Loan; (iii) any related
unreimbursed Servicing Advances and interest on such Advances; (iv) any unpaid
Special Servicing Fees and Workout Fees; and (v) all expenses incurred by the
Master Servicer, the Special Servicer, the Depositor or the Trustee in respect
of such repurchase.
SECTION 7. Closing.
The closing of the sale of the Mortgage Loans (the "Closing") shall be
held at the offices of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, 000 Xxxxx Xxxxxx, 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
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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.
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.
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
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(g) Such further certificates, opinions and documents
as the Purchaser may reasonably request.
SECTION 9. Indemnification.
(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 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 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, the Tysons Corner Center Loan, the Xxxxxx
Xxxxx Xxxxx Loan and the Will-O-Wisp Apartments Loan (each 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 2004-C1 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, the Tysons Corner Center Whole Loan,
the Xxxxxx Xxxxx Xxxxx Whole Loan and the Will-O-Wisp Apartments Whole
Loan (each 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 2004-C1
Transaction--The Mortgage Pool," "--Geographic Concentrations of the
Mortgaged Properties," "--
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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, the Tysons
Corner Center Whole Loan, the Xxxxxx Xxxxx Xxxxx Whole Loan and the
Will-O-Wisp Apartments Whole Loan (each as defined in the Prospectus
Supplement), and such information does not represent a restatement or
aggregation of information contained in the Loan Detail; or (iv) 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.
"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 April 7, 2004 (the "Prospectus Supplement"), relating to the
Registered Certificates; "Memorandum" shall mean the private placement
memorandum dated April 7, 2004, relating to the Non-Registered Certificates;
"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,
Peabody Acceptance Corporation I, Xxxxxx, Xxxxxxx & 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
11
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 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
12
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 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 indemnifying party. 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.
13
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.
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.
14
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.
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:________________________________
Name:______________________________
Title:_____________________________
By:________________________________
Name:______________________________
Title:_____________________________
GMAC COMMERCIAL MORTGAGE
SECURITIES, INC.
By:________________________________
Name:______________________________
Title:_____________________________
S-1
EXHIBIT A
MORTGAGE LOAN SCHEDULE
PROPERTY
NUMBER LOAN NUMBER SELLER PROJECT NAME PROPERTY XXXXXXX XXXX
0 XXXXXXX XXXX Xxxx Xxxxxxxxxx Executive Center (ROLLUP) 000-000 Xxxxxx Xxxxxx Xxxxx Xx. Xxxxxxxxxx
2 DBM19662 XXXX 000 Xxxx Xxxxxxxxxx Executive Center 000 Xxxxxx Xxxxxx Xxxxx Xx. Washington
3 DBM19663 GACC 000 & 000 Xxxx Xxxxxxxxxx Executive Xxxxxx 000 & 000 Xxxxxx Xxxxxx Xxxxx Xx. Xxxxxxxxxx
0 GA18944 GACC AFR/Bank of America Portfolio Various Various
4 GA18944-1 GACC Xxxxxxxx Main 000 Xxxx Xxxx Xxxxxxxx
0 XX00000-0 GACC Camelback-Bank of America Ctr 0000 Xxxx Xxxxxxx Xxxx Xxxxxxx
4 GA18944-3 GACC Camelback Uptown 00 Xxxx Xxxxxxxxx Xxxx Xxxxxxx
4 GA18944-4 GACC Catalina-Bank of America Ctr 0000 Xxxx Xxxxxxx Xxxx Xxxxxxx
4 GA18944-5 GACC Maricopa-Bank of America Ctr 0000 Xxxx Xxxxxxx Xxxx Xxxxxxx
4 GA18944-6 GACC XxXxxxxx-Bank of America Ctr 0000 Xxxx Xxxxxxx Xxxx Xxxxxxx
4 GA18944-7 GACC Mesa Main 00 Xxxx Xxxx Xxxxxx Xxxx
4 XX00000-0 XXXX Xxxxx Xxxxxxxx-Xxxx xx Xxxxxxx 0000 Xxxx Xxxxxxx Xxxx Xxxxxxx
0 XX00000-0 GACC Auburn 000 Xxxx Xxxxxx Xxxxxx
0 XX00000-00 XXXX Xxxxx-Atlantic 0000 Xxxxxxxx Xxxxxx Xxxx Xxxxx
0 XX00000-00 GACC Calwa 0000 Xxxxx Xxxxx Xxxxxx Xxxxxx
4 XX00000-00 XXXX Xxxxx & Xxxxxxx 0000 Xxxxx Xxxxx Xxxxxx Xxxxxx
4 GA18944-13 GACC Coronado Branch 0000 Xxxxxx Xxxxxx Xxxxxxxx
4 XX00000-00 XXXX Xxxx Xxxxxxxxxxx Office 0000 Xxxxx Xxxxxx Bakersfield
4 GA18944-15 GACC East Xxxxxxx Branch 000 Xxxxx Xxxx Xxxxx Xxxxxxxxx Xxxxxxx
4 GA18944-16 GACC Xxxxxxxxx Center #000 000 Xxxxxxxxx Xxx Xxxxxxxx Xxxx
4 GA18944-17 GACC Xxxxxxxxx Center #000 000 Xxxxxxxxx Xxx Xxxxxxxx Xxxx
4 GA18944-18 GACC Xxxxxxxxx Center #000 000 Xxxxxxxxx Xxx Xxxxxxxx Xxxx
4 GA18944-19 GACC El Segundo 000 Xxxxx Xxxxxxxxx Xxxxxxxxx El Segundo
4 GA18944-20 GACC Escondido Main Xxxxxx 000 Xxxxx Xxxxxxxxx Xxxxxxxxx Xxxxxxxxx
0 XX00000-00 XXXX Xxxxxx Proof/Vault 0000 Xxxxxxxx Xxxxxx Xxxxxx
4 GA18944-22 GACC Gardena Main 0000 Xxxx Xxxxxxx Xxxxx Xxxxxxxxx Xxxxxxx
0 XX00000-00 GACC Glendale Main 000 Xxxxx Xxxxx Xxxxxxxxx Xxxxxxxx
4 GA18944-24 GACC Inglewood Main Xxxxxx 000 Xxxx Xxxxxxxxxx Xxxxxxxxx Xxxxxxxxx
0 XX00000-00 XXXX Xxxxxx Empire Cash Vault 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxx
4 GA18944-26 GACC Irvine Industrial 0000 XxxXxxxxx Xxxxxxxxx Xxxxxxx Xxxxx
4 GA18944-27 GACC La Jolla Main 0000 Xxxxxx Xxxxxx Xx Jolla
4 GA18944-28 GACC Lake & Colorado Br 000 Xxxx Xxxxxxxx Xxxxxxxxx Pasadena
4 GA18944-29 GACC Lincoln Heights Branch 0000 Xxxxx Xxxxxxxx Los Angeles
4 GA18944-30 GACC Long Beach Financial 000 Xxxx Xxxxx Xxxxxxxxx Xxxx Xxxxx
4 GA18944-31 GACC Xxxxxxx Xxxxxx 0000 Xxxx Xxxxxxxx Xxxxxxx Xxxxxxx
4 GA18944-32 GACC North Hollywood 0000 Xxxxxxxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx
4 XX00000-00 XXXX Xxxxx Xxxxxxxxxx Branch 0000 Xxx Xxxx Xxxxxxxxx Xxxxxxxxxx
4 XX00000-00 XXXX Xxx Xxxx Branch 0000 Xxxxxxxx Xxxxxxxxxx
4 GA18944-35 GACC Palmdale Branch 000 Xxxx Xxxxxxxx Xxxxxxxxx Xxxxxxxx
4 GA18944-36 GACC Pico-Vermont Branch 0000 Xxxxx Xxxxxxx Xxxxxx Xxx Xxxxxxx
4 GA18944-37 GACC Pomona Main 000 Xxxxx Xxxxx Xxxxxx Xxxxxx
4 GA18944-38 GACC Red Bluff Branch 000 Xxxx Xxxxxx Xxx Xxxxx
4 GA18944-39 GACC Redding Main Branch 0000 Xxxx Xxxxxx Xxxxxxx
0 XX00000-00 GACC Riverside Main 0000 00xx Xxxxxx Xxxxxxxxx
4 GA18944-41 GACC Xxxxxxx Main Branch 000 Xxxx Xxxxxx Xxxxxxx
4 XX00000-00 XXXX Xxx Xxxxxxxxx Main 000 Xxxxx X Xxxxxx Xxx Xxxxxxxxxx
4 GA18944-43 GACC Santa Xxxxxxx 000 Xxxxx Xxxxxx Santa Xxxxxxx
4 GA18944-44 GACC Santa Xxxxx Xxxxxx 300 Town Center East Santa Xxxxx
4 GA18944-45 GACC Xxxxxxxxx-Xxxxxxxxxx BR 10300-10306 Xxxxxxxxx Boulevard Mission Hills
4 GA18944-46 GACC Xxxxxxxxx 0000 Xxxxxxxxxx Xxxxxx Bakersfield
4 GA18944-47 GACC Stockton Main Xxxxxx 000 Xxxx Xxxxx Xxxxxx Xxxxxxxx
0 XX00000-00 XXXX Xxxxxxxxx Main Branch 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxx
4 GA18944-49 GACC Xxxxxxxx Xxxxxxx 0000 Xxxxxxx Xxxxxx Torrance
4 GA18944-50 GACC Xxx Xxxx & Market One South Xxx Xxxx Boulevard San Francisco
4 GA18944-51 GACC Xxxxxxx Xxxx Xxxxxx 0000 Xxxxx Xxxxxxxx Xxxxxxx
4 GA18944-52 GACC Whittier Office 0000 Xxxxx Xxxxxxxxx Xxxxxx Whittier
4 GA18944-53 GACC Willow-Xxxxx Xxxxxx 000 Xxxx Xxxxxx Xxxxxx Xxxx Xxxxx
4 GA18944-54 GACC Xxxx Xxxx Xxxxxx 0000 Xxxxx Xxxxx Xxxx Xxxx Xxxx
4 XX00000-00 XXXX Xxxxxxx Xxxx 0000 Xxxxxxx Xxxx Xxxx Xxxxx
0 XX00000-00 GACC Clermont 000 Xxxx Xxxxxxx 00 Xxxxxxxx
4 GA18944-57 GACC Xxxxxxx 0000 Xxxxx Xxxxxxxxx Xxxxxxxxx
4 GA18944-58 GACC Downtown Palmetto 000 0xx Xxxxxx Xxxx Xxxxxxxx
4 GA18944-59 GACC Gulf to Bay 1640 Gulf to Xxx Xxxxxxxxx Xxxxxxxxxx
0 XX00000-00 XXXX Xxxxxxxxxx Xxxxx 000 Xxxx Xxxxxxxxxx Xxxxxxxxx Xxxxxxxxxx
0 XX00000-00 GACC Hollywood/Tyler 0000 Xxxxx Xxxxxx Xxxxxxxxx
4 GA18944-62 GACC Jacksonville Ops CTR/#100 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxxx
4 GA18944-63 GACC Jacksonville Ops CTR/#200 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxxx
4 GA18944-64 GACC Jacksonville Ops CTR/#300 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxxx
4 GA18944-65 GACC Jacksonville Ops CTR/#400 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxxx
4 GA18944-66 GACC Jacksonville Ops CTR/#500 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxxx
4 GA18944-67 GACC Jacksonville Ops CTR/#600 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxxx
4 GA18944-68 GACC Jacksonville Ops CTR/#700 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxxx
4 GA18944-69 GACC Jacksonville Ops Ctr/School 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxxx
4 GA18944-70 GACC Jacksonville Ops CTR/Daycare 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxxx
4 GA18944-71 GACC Lighthouse Point 0000 Xxxxx Xxxxxxx Xxx Xxxxxxxxxx Xxxxx
0 XX00000-00 XXXX Xxxxxxx Operations Center 000 Xxxxxxx Xxxxxxxxx Xxxxxxx
4 GA18944-73 GACC Miami Lakes Operation CTR 0000 XX 000xx Xxxxxx Xxxxx Lakes
4 GA18944-75 GACC North Hialeah 0 Xxxx 00xx Xxxxxx Hialeah
4 GA18944-76 GACC Ocala Downtown 00 XX 0xx Xxxxxx Ocala
4 XX00000-00 XXXX Xxxxx 000 Xxxxx Xxxxxxx Xxxxxxx Stuart
4 XX00000-00 XXXX Xxxx Xxxxxxxxx 00000 Xxxxx Xxxxxxxxx Xxxx Xxxxxxxxx
0 XX00000-00 GACC Ridgewood 000 Xxxxx Xxxxxxxxx Xxxxx Xxxxxxx
CUT-OFF
PROPERTY ORIGINAL CUT-OFF BALANCE
NUMBER LOAN NUMBER SELLER PROJECT NAME STATE ZIP CODE BALANCE BALANCE ALLOCATION
0 XXXXXXX XXXX Xxxx Xxxxxxxxxx Executive Center (ROLLUP) Pennsylvania 00000 49,000,000 48,954,990
2 DBM19662 GACC 000 Xxxx Xxxxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxxx 00000 15,700,000 15,685,578 15,685,578
3 DBM19663 GACC 600 & 000 Xxxx Xxxxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxxxxx 00000 33,300,000 33,269,412 33,269,412
4 GA18944 GACC AFR/Bank of America Portfolio Various Various 40,000,000 39,921,847
4 XX00000-0 XXXX Xxxxxxxx Xxxx Xxxxxxxx 00000 42,426
4 XX00000-0 XXXX Xxxxxxxxx-Xxxx xx Xxxxxxx Xxx Xxxxxxx 00000 280,141
4 GA18944-3 GACC Camelback Xxxxxx Xxxxxxx 00000
4 GA18944-4 XXXX Xxxxxxxx-Xxxx xx Xxxxxxx Xxx Xxxxxxx 00000 792,567
4 XX00000-0 XXXX Xxxxxxxx-Xxxx xx Xxxxxxx Xxx Xxxxxxx 00000 282,476
4 XX00000-0 XXXX XxXxxxxx-Xxxx xx Xxxxxxx Xxx Xxxxxxx 00000 280,141
4 GA18944-7 XXXX Xxxx Xxxx Xxxxxxx 00000 105,053
4 GA18944-8 XXXX Xxxxx Xxxxxxxx-Xxxx xx Xxxxxxx Xxxxxxx 00000 754,339
4 GA18944-9 XXXX Xxxxxx Xxxxxxxxxx 00000 105,053
4 GA18944-10 GACC Xxxxx-Xxxxxxxx Xxxxxxxxxx 00000 64,199
4 GA18944-11 XXXX Xxxxx Xxxxxxxxxx 00000 66,534
4 XX00000-00 XXXX Xxxxx & Xxxxxxx Xxxxxxxxxx 00000 79,373
4 XX00000-00 XXXX Xxxxxxxx Xxxxxx Xxxxxxxxxx 00000 227,615
4 GA18944-14 GACC East Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx 00000 81,708
4 XX00000-00 XXXX Xxxx Xxxxxxx Xxxxxx Xxxxxxxxxx 00000 46,690
4 GA18944-16 GACC Xxxxxxxxx Xxxxxx #000 Xxxxxxxxxx 00000 331,501
4 GA18944-17 GACC Xxxxxxxxx Xxxxxx #000 Xxxxxxxxxx 00000 329,166
4 GA18944-18 GACC Xxxxxxxxx Xxxxxx #000 Xxxxxxxxxx 00000 252,768
4 GA18944-19 XXXX Xx Xxxxxxx Xxxxxxxxxx 00000 91,630
4 GA18944-20 GACC Escondido Xxxx Xxxxxx Xxxxxxxxxx 00000 128,398
4 GA18944-21 GACC Fresno Xxxxx/Xxxxx Xxxxxxxxxx 00000 120,227
4 GA18944-22 XXXX Xxxxxxx Xxxx Xxxxxxxxxx 00000 161,081
4 GA18944-23 XXXX Xxxxxxxx Xxxx Xxxxxxxxxx 00000 350,177
4 GA18944-24 GACC Inglewood Xxxx Xxxxxx Xxxxxxxxxx 00000 155,245
4 GA18944-25 GACC Inland Empire Cash Xxxxx Xxxxxxxxxx 00000 268,469
4 GA18944-26 XXXX Xxxxxx Xxxxxxxxxx Xxxxxxxxxx 00000 163,416
4 GA18944-27 XXXX Xx Xxxxx Xxxx Xxxxxxxxxx 00000 218,828
4 XX00000-00 XXXX Xxxx & Xxxxxxxx Xx Xxxxxxxxxx 00000 256,796
4 GA18944-29 XXXX Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx 00000 64,199
4 XX00000-00 XXXX Xxxx Xxxxx Xxxxxxxxx Xxxxxxxxxx 00000 303,487
4 GA18944-31 GACC Xxxxxxx Xxxxxx Xxxxxxxxxx 00000 58,946
4 XX00000-00 XXXX Xxxxx Xxxxxxxxx Xxxxxxxxxx 00000 136,569
4 XX00000-00 XXXX Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx 00000 81,708
4 XX00000-00 XXXX Xxx Xxxx Xxxxxx Xxxxxxxxxx 00000 64,199
4 XX00000-00 XXXX Xxxxxxxx Xxxxxx Xxxxxxxxxx 00000 58,363
4 GA18944-36 XXXX Xxxx-Xxxxxxx Xxxxxx Xxxxxxxxxx 00000 40,270
4 XX00000-00 XXXX Xxxxxx Xxxx Xxxxxxxxxx 00000 256,796
4 GA18944-38 GACC Xxx Xxxxx Xxxxxx Xxxxxxxxxx 00000 -
4 GA18944-39 GACC Xxxxxxx Xxxx Xxxxxx Xxxxxxxxxx 00000 204,270
4 GA18944-40 XXXX Xxxxxxxxx Xxxx Xxxxxxxxxx 00000 227,615
4 GA18944-41 GACC Salinas Xxxx Xxxxxx Xxxxxxxxxx 00000 122,562
4 XX00000-00 XXXX Xxx Xxxxxxxxx Xxxx Xxxxxxxxxx 00000 128,398
4 GA18944-43 XXXX Xxxxx Xxxxxxx Xxxxxxxxxx 00000 189,679
4 XX00000-00 XXXX Xxxxx Xxxxx Xxxxxx Xxxxxxxxxx 00000 124,313
4 XX00000-00 XXXX Xxxxxxxxx-Xxxxxxxxxx XX Xxxxxxxxxx 00000 79,373
4 GA18944-46 GACC Xxxxxxxxx Xxxxxxxxxx 00000 75,872
4 GA18944-47 GACC Stockton Xxxx Xxxxxx Xxxxxxxxxx 00000 274,305
4 GA18944-48 GACC Sunnyvale Xxxx Xxxxxx Xxxxxxxxxx 00000 233,451
4 GA18944-49 GACC Xxxxxxxx Xxxxxxx Xxxxxxxxxx 00000 131,900
4 GA18944-50 XXXX Xxx Xxxx & Xxxxxx Xxxxxxxxxx 00000 3,170,767
4 GA18944-51 GACC Ventura Xxxx Xxxxxx Xxxxxxxxxx 00000 82,292
4 GA18944-52 XXXX Xxxxxxxx Xxxxxx Xxxxxxxxxx 00000 215,942
4 GA18944-53 XXXX Xxxxxx-Xxxxx Xxxxxx Xxxxxxxxxx 00000 52,527
4 GA18944-54 XXXX Xxxx Xxxx Xxxxxx Xxxxxxxxxx 00000 112,348
4 GA18944-55 XXXX Xxxxxxx Xxxx Xxxxxxx 00000 466,902
4 GA18944-56 XXXX Xxxxxxxx Xxxxxxx 00000 20,427
4 GA18944-57 XXXX Xxxxxxx Xxxxxxx 00000 119,060
4 GA18944-58 GACC Xxxxxxxx Xxxxxxxx Xxxxxxx 00000 42,313
4 GA18944-59 GACC Gulf to Xxx Xxxxxxx 00000 99,217
4 XX00000-00 XXXX Xxxxxxxxxx Xxxxx Xxxxxxx 00000 210,106
4 GA18944-61 XXXX Xxxxxxxxx/Xxxxx Xxxxxxx 00000 -
4 GA18944-62 GACC Jacksonville Ops XXX/#000 Xxxxxxx 00000 1,406,544
4 GA18944-63 GACC Jacksonville Ops XXX/#000 Xxxxxxx 00000 770,389
4 GA18944-64 GACC Jacksonville Ops XXX/#000 Xxxxxxx 00000 729,535
4 GA18944-65 GACC Jacksonville Ops XXX/#000 Xxxxxxx 00000 1,138,075
4 GA18944-66 GACC Jacksonville Ops XXX/#000 Xxxxxxx 00000 752,880
4 GA18944-67 GACC Jacksonville Ops XXX/#000 Xxxxxxx 00000 1,902,628
4 GA18944-68 GACC Jacksonville Ops XXX/#000 Xxxxxxx 00000 764,553
4 GA18944-69 GACC Jacksonville Ops Xxx/Xxxxxx Xxxxxxx 00000 151,743
4 GA18944-70 GACC Jacksonville Ops XXX/Xxxxxxx Xxxxxxx 00000 148,825
4 GA18944-71 XXXX Xxxxxxxxxx Xxxxx Xxxxxxx 00000 137,153
4 GA18944-72 XXXX Xxxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxx 00000 379,358
4 XX00000-00 XXXX Xxxxx Xxxxx Xxxxxxxxx XXX Xxxxxxx 00000 669,880
4 GA18944-75 XXXX Xxxxx Xxxxxxx Xxxxxxx 00000 52,527
4 GA18944-76 GACC Ocala Xxxxxxxx Xxxxxxx 00000 110,889
4 XX00000-00 XXXX Xxxxx Xxxxxxx 00000 180,925
0 XX00000-00 XXXX Xxxx Xxxxxxxxx Xxxxxxx 00000 72,954
0 XX00000-00 XXXX Xxxxxxxxx Xxxxxxx 00000 46,892
DAY
PROPERTY LOAN MATURITY INTEREST PAYMENT MONTHLY
NUMBER LOAN NUMBER SELLER PROJECT NAME TYPE DATE RATE DUE PAYMENT ARD
0 XXXXXXX XXXX Xxxx Xxxxxxxxxx Executive Center (ROLLUP) Fixed 281,299
2 DBM19662 XXXX 000 Xxxx Xxxxxxxxxx Executive Center Fixed 3/1/2014 5.600 1 90,130
3 DBM19663 GACC 600 & 601 Fort Washington Executive Center Fixed 3/1/2014 5.600 1 191,168
4 GA18944 GACC AFR/Bank of America Portfolio Fixed 12/1/2013 5.489 1 235,314
4 GA18944-1 GACC Xxxxxxxx Main
4 GA18944-2 GACC Xxxxxxxxx-Xxxx xx Xxxxxxx Xxx
0 XX00000-0 XXXX Camelback Uptown
4 GA18944-4 GACC Catalina-Bank of America Ctr
4 GA18944-5 GACC Maricopa-Bank of America Ctr
4 GA18944-6 GACC XxXxxxxx-Bank xx Xxxxxxx Xxx
0 XX00000-0 XXXX Xxxx Xxxx
0 XX00000-0 XXXX Xxxxx Xxxxxxxx-Xxxx of America
4 GA18944-9 GACC Auburn
4 GA18944-10 GACC Xxxxx-Xxxxxxxx
0 XX00000-00 XXXX Xxxxx
4 GA18944-12 GACC Cedar & Xxxxxxx
4 GA18944-13 GACC Coronado Branch
4 GA18944-14 GACC East Bakersfield Xxxxxx
0 XX00000-00 XXXX Xxxx Xxxxxxx Xxxxxx
4 GA18944-16 GACC Xxxxxxxxx Center #300
4 GA18944-17 GACC Xxxxxxxxx Center #400
4 GA18944-18 GACC Xxxxxxxxx Center #500
4 GA18944-19 GACC El Segundo
4 GA18944-20 GACC Escondido Xxxx Xxxxxx
0 XX00000-00 XXXX Xxxxxx Proof/Vault
4 GA18944-22 GACC Gardena Main
4 GA18944-23 GACC Glendale Main
4 GA18944-24 GACC Xxxxxxxxx Xxxx Xxxxxx
0 XX00000-00 XXXX Xxxxxx Empire Cash Vault
4 GA18944-26 GACC Irvine Industrial
4 GA18944-27 GACC La Jolla Main
4 GA18944-28 GACC Lake & Colorado Br
4 GA18944-29 GACC Lincoln Heights Branch
4 XX00000-00 XXXX Xxxx Xxxxx Financial
4 GA18944-31 GACC Xxxxxxx Xxxxxx
4 GA18944-32 GACC North Hollywood
4 GA18944-33 GACC North Sacramento Branch
4 XX00000-00 XXXX Xxx Xxxx Branch
4 GA18944-35 GACC Palmdale Branch
4 GA18944-36 GACC Pico-Vermont Branch
4 GA18944-37 GACC Pomona Main
4 GA18944-38 GACC Red Bluff Branch
4 GA18944-39 GACC Redding Main Branch
4 GA18944-40 GACC Riverside Main
4 GA18944-41 GACC Salinas Main Branch
4 GA18944-42 GACC San Bernadino Main
4 GA18944-43 GACC Santa Xxxxxxx
4 GA18944-44 GACC Santa Xxxxx Xxxxxx
4 GA18944-45 GACC Xxxxxxxxx-Xxxxxxxxxx BR
4 GA18944-46 GACC Xxxxxxxxx
4 GA18944-47 GACC Stockton Main Office
4 GA18944-48 GACC Sunnyvale Main Branch
4 GA18944-49 GACC Xxxxxxxx Xxxxxxx
4 GA18944-50 GACC Xxx Xxxx & Market
4 GA18944-51 GACC Ventura Main Xxxxxx
0 XX00000-00 XXXX Xxxxxxxx Xxxxxx
4 GA18944-53 GACC Willow-Xxxxx Xxxxxx
4 GA18944-54 GACC Xxxx Xxxx Xxxxxx
0 XX00000-00 XXXX Xxxxxxx Xxxx
4 GA18944-56 GACC Clermont
4 GA18944-57 GACC Xxxxxxx
4 GA18944-58 GACC Downtown Palmetto
4 GA18944-59 GACC Gulf to Xxx
0 XX00000-00 XXXX Xxxxxxxxxx Xxxxx
4 GA18944-61 GACC Hollywood/Tyler
4 GA18944-62 GACC Jacksonville Ops CTR/#100
4 GA18944-63 GACC Jacksonville Ops CTR/#200
4 GA18944-64 GACC Jacksonville Ops CTR/#300
4 GA18944-65 GACC Jacksonville Ops CTR/#400
4 GA18944-66 GACC Jacksonville Ops CTR/#500
4 GA18944-67 GACC Jacksonville Ops CTR/#600
4 GA18944-68 GACC Jacksonville Ops CTR/#700
4 GA18944-69 GACC Jacksonville Ops Ctr/School
4 GA18944-70 GACC Jacksonville Ops CTR/Daycare
4 GA18944-71 GACC Xxxxxxxxxx Xxxxx
0 XX00000-00 XXXX Xxxxxxx Operations Center
4 GA18944-73 GACC Miami Lakes Operation CTR
4 GA18944-75 GACC North Hialeah
4 GA18944-76 GACC Ocala Downtown
4 GA18944-77 XXXX Xxxxx
0 XX00000-00 XXXX Xxxx Xxxxxxxxx
4 GA18944-79 GACC Ridgewood
PROPERTY CREDIT SERVICING
NUMBER LOAN NUMBER SELLER PROJECT NAME PREPAYMENT PROVISION LEASE LOAN FEE %
0 XXXXXXX XXXX Xxxx Xxxxxxxxxx Executive Center (ROLLUP) No
2 DBM19662 GACC 602 Fort Washington Executive Center Lock/25_Defeasance/91_0%/4 No 0.0334
3 DBM19663 GACC 000 & 000 Xxxx Xxxxxxxxxx Executive Center Lock/25_Defeasance/91_0%/4 No 0.0334
4 GA18944 GACC AFR/Bank of America Portfolio Lock/24_Defeasance/91_0%/5 No 0.0334
4 GA18944-1 GACC Xxxxxxxx Main
4 GA18944-2 GACC Xxxxxxxxx-Xxxx xx Xxxxxxx Xxx
0 XX00000-0 XXXX Camelback Uptown
4 GA18944-4 GACC Catalina-Bank of America Ctr
4 GA18944-5 GACC Maricopa-Bank of America Ctr
4 GA18944-6 GACC XxXxxxxx-Bank xx Xxxxxxx Xxx
0 XX00000-0 XXXX Xxxx Xxxx
0 XX00000-0 XXXX Xxxxx Xxxxxxxx-Xxxx of America
4 GA18944-9 GACC Auburn
4 GA18944-10 GACC Xxxxx-Xxxxxxxx
0 XX00000-00 XXXX Xxxxx
4 GA18944-12 GACC Cedar & Xxxxxxx
4 GA18944-13 GACC Coronado Branch
4 GA18944-14 GACC East Bakersfield Xxxxxx
0 XX00000-00 XXXX Xxxx Xxxxxxx Xxxxxx
4 GA18944-16 GACC Xxxxxxxxx Center #300
4 GA18944-17 GACC Xxxxxxxxx Center #400
4 GA18944-18 GACC Xxxxxxxxx Center #500
4 GA18944-19 GACC El Segundo
4 GA18944-20 GACC Escondido Xxxx Xxxxxx
0 XX00000-00 XXXX Xxxxxx Proof/Vault
4 GA18944-22 GACC Gardena Main
4 GA18944-23 GACC Glendale Main
4 GA18944-24 GACC Xxxxxxxxx Xxxx Xxxxxx
0 XX00000-00 XXXX Xxxxxx Empire Cash Vault
4 GA18944-26 GACC Irvine Industrial
4 GA18944-27 GACC La Jolla Main
4 GA18944-28 GACC Lake & Colorado Br
4 GA18944-29 GACC Lincoln Heights Branch
4 XX00000-00 XXXX Xxxx Xxxxx Financial
4 GA18944-31 GACC Xxxxxxx Xxxxxx
4 GA18944-32 GACC North Hollywood
4 GA18944-33 GACC North Sacramento Branch
4 XX00000-00 XXXX Xxx Xxxx Branch
4 GA18944-35 GACC Palmdale Branch
4 GA18944-36 GACC Pico-Vermont Branch
4 GA18944-37 GACC Pomona Main
4 GA18944-38 GACC Red Bluff Branch
4 GA18944-39 GACC Redding Main Branch
4 GA18944-40 GACC Riverside Main
4 GA18944-41 GACC Salinas Main Branch
4 GA18944-42 GACC San Bernadino Main
4 GA18944-43 GACC Santa Xxxxxxx
4 GA18944-44 GACC Santa Xxxxx Xxxxxx
4 GA18944-45 GACC Xxxxxxxxx-Xxxxxxxxxx BR
4 GA18944-46 GACC Xxxxxxxxx
4 GA18944-47 GACC Stockton Main Office
4 GA18944-48 GACC Sunnyvale Main Branch
4 GA18944-49 GACC Xxxxxxxx Xxxxxxx
4 GA18944-50 GACC Xxx Xxxx & Market
4 GA18944-51 GACC Ventura Main Xxxxxx
0 XX00000-00 XXXX Xxxxxxxx Xxxxxx
4 GA18944-53 GACC Willow-Xxxxx Xxxxxx
4 GA18944-54 GACC Xxxx Xxxx Xxxxxx
0 XX00000-00 XXXX Xxxxxxx Xxxx
4 GA18944-56 GACC Clermont
4 GA18944-57 GACC Xxxxxxx
4 GA18944-58 GACC Downtown Palmetto
4 GA18944-59 GACC Gulf to Xxx
0 XX00000-00 XXXX Xxxxxxxxxx Xxxxx
4 GA18944-61 GACC Hollywood/Tyler
4 GA18944-62 GACC Jacksonville Ops CTR/#100
4 GA18944-63 GACC Jacksonville Ops CTR/#200
4 GA18944-64 GACC Jacksonville Ops CTR/#300
4 GA18944-65 GACC Jacksonville Ops CTR/#400
4 GA18944-66 GACC Jacksonville Ops CTR/#500
4 GA18944-67 GACC Jacksonville Ops CTR/#600
4 GA18944-68 GACC Jacksonville Ops CTR/#700
4 GA18944-69 GACC Jacksonville Ops Ctr/School
4 GA18944-70 GACC Jacksonville Ops CTR/Daycare
4 GA18944-71 GACC Xxxxxxxxxx Xxxxx
0 XX00000-00 XXXX Xxxxxxx Operations Center
4 GA18944-73 GACC Miami Lakes Operation CTR
4 GA18944-75 GACC North Hialeah
4 GA18944-76 GACC Ocala Downtown
4 GA18944-77 XXXX Xxxxx
0 XX00000-00 XXXX Xxxx Xxxxxxxxx
4 GA18944-79 GACC Ridgewood
PROPERTY CROSS GROUND REMAINING LETTER
NUMBER LOAN NUMBER SELLER PROJECT NAME COLL LEASE FLAG TERM OF CREDIT
0 XXXXXXX XXXX Xxxx Xxxxxxxxxx Executive Center (ROLLUP) Yes No
2 DBM19662 GACC 602 Fort Washington Executive Center Yes No 119 Yes
3 DBM19663 GACC 600 & 601 Fort Washington Executive Center Yes No 119 No
4 GA18944 GACC AFR/Bank of America Portfolio No Yes 116 No
4 GA18944-1 GACC Xxxxxxxx Main Yes
4 GA18944-2 GACC Camelback-Bank of America Ctr Yes
4 GA18944-3 GACC Camelback Uptown Yes
4 GA18944-4 GACC Catalina-Bank of America Ctr Yes
4 GA18944-5 GACC Maricopa-Bank of America Ctr Yes
4 GA18944-6 GACC XxXxxxxx-Bank of America Ctr Yes
4 GA18944-7 GACC Mesa Main No
4 XX00000-0 XXXX Xxxxx Xxxxxxxx-Xxxx xx Xxxxxxx Yes
4 GA18944-9 GACC Auburn No
4 GA18944-10 GACC Xxxxx-Xxxxxxxx Xx
0 XX00000-00 XXXX Xxxxx No
4 GA18944-12 GACC Cedar & Xxxxxxx No
4 GA18944-13 GACC Coronado Branch No
4 GA18944-14 GACC East Bakersfield Office No
4 GA18944-15 GACC East Xxxxxxx Branch No
4 GA18944-16 GACC Xxxxxxxxx Center #300 No
4 GA18944-17 GACC Xxxxxxxxx Center #400 No
4 GA18944-18 GACC Xxxxxxxxx Center #500 No
4 GA18944-19 GACC El Segundo No
4 GA18944-20 GACC Escondido Xxxx Xxxxxx Xx
0 XX00000-00 XXXX Xxxxxx Proof/Vault Xx
0 XX00000-00 XXXX Xxxxxxx Xxxx Xx
4 GA18944-23 GACC Glendale Main No
4 GA18944-24 GACC Inglewood Xxxx Xxxxxx Xx
0 XX00000-00 XXXX Xxxxxx Empire Cash Vault No
4 GA18944-26 GACC Irvine Industrial No
4 GA18944-27 GACC La Jolla Main Yes
4 XX00000-00 XXXX Xxxx & Xxxxxxxx Br No
4 GA18944-29 GACC Lincoln Heights Xxxxxx Xx
0 XX00000-00 XXXX Xxxx Xxxxx Financial No
4 GA18944-31 GACC Xxxxxxx Xxxxxx No
4 GA18944-32 GACC North Hollywood No
4 XX00000-00 XXXX Xxxxx Xxxxxxxxxx Branch No
4 XX00000-00 XXXX Xxx Xxxx Branch No
4 GA18944-35 GACC Palmdale Branch No
4 GA18944-36 GACC Pico-Vermont Branch No
4 GA18944-37 GACC Pomona Main No
4 GA18944-38 GACC Red Bluff Branch No
4 GA18944-39 GACC Redding Xxxx Xxxxxx Xx
0 XX00000-00 XXXX Xxxxxxxxx Main No
4 GA18944-41 GACC Salinas Xxxx Xxxxxx Xx
0 XX00000-00 XXXX Xxx Xxxxxxxxx Main No
4 GA18944-43 GACC Santa Xxxxxxx Xx
0 XX00000-00 XXXX Xxxxx Xxxxx Xxxxxx Xx
4 GA18944-45 GACC Xxxxxxxxx-Xxxxxxxxxx BR No
4 GA18944-46 GACC Xxxxxxxxx No
4 GA18944-47 GACC Stockton Main Office No
4 GA18944-48 GACC Sunnyvale Main Branch No
4 GA18944-49 GACC Xxxxxxxx Xxxxxxx No
4 GA18944-50 GACC Xxx Xxxx & Market No
4 GA18944-51 GACC Ventura Main Office No
4 GA18944-52 GACC Whittier Office No
4 GA18944-53 GACC Willow-Xxxxx Xxxxxx No
4 GA18944-54 GACC Yuba City Branch No
4 GA18944-55 GACC Century Park No
4 GA18944-56 GACC Clermont Yes
4 GA18944-57 GACC Xxxxxxx No
4 GA18944-58 GACC Downtown Palmetto No
4 GA18944-59 GACC Gulf to Xxx Xx
0 XX00000-00 XXXX Xxxxxxxxxx Beach No
4 GA18944-61 GACC Hollywood/Tyler Yes
4 GA18944-62 GACC Jacksonville Ops XXX/#000 Xx
0 XX00000-00 XXXX Xxxxxxxxxxxx Ops XXX/#000 Xx
0 XX00000-00 XXXX Xxxxxxxxxxxx Ops XXX/#000 Xx
0 XX00000-00 XXXX Xxxxxxxxxxxx Ops XXX/#000 Xx
0 XX00000-00 XXXX Xxxxxxxxxxxx Ops XXX/#000 Xx
0 XX00000-00 XXXX Xxxxxxxxxxxx Ops XXX/#000 Xx
0 XX00000-00 XXXX Xxxxxxxxxxxx Ops XXX/#000 Xx
0 XX00000-00 XXXX Xxxxxxxxxxxx Ops Xxx/Xxxxxx Xx
0 XX00000-00 XXXX Xxxxxxxxxxxx Ops XXX/Xxxxxxx Xx
0 XX00000-00 XXXX Xxxxxxxxxx Xxxxx No
4 GA18944-72 GACC Mendham Operations Xxxxxx Xx
0 XX00000-00 XXXX Xxxxx Xxxxx Xxxxxxxxx XXX Xx
4 GA18944-75 GACC North Hialeah No
4 GA18944-76 GACC Ocala Downtown No
4 GA18944-77 XXXX Xxxxx Xx
0 XX00000-00 XXXX Xxxx Xxxxxxxxx No
4 GA18944-79 GACC Ridgewood No
PROPERTY
NUMBER LOAN NUMBER SELLER PROJECT NAME PROPERTY ADDRESS
4 XX00000-00 XXXX Xxx Xxxx 0000 Xxxxxxxxxx Xxxxxxxxx Xxxx
4 XX00000-00 XXXX Xxxxx Xxxxxx XXX 17100 N.W. 00xx Xxxxxx
0 XX00000-00 XXXX Xxxxxxxxx Mall 000 Xxxxx Xxxxxxxxx Xxxxxxxxx
4 GA18944-83 GACC Xxxxxxxx Islands 00000 Xxxxxxxx Xxxxxxxxx
4 GA18944-84 GACC Winter Park 000 Xxxxx Xxxxxxx Xxxxxx
4 GA18944-85 GACC Albany Xxxx Xxxxxx 000 Xxxxx Xxxxxxxxxx Xxxxxx
4 GA18944-86 GACC Xxxx Xxxxxx 00 Xxxx Xxxxxx
4 GA18944-87 GACC Cartersville Main 000 Xxxx Xxxx Xxxxxx
4 GA18944-88 GACC Moultrie Main 000 Xxxxx Xxxx Xxxxxx
4 GA18944-89 GACC Valdosta Main 000 Xxxxx Xxxxxxxxx Xxxxxx
4 GA18944-90 GACC Winder (BS) 000 Xxxxx Xxxxx Xxxxxx
4 GA18944-91 GACC Coeur D'alene BDLG/BR 000 Xxxxx Xxxxxx
4 GA18944-92 GACC Bank of America Center 000 Xxxxx XxXxxxx Xxxxxx
4 GA18944-93 GACC Mission Facility 0000 Xxxxxxx Xxxx
0 XX00000-00 XXXX Xxxx Street Facility 000 Xxxxxxxxxxxx Xxxxxx
4 XX00000-00 XXXX Xxxxxxxxx Xxxxxx Xxxxxx - BAL 00 Xxxxxx Xxxxxx
4 GA18944-96 GACC Highlandtown - BAL 0000/00 Xxxxxxx Xxxxxx
0 XX00000-00 XXXX Xxxxxxxx Facility 000 Xxxxxx Xxxxxx
4 GA18944-98 GACC Concord Village 0000 X. Xxxxxxxxx Xxxxxxxxx
4 GA18944-99 GACC Downtown Facility 000 Xxxx 0xx Xxxxxx
4 GA18944-100 GACC Florissant Facility 000 Xxx Xxxxxx Xxxxxxxx
4 GA18944-101 GACC Hampton-Main Facility 4301 and 0000 Xxxxxxx Xxxxxx
4 XX00000-000 XXXX Xxxxxxxxxxxx Xxxxxx 000 Xxxx Xxxxxxxxx
0 XX00000-000 XXXX Xxxxxxxxx Facility 0000 Xxxx Xxxxxx
0 XX00000-000 XXXX Xxxxxx Facility 000 Xxxxx Xxxxxxxxx
0 XX00000-000 XXXX Xxx Trafficway Facility 0000 Xxxxx Xxx Xxxxxxxxxx
0 XX00000-000 XXXX Xxxxxxxx Facility 000 XxXxxxx
0 XX00000-000 XXXX Xxxxx Xxxxxxxxx Facility 0000 Xxxxx Xxxxxxxxx
4 GA18944-108 GACC West Sunshine Facility 710 West Sunshine
4 XX00000-000 XXXX Xxxxxxx Xxxxxx Facility 0000 Xxxxxxx Xxxxxx
4 GA18944-110 GACC 000 X Xxxxx-Xxxxx Xxxxxxxx 000 Xxxxx Xxxxx Xxxxxx
4 GA18944-111 GACC Albuquerque Operations Center 000 0xx Xxxxxx XX
4 XX00000-000 XXXX Xxxx Xxxxxxx Facility 0000 Xxxxxxx Xxxxxx XX
4 GA18944-113 GACC Henderson 000 Xxxxx Xxxxxx
4 XX00000-000 XXXX Xxxxxxxx Xxxxxx 0000 Xxxx Xxxxxx Xxxxxx
4 GA18944-115 GACC Admiral 0000 Xxxx Xxxxxxx Xxxxx
4 GA18944-116 GACC Muskogee Main Facility 000 Xxxx Xxxxxxxx
4 GA18944-117 GACC Aiken Main Office 000 Xxxxxxx Xxxxxx
4 GA18944-118 GACC Murfreesboro Main Xxxxxx 000 Xxxx Xxxx Xxxxxx
0 XX00000-000 XXXX Xxxxxxx Xxxx (CCNB) 000 Xxxxx Xxxxxxxxxx
0 XX00000-000 XXXX Xxxxxxxxx Xxx Xxxxxx Xxxxxx
0 XX00000-000 XXXX Xxxxxxxxxx 0000 Xxxxx Xxxxx Xxxx
4 GA18944-122 GACC Dalhart Banking Center 000 Xxxxxx Xxxxxx
4 GA18944-123 GACC Denison 000 Xxxx Xxxx Xxxxxx
4 GA18944-124 GACC Dumas Banking Xxxxxx 000 Xxxxx Xxxxxx
4 GA18944-125 GACC Fort Xxx Houston 0000 Xxxx Xxxxxxx Xxxxxx
4 XX00000-000 XXXX Xxxx Xxxxx Xxxx 0000 Xxxx Xxxxxxxxx Xxxxxx
4 GA18944-127 GACC Greenspoint 12400 Interstate 00 Xxxxx
0 XX00000-000 XXXX Xxxxxxx 0000 Xxxxx Xxxxxx
0 XX00000-000 XXXX Xxxxx Xxxxxxxx 000 Xxxxx Xxxxxxxxx Xxxxxx
4 XX00000-000 XXXX Xxxxx Xxxxxx 0000 Xxxxx Xxxxxxxx
0 XX00000-000 XXXX Xxxx 000 Xxxxxx Xxxxxx
0 XX00000-000 XXXX Xxxxxxxxxxxxxxx 000 Xxxx Xxxx Xxxxxx
0 XX00000-000 XXXX Xxxxxxxxx 000 Xxxx Xxxxxx
4 XX00000-000 XXXX Xxxxxx - 0xx Xxxxxx 000 Xxxx Xxxxxx XX
0 XX00000-000 GACC Old Hampton 0 Xxxx Xxxxxx Xxx
4 GA18944-136 GACC Roanoke 000 Xxxxx Xxxxxxxxx Xxxxxx, XX
4 XX00000-000 XXXX Xxxxx Xxxxxx 000 Xxxxx Xxxxxx
4 GA18944-138 GACC Aberdeen Bldg/BR 000 Xxxx Xxxxxx Xxxxxx
4 GA18944-139 GACC Bank of America Financial Ctr 000 Xxxx Xxxxxxxxx Xxxxxx
4 GA18944-140 GACC Bank of America Plaza 000 X Xxxxxx
0 XX00000-000 XXXX Xxxxxxxxxx 000 Xxxx Xxxxx Xxxxxx
0 XX00000-000 XXXX Xxxxxxxxx 1000 0xx Xxxxxx Xxxxx
0 XX00000-000 XXXX Xxxxx 000 Xxxxx Xxxxx Xxxxxx
4 GA18944-144 XXXX Xxxxx Xxxx 000 Xxxx 0xx Xxxxxx
4 GA18944-145 GACC N Wenatchee 000 Xxxxx Xxxxxxxxx Xxxxxx
0 XX00000-000 XXXX Xxxxx 000 Xxxx Xxxxx Xxxxxx
4 GA18944-147 GACC Port Angeles 000 Xxxx Xxxxx Xxxxxx
0 XX00000-000 XXXX Xxxxxxxx 0000 Xxxxxx Xxxxxx
4 GA18944-149 GACC Spokane Bankcard Services 0000 Xxxxx Xxxxxx
0 XX00000-000 XXXX University 0000 Xxxxxxxxxx Xxx XX
4 XX00000-000 XXXX Xxxxx Xxxxx 000 Xxxx Xxxx Xxxxxx
4 GA18944-152 GACC Xxxxxx Xxxxxx Xxxx/XX 000 Xxxxx 0xx Xxxxxx
6 GA19274 GACC Xxxxxx Xxxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xxxx
7 DBM19433 GACC Countryside Apartments 9971 Good Luck Road
8 DBM19292 GACC Columbus International Aircenter II 4100-4130, 4150-4200, 0000 Xxxx Xxxxx Xxxxxx
9 DBM19368 GACC BridgeMarket Center 000-000 Xxxx 00xx Xxxxxx
14 DBM19296 GACC Xxxxx Brothers Hardware Building 000 Xxxxx Xxxxxx Xxxxxx
PROPERTY ORIGINAL
NUMBER LOAN NUMBER SELLER PROJECT NAME CITY STATE ZIP CODE BALANCE
4 XX00000-00 XXXX Xxx Xxxx Xxxxxxxxxxxx Xxxxxxx 00000
4 GA18944-81 XXXX Xxxxx Xxxxxx XXX Xxxxx Xxxxx Xxxxxxx 00000
4 GA18944-82 GACC Xxxxxxxxx Xxxx Xxxxx Xxxxxxx 00000
4 GA18944-83 XXXX Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx 00000
4 GA18944-84 XXXX Xxxxxx Xxxx Xxxxxx Xxxx Xxxxxxx 00000
4 GA18944-85 GACC Albany Xxxx Xxxxxx Xxxxxx Xxxxxxx 00000
4 GA18944-86 XXXX Xxxx Xxxxxx Xxxxxxxx Xxxxxxx 00000
4 GA18944-87 GACC Cartersville Main Xxxxxxxxxxxx Xxxxxxx 00000
4 GA18944-88 XXXX Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxx 00000
4 GA18944-89 XXXX Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxx 00000
4 GA18944-90 GACC Winder (BS) Xxxxxx Xxxxxxx 00000
4 GA18944-91 XXXX Xxxxx X'xxxxx XXXX/XX Xxxxx X'Xxxxx Xxxxx 00000
4 GA18944-92 XXXX Xxxx xx Xxxxxxx Xxxxxx Xxxxxxx Xxxxxxxx 00000
4 GA18944-93 GACC Mission Facility Xxxxxxxx Xxxx Xxxxxx 00000
4 GA18944-94 GACC Xxxx Xxxxxx Xxxxxxxx Xxxxxxxxxxxx Xxxxxx 00000
4 GA18944-95 GACC Xxxxxxxxx Xxxxxx Xxxxxx - XXX Xxxxxxxxx Xxxxxxxx 00000
4 GA18944-96 GACC Highlandtown - BAL Xxxxxxxxx Xxxxxxxx 00000
4 GA18944-97 GACC Columbia Facility Xxxxxxxx Xxxxxxxx 00000
4 GA18944-98 GACC Xxxxxxx Xxxxxxx Xx. Xxxxx Xxxxxxxx 00000
4 GA18944-99 GACC Xxxxxxxx Xxxxxxxx Xxxxx Xxxxxxxx 00000
4 GA18944-100 GACC Florissant Facility Florissant Missouri 63031
4 GA18944-101 GACC Hampton-Main Facility Xx. Xxxxx Xxxxxxxx 00000
4 GA18944-102 GACC Xxxxxxxxxxxx Xxxxxx Xxxxxxxxxxxx Xxxxxxxx 00000
4 GA18944-103 GACC Lexington Facility Xxxxxxxxx Xxxxxxxx 00000
4 GA18944-104 GACC Mexico Facility Xxxxxx Xxxxxxxx 00000
4 XX00000-000 XXXX Xxx Xxxxxxxxxx Facility Xxxxxx Xxxx Xxxxxxxx 00000
4 XX00000-000 XXXX Xxxxxxxx Xxxxxxxx Xxxxxxxx Xxxxxxxx 00000
4 XX00000-000 XXXX Xxxxx Xxxxxxxxx Facility Xxxxxxxxxxx Xxxxxxxx 00000
4 GA18944-108 GACC Xxxx Xxxxxxxx Xxxxxxxx Xxxxxxxxxxx Xxxxxxxx 00000
4 GA18944-109 GACC Xxxxxxx Xxxxxx Xxxxxxxx Xxxx Xxxxxxxxx Xxxxxxxx 00000
4 GA18944-110 GACC 000 X Xxxxx-Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxx Xxxxxxxx 00000
4 GA18944-111 GACC Xxxxxxxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxxx Xxx Xxxxxx 00000
4 GA18944-112 GACC Xxxx Xxxxxxx Xxxxxxxx Xxxxxxxxxxx Xxx Xxxxxx 00000
4 XX00000-000 XXXX Xxxxxxxxx Xxxxxxxxx Xxxxxx 00000
4 XX00000-000 XXXX Xxxxxxxx Xxxxxx Xxx Xxxxx Xxxxxx 00000
4 XX00000-000 XXXX Xxxxxxx Xxxxx Xxxxxxxx 00000
4 GA18944-116 GACC Muskogee Main Facility Xxxxxxxx Xxxxxxxx 00000
4 GA18944-117 GACC Aiken Xxxx Xxxxxx Xxxxx Xxxxx Xxxxxxxx 00000
4 GA18944-118 GACC Murfreesboro Xxxx Xxxxxx Xxxxxxxxxxxx Xxxxxxxxx 00000
4 XX00000-000 XXXX Xxxxxxx Xxxx (CCNB) Xxxxxxx Xxxx Xxxxx 00000
4 XX00000-000 XXXX Xxxxxxxxx Xxxxxxxxx Xxxxx 00000
4 XX00000-000 XXXX Xxxxxxxxxx Xxxxxxxxxx Xxxxx 00000
4 GA18944-122 GACC Dalhart Banking Center Xxxxxxx Xxxxx 00000
4 XX00000-000 XXXX Xxxxxxx Xxxxxxx Xxxxx 00000
4 GA18944-124 XXXX Xxxxx Xxxxxxx Xxxxxx Xxxxx Xxxxx 00000
4 GA18944-125 GACC Xxxx Xxx Xxxxxxx Xxx Xxxxxxx Xxxxx 00000
4 XX00000-000 XXXX Xxxx Xxxxx Xxxx Xxxx Xxxxx Xxxxx 00000
4 XX00000-000 XXXX Xxxxxxxxxxx Xxxxxxx Xxxxx 00000
4 XX00000-000 XXXX Xxxxxxx Xxxxxxx Xxxxx 00000
4 GA18944-129 GACC Xxxxx Xxxxxxxx Xx. Xxxxxxxx Xxxxx 00000
4 XX00000-000 XXXX Xxxxx Xxxxxx Xxxxxx Xxxxx 00000
4 XX00000-000 XXXX Xxxx Xxxx Xxxxx 00000
4 GA18944-132 GACC Charlottesville Xxxxxxxxxxxxxxx Xxxxxxxx 00000
4 GA18944-133 GACC Lynchburg Xxxxxxxxx Xxxxxxxx 00000
4 XX00000-000 XXXX Xxxxxx - 0xx Xxxxxx Xxxxxx Xxxxxxxx 00000
4 XX00000-000 XXXX Xxx Xxxxxxx Xxxxxxx Xxxxxxxx 00000
4 XX00000-000 XXXX Xxxxxxx Xxxxxxx Xxxxxxxx 00000
4 XX00000-000 XXXX Xxxxx Xxxxxx Xxxxx Xxxxxx Xxxxxxxx 00000
4 GA18944-138 GACC Aberdeen Bldg/BR Xxxxxxxx Xxxxxxxxxx 00000
4 GA18944-139 XXXX Xxxx xx Xxxxxxx Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxxxx 00000
4 GA18944-140 XXXX Xxxx xx Xxxxxxx Xxxxx Xxxxxx Xxxxxxxxxx 00000
4 GA18944-141 GACC Bellingham Xxxxxxxxxx Xxxxxxxxxx 00000
4 XX00000-000 XXXX Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxx 00000
4 XX00000-000 XXXX Xxxxx Xxxxx Xxxxxxxxxx 00000
4 XX00000-000 XXXX Xxxxx Xxxx Xxxxx Xxxx Xxxxxxxxxx 00000
4 XX00000-000 XXXX X Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxx 00000
4 XX00000-000 XXXX Xxxxx Xxxxx Xxxxxxxxxx 00000
4 GA18944-147 GACC Port Angeles Xxxx Xxxxxxx Xxxxxxxxxx 00000
4 XX00000-000 XXXX Xxxxxxxx Xxxxxxxx Xxxxxxxxxx 00000
4 GA18944-149 GACC Spokane Bankcard Services Xxxxxxx Xxxxxxxxxx 00000
4 XX00000-000 XXXX Xxxxxxxxxx Xxxxxxx Xxxxxxxxxx 00000
4 GA18944-151 XXXX Xxxxx Xxxxx Xxxxx Xxxxx Xxxxxxxxxx 00000
4 GA18944-152 GACC Xxxxxx Xxxxxx Xxxx/XX Xxxxxx Xxxxxxxxxx 00000
6 GA19274 GACC Xxxxxx Xxxxxx Xxxxxx XxXxxx Xxxxxxxx 00000 35,000,000
7 DBM19433 XXXX Xxxxxxxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxx 00000 34,000,000
8 DBM19292 XXXX Xxxxxxxx Xxxxxxxxxxxxx Xxxxxxxxx XX Xxxxxxxx Xxxx 00000 32,500,000
9 DBM19368 XXXX XxxxxxXxxxxx Xxxxxx Xxx Xxxx Xxx Xxxx 00000 23,350,000
14 DBM19296 GACC Xxxxx Brothers Xxxxxxxx Xxxxxxxx Xxxxxxxx Xxxx 00000 16,000,000
CUT-OFF
PROPERTY CUT-OFF BALANCE LOAN MATURITY INTEREST
NUMBER LOAN NUMBER SELLER PROJECT NAME BALANCE ALLOCATION TYPE DATE RATE
4 GA18944-80 GACC San Xxxx 63,615
4 XX00000-00 XXXX Xxxxx Xxxxxx XXX 811,243
4 XX00000-00 XXXX Xxxxxxxxx Xxxx 157,580
4 GA18944-83 GACC Xxxxxxxx Islands 223,293
4 GA18944-84 GACC Winter Park 128,398
4 GA18944-85 GACC Albany Main Office 49,125
4 XX00000-00 XXXX Xxxx Xxxxxx 142,989
4 GA18944-87 GACC Cartersville Main 87,544
4 GA18944-88 GACC Moultrie Main 70,035
4 GA18944-89 GACC Valdosta Main 100,676
4 GA18944-90 GACC Winder (BS) 37,936
4 GA18944-91 GACC Coeur D'alene BDLG/BR 80,541
4 GA18944-92 GACC Bank of America Center 5,019,202
4 GA18944-93 GACC Mission Facility 90,462
4 XX00000-00 XXXX Xxxx Xxxxxx Facility 48,149
4 XX00000-00 XXXX Xxxxxxxxx Xxxxxx Xxxxxx - BAL 210,106
4 GA18944-96 GACC Highlandtown - BAL 35,727
4 XX00000-00 XXXX Xxxxxxxx Facility 85,793
4 XX00000-00 XXXX Xxxxxxx Xxxxxxx 82,875
4 GA18944-99 GACC Downtown Facility 31,516
4 GA18944-100 GACC Florissant Facility 70,035
4 GA18944-101 GACC Hampton-Main Facility 83,459
4 XX00000-000 XXXX Xxxxxxxxxxxx Xxxxxx 69,452
4 GA18944-103 GACC Lexington Facility 24,804
4 GA18944-104 GACC Mexico Facility 80,541
4 XX00000-000 XXXX Xxx Xxxxxxxxxx Facility 122,562
4 GA18944-106 GACC Richland Facility
4 XX00000-000 XXXX Xxxxx Xxxxxxxxx Facility 52,527
4 GA18944-108 GACC West Sunshine Facility
4 XX00000-000 XXXX Xxxxxxx Xxxxxx Facility 77,331
4 GA18944-110 GACC 525 N Xxxxx-Xxxxx Building 2,346,185
4 GA18944-111 GACC Albuquerque Operations Center 198,434
4 XX00000-000 XXXX Xxxx Xxxxxxx Facility 70,035
4 GA18944-113 GACC Henderson 67,117
4 XX00000-000 XXXX Xxxxxxxx Xxxxxx 122,562
4 GA18944-115 GACC Admiral 52,527
4 GA18944-116 GACC Muskogee Main Facility
4 GA18944-117 GACC Aiken Main Office 89,295
4 GA18944-118 GACC Murfreesboro Main Office 87,544
4 XX00000-000 XXXX Xxxxxxx Xxxx (CCNB)
4 GA18944-120 GACC Brownwood 49,608
4 GA18944-121 GACC Carrollton 61,281
4 GA18944-122 GACC Dalhart Banking Center 53,986
4 GA18944-123 GACC Denison 51,067
4 GA18944-124 GACC Dumas Banking Center 58,363
4 XX00000-000 XXXX Xxxx Xxx Xxxxxxx 347,259
4 XX00000-000 XXXX Xxxx Xxxxx Xxxx 74,413
4 GA18944-127 GACC Greenspoint 210,106
4 GA18944-128 GACC Mission 42,021
4 XX00000-000 XXXX Xxxxx Xxxxxxxx 48,149
4 XX00000-000 XXXX Xxxxx Xxxxxx 84,626
4 GA18944-131 GACC Waco 99,217
4 GA18944-132 GACC Charlottesville 189,679
4 GA18944-133 GACC Lynchburg 93,783
0 XX00000-000 XXXX Xxxxxx - 0xx Xxxxxx 29,181
4 XX00000-000 XXXX Xxx Xxxxxxx 58,363
4 GA18944-136 GACC Roanoke 110,889
4 XX00000-000 XXXX Xxxxx Xxxxxx 32,378
4 GA18944-138 GACC Aberdeen Bldg/BR
4 GA18944-139 GACC Bank of America Financial Ctr 2,287,822
4 XX00000-000 XXXX Xxxx xx Xxxxxxx Plaza 437,721
4 GA18944-141 GACC Bellingham 140,071
4 GA18944-142 GACC Bremerton 87,544
4 GA18944-143 GACC Forks 40,854
4 GA18944-144 GACC Moses Lake 58,363
4 GA18944-145 GACC N Wenatchee 52,527
4 GA18944-146 GACC Pasco 46,690
4 GA18944-147 GACC Port Angeles 44,659
4 GA18944-148 GACC Richland 137,153
4 GA18944-149 GACC Spokane Bankcard Services 525,265
4 GA18944-150 GACC University 122,562
4 XX00000-000 XXXX Xxxxx Xxxxx 75,872
4 XX00000-000 XXXX Xxxxxx Xxxxxx Bldg/BR 99,217
6 GA19274 GACC Tysons Corner Center 35,000,000 35,000,000 Fixed 3/1/2014 5.224
7 DBM19433 GACC Countryside Apartments 34,000,000 34,000,000 Fixed 4/1/2011 5.228
8 DBM19292 GACC Columbus International Aircenter II 32,367,390 32,367,390 Fixed 1/1/2014 6.150
9 DBM19368 GACC BridgeMarket Center 23,350,000 23,350,000 Fixed 5/1/2014 5.220
14 DBM19296 GACC Xxxxx Brothers Hardware Building 15,940,532 15,940,532 Fixed 12/1/2013 5.950
DAY
PROPERTY PAYMENT MONTHLY PREPAYMENT
NUMBER LOAN NUMBER SELLER PROJECT NAME DUE PAYMENT ARD PROVISION
4 GA18944-80 GACC Xxx Xxxx
0 XX00000-00 XXXX Xxxxx Xxxxxx XXX
4 GA18944-82 GACC Xxxxxxxxx Xxxx
0 XX00000-00 XXXX Xxxxxxxx Xxxxxxx
4 GA18944-84 GACC Xxxxxx Xxxx
0 XX00000-00 XXXX Xxxxxx Xxxx Xxxxxx
0 XX00000-00 XXXX Xxxx Xxxxxx
4 GA18944-87 GACC Cartersville Main
4 GA18944-88 GACC Moultrie Main
4 GA18944-89 GACC Valdosta Main
4 GA18944-90 GACC Winder (BS)
4 GA18944-91 GACC Coeur D'alene BDLG/BR
4 GA18944-92 GACC Bank of America Center
4 GA18944-93 GACC Mission Facility
4 GA18944-94 GACC Penn Street Facility
4 XX00000-00 XXXX Xxxxxxxxx Xxxxxx Xxxxxx - BAL
4 GA18944-96 GACC Highlandtown - BAL
4 XX00000-00 XXXX Xxxxxxxx Facility
4 GA18944-98 GACC Xxxxxxx Xxxxxxx
0 XX00000-00 XXXX Xxxxxxxx Facility
4 GA18944-100 GACC Florissant Facility
4 GA18944-101 GACC Hampton-Main Facility
4 GA18944-102 GACC Xxxxxxxxxxxx Xxxxxx
0 XX00000-000 XXXX Xxxxxxxxx Facility
4 GA18944-104 GACC Mexico Facility
4 XX00000-000 XXXX Xxx Xxxxxxxxxx Facility
4 GA18944-106 GACC Richland Facility
4 XX00000-000 XXXX Xxxxx Xxxxxxxxx Facility
4 GA18944-108 GACC West Sunshine Facility
4 XX00000-000 XXXX Xxxxxxx Xxxxxx Facility
4 GA18944-110 GACC 000 X Xxxxx-Xxxxx Xxxxxxxx
0 XX00000-000 XXXX Xxxxxxxxxxx Operations Center
4 XX00000-000 XXXX Xxxx Xxxxxxx Facility
4 GA18944-113 GACC Henderson
4 XX00000-000 XXXX Xxxxxxxx Xxxxxx
4 GA18944-115 GACC Admiral
4 GA18944-116 GACC Muskogee Main Facility
4 GA18944-117 GACC Aiken Main Xxxxxx
0 XX00000-000 XXXX Xxxxxxxxxxxx Xxxx Xxxxxx
0 XX00000-000 XXXX Xxxxxxx Xxxx (CCNB)
4 GA18944-120 GACC Brownwood
4 GA18944-121 GACC Carrollton
4 GA18944-122 GACC Dalhart Banking Center
4 GA18944-123 GACC Denison
4 GA18944-124 GACC Dumas Banking Center
4 GA18944-125 GACC Fort Xxx Houston
4 XX00000-000 XXXX Xxxx Xxxxx Xxxx
4 GA18944-127 GACC Greenspoint
4 GA18944-128 GACC Mission
4 XX00000-000 XXXX Xxxxx Xxxxxxxx
4 XX00000-000 XXXX Xxxxx Xxxxxx
4 GA18944-131 GACC Waco
4 GA18944-132 GACC Charlottesville
4 GA18944-133 GACC Lynchburg
4 GA18944-134 GACC Norton - 0xx Xxxxxx
0 XX00000-000 XXXX Xxx Xxxxxxx
4 GA18944-136 GACC Roanoke
4 XX00000-000 XXXX Xxxxx Xxxxxx
4 GA18944-138 GACC Aberdeen Bldg/BR
4 GA18944-139 GACC Bank of America Financial Ctr
4 GA18944-140 GACC Bank of Xxxxxxx Xxxxx
0 XX00000-000 XXXX Xxxxxxxxxx
4 XX00000-000 XXXX Xxxxxxxxx
0 XX00000-000 XXXX Xxxxx
4 XX00000-000 XXXX Xxxxx Xxxx
4 GA18944-145 GACC N Wenatchee
4 GA18944-146 GACC Pasco
4 GA18944-147 GACC Port Angeles
4 GA18944-148 GACC Richland
4 GA18944-149 GACC Spokane Bankcard Services
4 GA18944-150 GACC University
4 XX00000-000 XXXX Xxxxx Xxxxx
4 GA18944-152 GACC Yakima Valley Bldg/BR
6 GA19274 GACC Tysons Corner Center 1 192,708 Lock/25_Defeasance/88_0%/7
7 DBM19433 GACC Countryside Apartments 1 187,286 Lock/24_Defeasance/56_0%/4
8 DBM19292 GACC Columbus International Aircenter II 1 212,388 Lock/27_Defeasance/89_0%/4
9 DBM19368 GACC BridgeMarket Center 1 128,506 Lock/24_Defeasance/93_0%/4
14 DBM19296 GACC Xxxxx Brothers Hardware Building 1 95,414 Lock/28_Defeasance/88_0%/4
PROPERTY CREDIT SERVICING CROSS GROUND
NUMBER LOAN NUMBER SELLER PROJECT NAME LEASE LOAN FEE % COLL LEASE FLAG
4 GA18944-80 GACC Xxx Xxxx Xx
0 XX00000-00 XXXX Xxxxx Xxxxxx XXX No
4 GA18944-82 GACC Westshore Mall No
4 GA18944-83 GACC Xxxxxxxx Islands No
4 GA18944-84 GACC Xxxxxx Xxxx Xx
0 XX00000-00 XXXX Xxxxxx Xxxx Xxxxxx Xx
0 XX00000-00 XXXX Xxxx Xxxxxx No
4 GA18944-87 GACC Cartersville Main No
4 GA18944-88 GACC Xxxxxxxx Main No
4 GA18944-89 GACC Valdosta Main No
4 GA18944-90 GACC Winder (BS) Xx
0 XX00000-00 XXXX Xxxxx X'xxxxx BDLG/BR No
4 GA18944-92 GACC Bank of America Center No
4 GA18944-93 GACC Mission Facility No
4 GA18944-94 GACC Penn Street Facility No
4 XX00000-00 XXXX Xxxxxxxxx Xxxxxx Xxxxxx - BAL No
4 GA18944-96 GACC Highlandtown - XXX Xx
0 XX00000-00 XXXX Xxxxxxxx Facility Xx
0 XX00000-00 XXXX Xxxxxxx Xxxxxxx No
4 GA18944-99 GACC Downtown Facility Yes
4 GA18944-100 GACC Florissant Facility No
4 GA18944-101 GACC Hampton-Main Facility No
4 GA18944-102 GACC Xxxxxxxxxxxx Xxxxxx Xx
0 XX00000-000 XXXX Xxxxxxxxx Facility No
4 GA18944-104 GACC Mexico Facility No
4 XX00000-000 XXXX Xxx Xxxxxxxxxx Facility No
4 GA18944-106 GACC Richland Facility No
4 XX00000-000 XXXX Xxxxx Xxxxxxxxx Facility Yes
4 GA18944-108 GACC West Sunshine Facility Yes
4 XX00000-000 XXXX Xxxxxxx Xxxxxx Facility No
4 GA18944-110 GACC 000 X Xxxxx-Xxxxx Xxxxxxxx Xx
0 XX00000-000 XXXX Xxxxxxxxxxx Operations Xxxxxx Xx
0 XX00000-000 XXXX Xxxx Xxxxxxx Facility No
4 GA18944-113 GACC Xxxxxxxxx No
4 GA18944-114 GACC Paradise Valley No
4 GA18944-115 GACC Admiral No
4 GA18944-116 GACC Muskogee Main Facility No
4 GA18944-117 GACC Aiken Main Office No
4 GA18944-118 GACC Murfreesboro Main Office No
4 XX00000-000 XXXX Xxxxxxx Xxxx (CCNB) No
4 GA18944-120 GACC Brownwood No
4 GA18944-121 GACC Carrollton No
4 GA18944-122 GACC Dalhart Banking Center No
4 GA18944-123 GACC Xxxxxxx No
4 GA18944-124 GACC Xxxxx Banking Xxxxxx Xx
0 XX00000-000 XXXX Xxxx Xxx Xxxxxxx Xx
4 XX00000-000 XXXX Xxxx Xxxxx Xxxx No
4 GA18944-127 GACC Greenspoint No
4 GA18944-128 GACC Mission No
4 GA18944-129 GACC Xxxxx Xxxxxxxx Xx
0 XX00000-000 XXXX Xxxxx Xxxxxx No
4 GA18944-131 GACC Waco No
4 GA18944-132 GACC Charlottesville No
4 GA18944-133 GACC Lynchburg No
4 GA18944-134 GACC Norton - 0xx Xxxxxx Xx
0 XX00000-000 XXXX Xxx Xxxxxxx No
4 GA18944-136 GACC Roanoke No
4 XX00000-000 XXXX Xxxxx Xxxxxx No
4 GA18944-138 GACC Aberdeen Bldg/BR Yes
4 GA18944-139 GACC Bank of America Financial Ctr No
4 GA18944-140 GACC Bank of Xxxxxxx Xxxxx Xx
0 XX00000-000 XXXX Xxxxxxxxxx No
4 GA18944-142 GACC Bremerton No
4 GA18944-143 GACC Forks Xx
0 XX00000-000 XXXX Xxxxx Xxxx Xx
4 GA18944-145 GACC N Wenatchee No
4 GA18944-146 GACC Pasco No
4 GA18944-147 GACC Port Angeles No
4 GA18944-148 GACC Richland No
4 GA18944-149 GACC Spokane Bankcard Services No
4 GA18944-150 GACC Xxxxxxxxxx Xx
0 XX00000-000 XXXX Xxxxx Xxxxx No
4 GA18944-152 GACC Yakima Valley Bldg/BR No
6 GA19274 GACC Tysons Corner Center No 0.0334 No No
7 DBM19433 GACC Countryside Apartments No 0.0334 No No
8 DBM19292 GACC Columbus International Aircenter II No 0.0334 No No
9 DBM19368 GACC BridgeMarket Center No 0.0334 No Yes
14 DBM19296 GACC Xxxxx Brothers Hardware Building No 0.0334 No No
PROPERTY REMAINING LETTER
NUMBER LOAN NUMBER SELLER PROJECT NAME TERM OF CREDIT
4 GA18944-80 GACC Xxx Xxxx
0 XX00000-00 XXXX Xxxxx Xxxxxx XXX
4 GA18944-82 GACC Xxxxxxxxx Xxxx
0 XX00000-00 XXXX Xxxxxxxx Xxxxxxx
4 GA18944-84 GACC Xxxxxx Xxxx
0 XX00000-00 XXXX Xxxxxx Xxxx Xxxxxx
0 XX00000-00 XXXX Xxxx Xxxxxx
4 GA18944-87 GACC Cartersville Main
4 GA18944-88 GACC Xxxxxxxx Main
4 GA18944-89 GACC Valdosta Main
4 GA18944-90 GACC Winder (BS)
4 GA18944-91 GACC Coeur D'alene BDLG/BR
4 GA18944-92 GACC Bank of America Center
4 GA18944-93 GACC Mission Facility
4 GA18944-94 GACC Penn Street Facility
4 XX00000-00 XXXX Xxxxxxxxx Xxxxxx Xxxxxx - BAL
4 GA18944-96 GACC Highlandtown - BAL
4 XX00000-00 XXXX Xxxxxxxx Facility
4 GA18944-98 GACC Xxxxxxx Xxxxxxx
0 XX00000-00 XXXX Xxxxxxxx Facility
4 GA18944-100 GACC Florissant Facility
4 GA18944-101 GACC Hampton-Main Facility
4 GA18944-102 GACC Xxxxxxxxxxxx Xxxxxx
0 XX00000-000 XXXX Xxxxxxxxx Facility
4 GA18944-104 GACC Mexico Facility
4 XX00000-000 XXXX Xxx Xxxxxxxxxx Facility
4 GA18944-106 GACC Richland Facility
4 XX00000-000 XXXX Xxxxx Xxxxxxxxx Facility
4 GA18944-108 GACC West Sunshine Facility
4 XX00000-000 XXXX Xxxxxxx Xxxxxx Facility
4 GA18944-110 GACC 000 X Xxxxx-Xxxxx Xxxxxxxx
0 XX00000-000 XXXX Xxxxxxxxxxx Operations Center
4 XX00000-000 XXXX Xxxx Xxxxxxx Facility
4 GA18944-113 GACC Xxxxxxxxx
4 XX00000-000 XXXX Xxxxxxxx Xxxxxx
4 GA18944-115 GACC Admiral
4 GA18944-116 GACC Muskogee Main Facility
4 GA18944-117 GACC Aiken Main Xxxxxx
0 XX00000-000 XXXX Xxxxxxxxxxxx Xxxx Xxxxxx
0 XX00000-000 XXXX Xxxxxxx Xxxx (CCNB)
4 GA18944-120 GACC Brownwood
4 GA18944-121 GACC Carrollton
4 GA18944-122 GACC Dalhart Banking Center
4 GA18944-123 GACC Xxxxxxx
4 GA18944-124 GACC Xxxxx Banking Center
4 GA18944-125 GACC Fort Xxx Houston
4 XX00000-000 XXXX Xxxx Xxxxx Xxxx
4 GA18944-127 GACC Greenspoint
4 GA18944-128 GACC Mission
4 XX00000-000 XXXX Xxxxx Xxxxxxxx
4 XX00000-000 XXXX Xxxxx Xxxxxx
4 GA18944-131 GACC Waco
4 GA18944-132 GACC Charlottesville
4 GA18944-133 GACC Lynchburg
4 GA18944-134 GACC Norton - 0xx Xxxxxx
0 XX00000-000 XXXX Xxx Xxxxxxx
4 GA18944-136 GACC Roanoke
4 XX00000-000 XXXX Xxxxx Xxxxxx
4 GA18944-138 GACC Aberdeen Bldg/BR
4 GA18944-139 GACC Bank of America Financial Ctr
4 GA18944-140 GACC Bank of Xxxxxxx Xxxxx
0 XX00000-000 XXXX Xxxxxxxxxx
4 XX00000-000 XXXX Xxxxxxxxx
0 XX00000-000 XXXX Xxxxx
4 XX00000-000 XXXX Xxxxx Xxxx
4 GA18944-145 GACC N Wenatchee
4 GA18944-146 GACC Pasco
4 GA18944-147 GACC Port Angeles
4 GA18944-148 GACC Richland
4 GA18944-149 GACC Spokane Bankcard Services
4 GA18944-150 GACC University
4 XX00000-000 XXXX Xxxxx Xxxxx
4 GA18944-152 GACC Yakima Valley Bldg/BR
6 GA19274 GACC Xxxxxx Xxxxxx Xxxxxx 000 Xx
0 XXX00000 XXXX Xxxxxxxxxxx Apartments 84 No
8 DBM19292 GACC Columbus International Aircenter II 117 Yes
9 DBM19368 GACC BridgeMarket Center 121 No
14 DBM19296 GACC Xxxxx Brothers Hardware Building 116 No
PROPERTY
NUMBER LOAN NUMBER SELLER PROJECT NAME PROPERTY XXXXXXX XXXX XXXXX XXX XXXX
00 XX0000 GACC Xxxxxx Xxxxx Xxxxx 000 Xxxxxxxx Xxxx Xxxxxxx Xxxxxxxx 00000
29 DBM19752 GACC Xxxxxxx Xxxxx Corporate Center 00000 Xxxxxxxxx Xxxxxx Xxxxxxx Xxxx Xxxxxxxx 00000
41 DBM19642 GACC Will-O-Wisp Apartments 0000 Xxxxx Xxxx Xxxxxxx Xxxxx Xxxxxxxx 00000
58 DBM19667 GACC Bristol House Apartments 0000 Xxxxxx Xxxx Xxxxxxxxx Xxxxxxxx 00000
CUT-OFF
PROPERTY ORIGINAL CUT-OFF BALANCE LOAN MATURITY INTEREST
NUMBER LOAN NUMBER SELLER PROJECT NAME BALANCE BALANCE ALLOCATION TYPE DATE RATE
19 GA6400 GACC Xxxxxx Xxxxx Xxxxx 14,125,846 14,125,846 14,125,844 Fixed 1/1/2024 7.160
29 DBM19752 GACC Xxxxxxx Xxxxx Corporate Center 8,650,000 8,650,000 8,650,000 Fixed 4/1/2009 5.020
41 DBM19642 GACC Will-O-Wisp Apartments 4,920,000 4,908,235 4,908,235 Fixed 2/1/2011 5.040
58 DBM19667 GACC Bristol House Apartments 2,000,000 1,998,272 1,998,272 Fixed 3/1/2014 5.840
DAY
PROPERTY PAYMENT MONTHLY
NUMBER LOAN NUMBER SELLER PROJECT NAME DUE PAYMENT ARD PREPAYMENT PROVISION
19 GA6400 GACC Xxxxxx Xxxxx Xxxxx 1 108,317 Lock/0_Defeasance/231_0%/6
29 DBM19752 GACC Xxxxxxx Xxxxx Corporate Center 1 46,541 Lock/24_Defeasance/32_0%/4
41 DBM19642 GACC Will-O-Wisp Apartments 1 26,532 Lock/26_Defeasance/54_0%/4
58 DBM19667 GACC Bristol House Apartments 1 11,786 Lock/25_Defeasance/91_0%/4
PROPERTY SERVICING CROSS GROUND
NUMBER LOAN NUMBER SELLER PROJECT NAME CREDIT LEASE LOAN FEE % COLL LEASE FLAG
19 GA6400 GACC Xxxxxx Xxxxx Xxxxx Yes - Xxxxxx Xxxxx Xxxxx 0.0334 No No
& Company Realty
Partnership is the
Tenant; Saks Inc.
(237/F/M:BNoBB-/Ba3)
is the Sponsor
29 DBM19752 GACC Xxxxxxx Xxxxx Corporate Center No 0.0334 No No
41 DBM19642 GACC Will-O-Wisp Apartments No 0.0334 No No
58 DBM19667 GACC Bristol House Apartments No 0.0334 No No
PROPERTY REMAINING LETTER
NUMBER LOAN NUMBER SELLER PROJECT NAME TERM OF CREDIT
19 GA6400 GACC Xxxxxx Xxxxx Xxxxx 237 No
29 DBM19752 GACC Xxxxxxx Xxxxx Corporate Center 60 No
41 DBM19642 GACC Will-O-Wisp Apartments 82 No
58 DBM19667 GACC Bristol House Apartments 119 No
2
EXHIBIT B
REPRESENTATIONS AND WARRANTIES OF THE MORTGAGE LOAN SELLER
REGARDING THE INDIVIDUAL MORTGAGE LOANS
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 or any servicer acting on
its behalf regarding the matters referred to, in each case: (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 servicing and monitoring
practices customarily utilized by prudent commercial mortgage loan servicers
with respect to securitizable commercial or multifamily, as applicable, 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 or any
servicer acting on its behalf without any express or implied obligation to make
inquiry. All information contained in 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, have reviewed or had possession of such document at any time. For purposes
of 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 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, either of the Mortgage Loan Seller or any servicer acting on its
behalf. 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.
The Mortgage Loan Seller hereby represents and warrants with respect to
the Mortgage Loans that, as of the date herein below specified or, if no such
date is specified, as of the Closing Date, and subject to Section 18 of this
Agreement:
1) Mortgage Loan Schedule. The information pertaining to each Mortgage
Loan set forth in the Mortgage Loan Schedule to the Pooling and Servicing
Agreement
B-1
was true and accurate in all material respects as of the Cut-Off Date and
contains all of the information set forth in the definition of "Mortgage Loan
Schedule" in the Pooling and Servicing Agreement
2) Ownership of Mortgage Loans. Immediately prior to the transfer of
the Mortgage Loans to the Purchaser, the Mortgage Loan Seller had good title to,
and was the sole owner of, each Mortgage Loan. The Mortgage Loan Seller has full
right, power and authority to sell, transfer and assign each Mortgage Loan to,
or at the direction of, the Purchaser free and clear of any and all pledges,
liens, charges, security interests, participation interests and/or other
interests and encumbrances (other than the rights to servicing and related
compensation as reflected in the Mortgage Loan Schedule). Subject to the
completion of the names and addresses of the assignees and endorsees and any
missing recording information in all instruments of transfer or assignment and
endorsements and the completion of all recording and filing contemplated hereby
and by the Pooling and Servicing Agreement, the Mortgage Loan Seller will have
validly and effectively conveyed to the Purchaser all legal and beneficial
interest in and to each Mortgage Loan free and clear of any pledge, lien,
charge, security interest or other encumbrance (except for certain servicing
rights described on Schedule B-41 hereto or otherwise contemplated by this
Agreement or the Pooling and Servicing Agreement). The sale of the Mortgage
Loans to the Purchaser or its designee does not require the Mortgage Loan Seller
to obtain any governmental or regulatory approval or consent that has not been
obtained. Each Mortgage Note is, or shall be as of the Closing Date, endorsed to
the Purchaser, or its designee, in conformity with the requirements of the
definition of "Mortgage File" in the Pooling and Servicing Agreement and each
such endorsement is genuine.
3) Payment Record. Such Mortgage Loan was not as of the Cut-off Date
for such Mortgage Loan, and has not been during the twelve-month period prior
thereto, 30 days or more delinquent in respect of any debt service payment
required thereunder, without giving effect to any applicable grace period.
4) Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a legal, valid and, subject to
the exceptions set forth in Paragraph 13 below, enforceable first priority lien
upon the related Mortgaged Property, except for the following (collectively, the
"Permitted Encumbrances"): (a) the lien for current real estate taxes, water
charges, sewer rents 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 are referred to in the related lender's title insurance
policy (or, if not yet issued, referred to in a pro forma title policy or title
policy commitment meeting the requirements described in Paragraph 8 below); (c)
exceptions and exclusions specifically referred to in the related lender's title
insurance policy (or, if not yet issued, referred to in a pro forma title policy
or title policy commitment meeting the requirements described in Paragraph 8
below); (d) other matters to which like properties are commonly subject; (e) the
rights of tenants (as tenants only) under leases (including subleases)
pertaining to the related Mortgaged Property; (f) condominium declarations of
record and identified in the related lender's title insurance policy (or, if not
yet issued, identified in a pro forma title policy or title policy commitment
meeting the requirements described in Paragraph 8 below); and (g) if such
Mortgage Loan constitutes a Cross-Collateralized Mortgage Loan, the lien of the
Mortgage for another Mortgage Loan contained in the same group of
Cross-Collateralized Mortgage Loans. With respect to each
B-2
Mortgage Loan, such Permitted Encumbrances do not, individually or in the
aggregate, materially interfere with the security intended to be provided by the
related Mortgage, the current principal use of the related Mortgaged Property,
the current ability of the related Mortgaged Property to generate income
sufficient to service such Mortgage Loan or materially and adversely affect the
value of the Mortgage Loan . The related assignment of the Mortgage for each
Mortgage Loan, executed and delivered in favor of the Trustee, is in recordable
form (but for insertion of the name and address of the assignee and any related
recording information which is not yet available to the Mortgage Loan Seller) to
validly and effectively convey the assignor's interest therein and constitutes a
legal, valid, binding and, subject to the exceptions set forth in Paragraph 13
below, enforceable assignment of such Mortgage from the relevant assignor to the
Trustee.
5) Assignment of Leases. There exists as part of the related Mortgage
File an Assignment of Leases (an "Assignment of Leases") either as a separate
document or as part of the Mortgage. Each related Assignment of Leases creates a
valid, first priority collateral assignment of, or a valid perfected first
priority lien on or security interest in, certain rights under the related lease
or leases, including the right to receive all payment due under the related
Lease, subject only to a license granted to the related Mortgagor to exercise
certain rights and to perform certain obligations of the lessor under such lease
or leases, including the right to operate the related leased property and none
of the related leases contains any restriction on such collateral assignment or
creation of a security interest therein, as applicable. The related assignment
of any Assignment of Leases not included in a Mortgage, executed and delivered
in favor of the Trustee is in recordable form (but for insertion of the name and
address of the assignee and any related recording information which is not yet
available to the Mortgage Loan Seller) to validly and effectively convey the
assignor's interest therein and constitutes a legal, valid, binding and, subject
to the exceptions set forth in Paragraph 13 below, enforceable assignment of
such Assignment of Leases from the relevant assignor to the Trustee.
6) Mortgage Status; Waivers and Modifications. The terms of the
Mortgage Loan have not been waived, modified, altered, satisfied, impaired,
canceled, subordinated or rescinded in any manner which materially interferes
with the security provided by such Mortgage Loan and the related Mortgaged
Property other than any material amendment or modification which has been
effected pursuant to a written instrument and has been duly submitted for
recordation to the extent necessary to protect the interests of the mortgagee,
and is a part of the related Mortgage File. Except as set forth on Schedule B-6,
no consents, waivers, modifications, alterations or assumptions of any kind with
respect to a Mortgage Loan have occurred since the date upon which the due
diligence file related to the applicable Mortgage Loan was delivered to Allied
Capital Corporation. The Mortgage Loan Seller has not taken any affirmative
action inconsistent with the Servicing Standard that would cause the
representations and warranties of the related Mortgagor under the Mortgage Loan
not to be true and correct in any material respect.
7) Condition of Property; Condemnation. In the case of each Mortgage
Loan, one or more engineering reports were prepared in connection with the
origination of such Mortgage Loan by an independent third-party engineering firm
who inspected the Mortgaged Property, and except as set forth in such
engineering assessment(s) or on Schedule B-7A, the related Mortgaged Property
is, to the Mortgage Loan Seller's knowledge,
B-3
free and clear of any damage that would materially and adversely affect its
value as security for such Mortgage Loan (except in cases set forth in clauses
(a), (b) and (c) below). As of origination of such Mortgage Loan there was no
proceeding pending, and subsequent to such date, the Mortgage Loan Seller has
not received actual notice of, any proceeding pending for the condemnation of
all or any material portion of the Mortgaged Property. Except as set forth on
Schedule B-7B, if any of the engineering reports referred to above in this
Paragraph 7 revealed any material damage or material deferred maintenance, then
one of the following is true: (a) the repairs and/or maintenance necessary to
correct such condition have been completed in all material respects; (b) an
escrow of funds is required or a letter of credit was obtained in a percentage
equal to 125% of the amount reasonably estimated to be sufficient to complete
the repairs and/or maintenance necessary to correct such condition; or (c) the
reasonable estimate of the cost to complete the repairs and/or maintenance
necessary to correct such condition represented no more than (i) 2% of the value
of the related Mortgaged Property as reflected in an appraisal conducted in
connection with the origination of the subject Mortgage Loan or (ii) $50,000
whichever is less. As of the date of the origination of each Mortgage Loan,
except as set forth on Schedule B-7B: (x) all of the material improvements on
the related Mortgaged Property lay wholly within the boundaries and, to the
extent in effect at the time of construction, building restriction lines of such
property, except for encroachments that are insured against by the lender's
title insurance policy referred to in Paragraph 8 below or that do not affect
the value or current principal use of such Mortgaged Property to any material
extent, (y) no improvements on adjoining properties encroached upon such
Mortgaged Property so as to affect the value or current principal use of such
Mortgaged Property to any material extent, except those encroachments that are
insured against by the lender's title insurance policy referred to in Paragraph
8 below and (z) the Mortgaged Property securing each Mortgage Loan is located on
or adjacent to a public road, or has access to an irrevocable easement
permitting ingress and egress.
8) Title Insurance. The lien of each Mortgage securing a Mortgage Loan
is insured by an American Land Title Association (or an equivalent form of)
lender's title insurance policy (the "Title Policy") (except that if such policy
is yet to be issued, such insurance may be evidenced by a "marked up" pro forma
policy or title commitment in either case marked as binding and countersigned by
the title company or its authorized agent, either on its face or by an
acknowledged closing instruction or escrow letter) in the original principal
amount of such Mortgage Loan after all advances of principal, insuring the
originator of the related Mortgage Loan, its successors and assigns (as the sole
insured) that the related Mortgage is a valid first priority lien on such
Mortgaged Property, subject only to the Permitted Encumbrances. Such 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, the Mortgage Loan
Seller has made no claims thereunder and, to the Mortgage Loan Seller's
knowledge, no prior holder of the related Mortgage has made any claims
thereunder and no claims have been paid thereunder. The Mortgage Loan Seller has
not, and to the Mortgage Loan Seller's knowledge, no prior holder of the related
Mortgage has done anything that would materially impair the coverage under such
Title Policy. Immediately following the transfer and assignment of the related
Mortgage Loan to the Trustee (including endorsement and delivery of the related
Mortgage Note to the Purchaser or its designee and recording of the related
Assignment of Mortgage in favor of the Purchaser or its designee in the
applicable real estate records), 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. Such Title Policy
contains no exclusion for any of the following
B-4
circumstances, or it affirmatively insures (unless the related Mortgaged
Property is located in a jurisdiction where such affirmative insurance is not
available), (a) that the related Mortgaged Property has access to a public road,
and (b) that the area shown on the survey, if any, reviewed or prepared in
connection with the origination of the related Mortgage Loan is the same as the
property legally described in the related Mortgage. Such Title Policy contains
no exclusion regarding the encroachment upon any easements of any permanent
improvements located on the related Mortgaged Property for which the grantee of
such easement has the ability to force removal of such improvement, or such
Title Policy affirmatively insures against losses caused by forced removal of
any material permanent improvements on the related Mortgaged Property that
encroach upon any material easements.
9) No Holdback. The proceeds of each Mortgage Loan have been fully
disbursed (except in those cases where the full amount of the Mortgage Loan has
been disbursed but a portion thereof is being held in escrow or reserve accounts
pending the satisfaction of certain conditions relating to leasing, repairs or
other matters with respect to the related Mortgaged Property), and there is no
obligation for future advances with respect thereto. If the related Mortgage
Loan documents include any requirements regarding (a) the completion of any
on-site or off-site improvements and (b) the disbursement of any funds escrowed
for such purpose, and if those requirements were to have been complied with on
or before the Closing Date, then such requirements have been complied with in
all material respects or such funds so escrowed have not been released except to
the extent specifically provided by the related Mortgage Loan documents.
10) Mortgage Provisions. The Mortgage Note, Mortgage (along with any
security agreement and UCC financing statement) and Assignment of Leases for
each Mortgage Loan, together with applicable state law, contain customary and,
subject to the exceptions set forth in Paragraph 13 below, enforceable
provisions for commercial Mortgage Loans 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. The Mortgage Loan documents for each Mortgage
Loan, subject to applicable law, provide for the appointment of a receiver for
the collection of rents or for the related mortgagee to enter into possession to
collect the rents if there is an event of default under such Mortgage Loan.
11) Trustee under Deed of Trust. If the Mortgage for any Mortgage Loan
is a deed of trust, then (a) a trustee, duly qualified under applicable law to
serve as such, has either (i) been properly designated, has accepted such
designation and currently so serves or (ii) may be substituted in accordance
with the Mortgage and applicable law, and (b) no fees or expenses are payable to
such trustee by the Mortgage Loan Seller, the Depositor or any transferee
thereof except for such fees and expenses (all of which are the obligation of
the related Mortgagor under the related Mortgage Loan documents) as would be
payable 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 such Mortgage Loan.
12) Environmental Conditions. Except in the case of the Mortgaged
Properties identified on Schedule B-12A, (a) an environmental site assessment
meeting the requirements of the American Society for Testing and Materials and
covering all environmental
B-5
hazards typically assessed for similar properties including use, type and
tenants of the Mortgaged Property ("Environmental Report"), or an update of such
an assessment, was performed by a licensed (to the extent required by applicable
state law) reputable, independent third-party environmental consulting firm with
respect to each Mortgaged Property in connection with the origination of such
Mortgage Loan and/or thereafter updated such that, except as set forth on
Schedule B-12B, such Environmental Report is dated no earlier than twelve months
prior to the Closing Date, (b) a copy of each such Environmental Report has been
delivered to the Purchaser, and (c) either: (i) no such Environmental Report
provides that as of the date of the report there is a material violation of any
applicable environmental laws with respect to any circumstances or conditions
relating to the related Mortgaged Property; or (ii) if any such Environmental
Report does reveal any such circumstances or conditions with respect to the
related Mortgaged Property and the same have not been subsequently remediated in
all material respects, then, except as described on Schedule B-12C, one or more
of the following are true: (A) one or more parties not related to or including
the related Mortgagor and collectively having financial resources reasonably
estimated by the Mortgage Loan Seller at the time of origination to be adequate
to cure the subject violation in all material respects, were identified as the
responsible party or parties for such condition or circumstance and such
condition or circumstance does not materially impair the value of the Mortgaged
Property, (B) the related Mortgagor was required to provide additional security
reasonably estimated by the Mortgage Loan Seller at the time of origination to
be adequate to cure the subject violation in all material respects, (C) if and
to the extent that such condition or circumstances can, based upon the
recommendation set forth in the subject Environmental Report, be remediated or
otherwise appropriately addressed in all material respects through the
implementation of an operations and maintenance plan, the related Mortgagor was
required to obtain and maintain an operations and maintenance plan, (D) the
related Mortgagor, or other responsible party, provided a "no further action"
letter or other evidence reasonably acceptable to a reasonably prudent
commercial mortgage lender that applicable federal, state or local governmental
authorities had no current intention of taking any action, and are not requiring
any action, in respect of such condition or circumstance, (E) such conditions or
circumstances were investigated further and based upon such additional
investigation, an independent third-party environmental consultant recommended
no further investigation or remediation, (F) the expenditure of funds reasonably
estimated to be necessary to effect such remediation is not greater than the
lesser of 2% of the outstanding principal balance of the related Mortgage Loan
or $50,000, (G) there exists an escrow of funds reasonably estimated by the
Mortgage Loan Seller at origination to be sufficient for purposes of effecting
such remediation, (H) the related Mortgaged Property is identified on Schedule
B-12D and insured under a policy of insurance subject to per occurrence and
aggregate limits and a deductible, each as set forth on Schedule B-12D, against
certain losses arising from such circumstances and conditions or (I) a party
with financial resources reasonably estimated by the Mortgage Loan Seller at the
time of origination to be adequate to cure the subject violation in all material
respects provided a guaranty or indemnity to the related Mortgagor to cover the
costs of any required investigation, testing, monitoring or remediation. To the
Mortgage Loan Seller's actual knowledge, having made no independent inquiry
other than reviewing the Environmental Reports(s) and employing an environmental
consultant to perform the assessment(s) referenced herein, there are no material
circumstances or conditions with respect to any Mortgaged Property not revealed
in any such Environmental Report, where obtained, that render such Mortgaged
Property in material violation of any applicable environmental laws. The
Mortgage Loan
B-6
documents for each Mortgage Loan require the related Mortgagor to comply with
all applicable federal, state and local environmental laws and regulations. The
Mortgage Loan Seller has not taken any affirmative action which would cause the
Mortgaged Property securing any Mortgage Loan not to be in compliance with all
federal, state and local laws pertaining to environmental hazards. Each
Mortgagor represents and warrants in the related Mortgage Loan documents
substantially to the effect that, except as set forth in certain specified
environmental reports and to the Mortgagor's knowledge, as of the date of
origination, it has not used, caused or permitted to exist and will not use,
cause or permit to exist on the related Mortgaged Property any hazardous
materials which violate federal, state or local laws, ordinances, regulations,
orders, directives, or policies governing the use, storage, treatment,
transportation, manufacture, refinement, handling, production or disposal of
hazardous materials. Unless the related Mortgaged Property is identified on
Schedule B-12D, the related Mortgagor (or an affiliate thereof) has agreed to
indemnify mortgagee against, or otherwise be liable for, any and all losses
resulting from a breach of environmental representations, warranties or
covenants given by the Mortgagor in connection with such Mortgage Loan,
generally including any and all losses, liabilities, damages, injuries,
penalties, fines, expenses and claims of any kind or nature whatsoever
(including without limitation, attorneys' fees and expenses) paid, incurred or
suffered by or asserted against, any such party resulting from such breach.
13) Loan Document Status. Each Mortgage Note, Mortgage, and other
agreement executed by or on behalf of the related Mortgagor, or any guarantor of
non-recourse exceptions and environmental liability, with respect to each
Mortgage Loan 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 (i) bankruptcy, insolvency, reorganization,
fraudulent transfer and conveyance or other similar laws affecting the
enforcement of creditors' rights generally and (ii) general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity
or at law), and except that certain provisions in such loan documents may be
further limited or rendered unenforceable by applicable law. There is no right
of rescission, offset, abatement, diminution or valid defense or counterclaim
available to the related Mortgagor with respect to such Mortgage Note, Mortgage
or other agreements that would deny the mortgagee the principal benefits
intended to be provided thereby. The Mortgage Loan Seller has no actual
knowledge of any such rights, defenses or counterclaims having been asserted.
14) Insurance. Except as otherwise set forth on Schedule B-14A, all
improvements upon each Mortgaged Property are insured under a fire and extended
perils insurance policy included within the classification "All Risk of Physical
Loss" insurance (or the equivalent) policy in an amount (subject to a customary
and reasonable deductible) at least equal to the full insurable replacement cost
of the improvements located on such Mortgaged Property, and if applicable, the
related hazard insurance policy contains appropriate endorsements to avoid the
application of coinsurance and does not permit reduction in insurance proceeds
for depreciation. Except in the case of the Mortgaged Properties identified on
Schedule B-14B hereto, each Mortgaged Property is the subject of a business
interruption, actual loss sustained or rent loss insurance policy providing
coverage for at least twelve (12) months (or a specified dollar amount which is
reasonably estimated to cover no less than twelve (12) months of rental income).
If any portion of the improvements upon the related Mortgaged Property was, at
the
B-7
time of the origination of such Mortgage Loan, in a flood zone area as
identified in the Federal Register by the Federal Emergency Management Agency as
a 100 year flood zone or special hazard area, and flood insurance was available,
a flood insurance policy meeting any requirements of the then current guidelines
of the Federal Insurance Administration is in effect with a generally acceptable
insurance carrier, in an amount representing coverage not less than the least of
(1) the outstanding principal balance of such Mortgage Loan, (2) the full
insurable value of such Mortgaged Property, (3) the maximum amount of insurance
available under the National Flood Insurance Act of 1968, as amended, or (4)
100% of the replacement cost of the improvements located on such Mortgaged
Property. If any Mortgaged Property is located in the state of California or in
a "seismic zone" 3 or 4, a seismic assessment was conducted (except in the case
of mobile home parks) at the time of originations and seismic insurance was
obtained to the extent such Mortgaged Property has a PML of greater than twenty
percent (20%) calculated using at least a 450 a year look back with a 10%
probability of exceedance in a 50 year period. If the Mortgaged Property for any
Mortgage Loan is located in any of the locations set forth on Schedule B-12D,
then such Mortgaged Property is insured by windstorm insurance in an amount at
least equal to the lesser of (i) the outstanding principal balance of such
Mortgage Loan and (ii) 100% of the insurable replacement cost of the
improvements located on the related Mortgaged Property. All such hazard and
flood insurance policies contain a standard mortgagee clause for the benefit of
the holder of the related Mortgage, its successors and assigns, as mortgagee,
and are not terminable (nor may the amount of coverage provided thereunder be
reduced) without thirty (30) days' (fifteen (15) days for non-payment of
premiums) prior written notice to the mortgagee; and no such notice has been
received, including any notice of nonpayment of premiums, that has not been
cured. Each Mortgaged Property and all improvements thereon are also covered by
comprehensive general liability insurance in such amounts as are generally
required by reasonably prudent commercial lenders or as recommended by a
reputable, independent insurance consultant. If any Mortgaged Property is, to
the Mortgage Loan Seller's knowledge, a materially non-conforming use or
structure under applicable zoning laws and ordinances, then, in the event of a
material casualty or destruction, one or more of the following is true: (i) such
Mortgaged Property may be restored or repaired to materially the same extent of
the use or structure at the time of such casualty; (ii) such Mortgaged Property
is covered by law and ordinance insurance in an amount customarily required by
reasonably prudent commercial mortgage lenders or as recommended by a reputable,
independent insurance consultant; or (iii) the amount of hazard insurance
currently in place and required by the related Mortgage Loan documents would
generate proceeds sufficient to pay off the subject Mortgage Loan. Additionally,
the insurer for all of the required coverages set forth herein has a claims
paying ability rating from Standard & Poor's, Xxxxx'x or Xxxxx Ratings of not
less than A-minus (or the equivalent), or from A.M. Best of not less than "A:V"
(or the equivalent) except that for any Mortgage Loan having a Cut-off Date
Principal Balance equal to or greater than $20,000,000, the insurer for all of
the required coverages set forth herein has a claims paying ability rating from
Standard & Poor's, Xxxxx'x or Fitch of not less than A (or the equivalent), or
from A.M. Best of not less than "A:IX" (or the equivalent). With respect to each
Mortgage Loan, the related Mortgage Loan documents require that the related
Mortgagor or a tenant of such Mortgagor maintain insurance as described above or
permit the Mortgagee to require insurance as described above. Except under
circumstances set forth in the related Mortgage Loan documents that would be
reasonably acceptable to a prudent commercial mortgage lender or that would not
otherwise materially and adversely affect the security intended to be provided
by the
B-8
related Mortgage, the Mortgage Loan documents for each Mortgage Loan provide
that proceeds paid under any such casualty insurance policy will (or, at the
lender's option, will) be applied either to the repair or restoration of the
related Mortgaged Property or to the payment of amounts due under such Mortgage
Loan; provided that the related Mortgage Loan documents may entitle the related
Mortgagor to any portion of such proceeds remaining after the repair or
restoration of the related Mortgaged Property or payment of amounts due under
the Mortgage Loan; and provided, further, that, if the related Mortgagor holds a
leasehold interest in the related Mortgaged Property, the application of such
proceeds will be subject to the terms of the related Ground Lease (as defined in
Paragraph 18 below). Based on the due diligence performed by the Mortgage Loan
Seller, which in all events was at least such due diligence as a prudent
commercial mortgage lender (with respect to the below referenced insurance
policies regarding the origination of the related Mortgage Loan) or a prudent
commercial mortgage servicer (with respect to any renewal of the below
referenced insurance policies since the origination of the related Mortgage
Loan) would undertake with respect to such issue after September 11, 2001, for
each Mortgage Loan, except as indicated on Schedule B-14C, the related all risk
property casualty insurance policy and business interruption policy do not
specifically exclude acts of terrorism, or any related damage claims, from
coverage as of the later of (i) the date of origination of the Mortgage Loan and
(ii) the last date as of which the policy was renewed or amended except as
indicated on Schedule B-14C, and the related loan documents do not expressly
prohibit or waive such coverage, except to the extent that any right to require
such coverage may be limited by commercially reasonable availability. To the
Mortgage Loan Seller's actual knowledge, all insurance policies described above
are with an insurance carrier qualified to write insurance in the relevant
jurisdiction and all insurance described above is in full force and effect.
15) Taxes and Assessments. No real estate taxes or governmental
assessments or governmental charges that prior to the Cut-Off Date became due
and owing in respect of each Mortgaged Property are delinquent and unpaid, or,
an escrow of funds in an amount sufficient to pay such payments has been
established. Such taxes, assessments and charges shall not be considered
delinquent and unpaid until the date on which interest or penalties may first be
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, insolvency or similar proceeding.
17) Local Law Compliance. To the Mortgage Loan Seller's knowledge,
based upon a letter from governmental authorities, an opinion of counsel, a
zoning consultant's report, an endorsement to the related Title Policy, or (when
such would be acceptable to a reasonably prudent commercial mortgage lender) a
representation of the related Mortgagor at the time of origination of the
subject Mortgage Loan, or based on such other due diligence considered
reasonable by prudent commercial mortgage lenders in the lending area where the
subject Mortgaged Property is located, except as described on Schedule B-17, the
improvements located on or forming part of, and the existing use of, each
Mortgaged Property: (i) are not in violation of any applicable building codes or
land laws applicable to the Mortgaged Property, the improvements thereon or the
use and occupancy thereof which would have a material adverse effect on the
value, operation, current principal use or net operating income of
B-9
the Mortgaged Property which are not covered by title insurance; and (ii) are in
material compliance with applicable zoning laws and ordinances, including all
such applicable parking ordinances or requirements, or constitute a legal
non-conforming use or structure (provided that with respect to any
non-conformity with such laws or ordinances either: (x) in the event of casualty
or destruction, the use or structure may be restored or repaired to the full
extent of the use or structure at the time of such casualty as provided in
Paragraph 14 above; (y) law and ordinance insurance coverage has been obtained
for the structure or use as provided in Paragraph 14 above; or (z) such
non-compliance does not materially and adversely affect the value of the related
Mortgaged Property).
18) Leasehold Estate Only. If any Mortgage Loan is secured by the
interest of a Mortgagor as a lessee under a ground lease (together with any and
all written amendments and modifications thereof and any and all estoppels from
or other agreements with the ground lessor, a "Ground Lease"), but not by the
related fee interest in the subject real property (the "Fee Interest"), then,
except as set forth on Schedule B-18:
(a) Such Ground Lease or a memorandum thereof has been or will
be duly recorded; such Ground Lease permits the interest of the lessee
thereunder to be encumbered by the related Mortgage and does not
restrict the use of the related Mortgaged Property by such lessee, its
successors or assigns in a manner that would materially adversely
affect the security provided by the related Mortgage; to the extent
required under such Ground Lease, the lessor under such Ground Lease
has been sent notice of the lien of the related Mortgage in accordance
with the provisions of such Ground Lease; and there has been no
material change in the terms of such Ground Lease since its
recordation, with the exception of material changes reflected in
written instruments which are a part of the related Mortgage File;
(b) 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, and such
Ground Lease provides that it shall remain superior to any mortgage or
other lien upon the related Fee Interest;
(c) 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;
(d) Such Ground Lease is in full force and effect, and the
Mortgage Loan Seller has not received, as of the Closing Date, any
notice that an event of default has occurred thereunder and to the
Mortgage Loan Seller's actual 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;
B-10
(e) Such Ground Lease requires the lessor under such Ground
Lease thereunder to give notice of any default by the lessee to the
mortgagee under such Mortgage Loan provided such mortgagee has provided
such lessor with notice of its lien in accordance with the provisions
of such Ground Lease and such Ground Lease further provides that no
notice of termination given under such Ground Lease is effective
against the mortgagee under such Mortgage Loan unless a copy has been
delivered to such mortgagee in the manner described in such Ground
Lease and the Mortgage Loan Seller has provided such lessor with notice
of the lien of the related Mortgage in accordance with the provisions
of such Ground Lease;
(f) The mortgagee under such Mortgage Loan 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;
(g) Except as set forth on Schedule B-18G, such Ground Lease
has an original term (or an original term plus options exercisable by
the holder of the related Mortgage) which extends not less than twenty
(20) years beyond the end of the amortization term of such Mortgage
Loan;
(h) Such Ground Lease requires the lessor to enter into a new
lease with a mortgagee upon termination of such Ground Lease by reason
of default by the Mortgagor including termination as a result of a
rejection of such Ground Lease in a bankruptcy proceeding;
(i) Under the terms of such Ground Lease and the related
Mortgage, taken together, any related insurance proceeds, will be
applied either to the repair or restoration of all or part of the
related Mortgaged Property, with the mortgagee or a trustee appointed
by it having the right to hold and disburse such proceeds as the repair
or restoration progresses (except in such cases where a provision
entitling another party to hold and disburse such proceeds would not be
viewed as commercially unreasonable by a prudent commercial mortgage
lender), or to the payment of the outstanding principal balance of the
Mortgage Loan together with any accrued interest thereon. Under the
terms of such Ground Lease and the related Mortgage Loan documents,
taken together, any condemnation proceeds or awards in respect of a
total or substantially total taking will be applied first to the
payment of the outstanding principal and interest on the Mortgage Loan
(except as otherwise provided by applicable law) and subject to any
rights to require the improvements to be rebuilt;
(j) Such Ground Lease does not impose any restrictions on
subletting which would be viewed as commercially unreasonable by a
prudent commercial mortgage lender 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 any subtenant of the lessee, or in any
B-11
manner, which would materially adversely affect the security provided
by the related Mortgage;
(k) The lessor under such Ground Lease is not permitted in the
absence of an uncured default to disturb the possession, interest or
quiet enjoyment of the tenant in any manner, which would materially
adversely affect the security provided by such Ground Lease and the
related Mortgage; and
(l) Such Ground Lease provides that it may not be amended or
modified without the prior consent of the mortgagee under such Mortgage
Loan and that any such action without such consent is not binding on
such mortgagee, its successors or assigns.
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) Advancement of Funds. The Mortgage Loan Seller has not (nor, to the
Mortgage Loan Seller's knowledge, has any prior holder of such Mortgage Loan)
advanced funds or knowingly received any advance of funds from a party other
than the owner of the related Mortgaged Property (or a tenant at or the property
manager of the related Mortgaged Property), for the payment of any amount
required by such Mortgage Loan, except for interest accruing from the date of
origination of such Mortgage Loan or the date of disbursement of the Mortgage
Loan proceeds, whichever is later, to the date which preceded by 30 days the
first due date under the related Mortgage Note.
21) No Equity Interest, Equity Participation or Contingent Interest. No
Mortgage Loan contains any equity participation by the lender or shared
appreciation feature and does not provide for any contingent or additional
interest in the form of participation in the cash flow of the related Mortgaged
Property or provide for negative amortization. Neither the Mortgage Loan Seller
nor any Affiliate thereof has any obligation to make any capital contribution to
the Mortgagor under the Mortgage Loan or otherwise.
22) Legal Proceedings. To the Mortgage Loan Seller's knowledge, as of
origination of the Mortgage Loan, there were no, and to the Mortgage Loan
Seller's actual knowledge, as of the Closing Date, there are no pending actions,
suits, litigation or other proceedings by or before any court or governmental
authority against or affecting the Mortgagor (or any guarantor to the extent a
reasonably prudent commercial or multifamily, as applicable, mortgage lender
would consider such guarantor material to the underwriting of such Mortgage
Loan) under any Mortgage Loan or the related Mortgaged Property that, if
determined adversely to such Mortgagor or Mortgaged Property, would materially
and adversely affect the value of the Mortgaged Property as security for such
Mortgage Loan, the Mortgagor's ability to pay principal, interest or any other
amounts due under such Mortgage Loan or the ability of any such guarantor to
meet its obligations under the applicable guaranty.
B-12
23) Other Mortgage Liens. Except as otherwise set forth on Schedule
B-23, none of the Mortgage Loans permits the related Mortgaged Property or any
direct controlling interest in the related Mortgagor to be encumbered by any
mortgage lien or, in the case of a direct controlling interest in the related
Mortgagor, a lien to secure any other debt, without the prior written consent of
the holder of the subject Mortgage Loan or the satisfaction of debt service
coverage or similar criteria specified therein. To the Mortgage Loan Seller's
knowledge, as of origination of the subject Mortgage Loan, and to the Mortgage
Loan Seller's actual knowledge, as of the Closing Date, except as otherwise set
forth on Schedule B-23, and except for cases involving other Mortgage Loans, no
Mortgaged Property securing the subject Mortgage Loan is encumbered by any other
mortgage liens (other than Permitted Encumbrances) and no direct controlling
equity interest in the related Mortgagor is encumbered by a lien to secure any
other debt. The related Mortgage Loan documents do not specifically prohibit the
mortgagee from requiring the Mortgagor under each Mortgage Loan to pay all
reasonable costs and expenses related to any required consent to an encumbrance,
including reasonable legal fees and expenses and any applicable Rating Agency
fees, or would permit the subject mortgagee to withhold such consent if such
costs and expenses are not paid by a party other than such mortgagee.
24) No Mechanics' Liens. To the Mortgage Loan Seller's knowledge, as of
the origination of the Mortgage Loan, and, to the Mortgage Loan Seller's actual
knowledge, as of the Closing Date: (i) each Mortgaged Property (exclusive of any
related personal 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 that are not bonded or escrowed for or covered by title insurance, and (ii)
no rights are outstanding that under law could give rise to any such mechanic's
or materialmen's lien that would be prior or equal to the lien of the related
Mortgage and that is not bonded or escrowed for or covered by title insurance.
25) Compliance with Usury Laws. Each Mortgage Loan complied with, or
was exempt from, all applicable usury laws in effect at its date of origination.
26) Licenses and Permits. Except as set forth on Schedule B-26, each
Mortgage Loan contains provisions substantially to the effect that, to the
extent required by applicable law, each Mortgagor is required to be qualified to
do business and requires the related Mortgagor and the related Mortgaged
Property to be in material compliance with all regulations, licenses, permits,
authorizations, restrictive covenants and zoning, parking and building laws or
ordinances, in each case to the extent required by law or to the extent that the
failure to be so qualified or in compliance would have a material and adverse
effect upon the enforceability of the Mortgage Loan or upon the practical
realization against the related Mortgaged Property of the principal benefits of
the security intended to be provided thereby.
27) Cross-Collateralization. No Mortgage Loan is cross-collateralized
with any loan which is outside the Mortgage Pool. With respect to any group of
cross-collateralized Mortgage Loans, the sum of the amounts of the respective
Mortgages upon which recording taxes and fees were paid in an amount sufficient
to allow the mortgagee to realize on the Mortgaged Properties in an amount at
least equal to the original principal balance of such Mortgage Loan.
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28) Releases of Mortgaged Properties. Except as set forth on Schedule
B-28A, no Mortgage Note or Mortgage requires the mortgagee to release all or any
material portion of the related Mortgaged Property from the lien of the related
Mortgage except upon: (i) payment in full of all amounts due under the related
Mortgage Loan or (ii) delivery of "government securities" within the meaning of
Treas. Reg. Section 1.860G-2(a)(8)(i) in connection with a defeasance of the
related Mortgage Loan; provided that the Mortgage Loans that are
Cross-Collateralized Mortgage Loans, and the other individual Mortgage Loans
secured by multiple parcels, may require the respective mortgagee(s) to grant
releases of material portions of the related Mortgaged Property or the release
of one or more related Mortgaged Properties upon: (i) the satisfaction of
certain legal and underwriting requirements, (ii) the payment of a release price
for the released property or parcel as set forth on Schedule B-28C or (iii) the
delivery of comparable substitute real estate collateral subject to certain
conditions precedent as set forth on Schedule B-28C. No release or partial
release of any Mortgaged Property, or any portion thereof, expressly permitted
pursuant to the terms of any Mortgage Note or Mortgage will constitute a
significant modification of the related Mortgage Loan under Treas. Reg. Section
1.860G-2(b)(2). Notwithstanding the foregoing, any Mortgage Loan may permit the
unconditional release of one or more unimproved parcels of land to which the
Mortgage Loan Seller did not give any material value in its underwriting of such
Mortgage Loan. With respect to any release or substitution, the related
Mortgagor is required to pay all reasonable costs and expenses associated
therewith incurred by the mortgagee including any Rating Agency fees and
expenses.
29) Defeasance. Each Mortgage Loan containing provisions for defeasance
of all or a portion of the Mortgaged Property either (i) requires the prior
written consent of, and compliance with all conditions set by, the holder of the
Mortgage Loan, (ii) requires confirmation from the rating agencies rating the
certificates of any securitization transaction in which such Mortgage Loan is
included that such defeasance will not cause the downgrade, withdrawal or
qualification of the then current ratings of such certificates, or (iii)
requires that (A) defeasance must occur in accordance with the requirements of,
and within the time permitted by, applicable REMIC rules and regulations, (B)
the replacement collateral consists of non-callable U.S. government securities
in an amount sufficient to make all scheduled payments under such Mortgage Loan
when due, (C) at the mortgagee's election, the Mortgage Loan may only be assumed
by a single-purpose entity designated or approved by the holder of the Mortgage
Loan and (D) counsel provide an opinion that the Trustee has a perfected
security interest in such U.S. government securities prior to any other claim or
interest. The Mortgagor is required by the Mortgage Loan documents to pay all
reasonable costs and expenses, including but not limited to Rating Agency fees,
accountants fees and legal fees, associated with such defeasance.
30) Inspection. Except as set forth on Schedule B-30, the Mortgage Loan
Seller, an affiliate of the Mortgage Loan Seller, or a correspondent in the
conduit funding program of the Mortgage Loan Seller, inspected, or caused the
inspection of, each Mortgaged Property within twelve (12) months of the Closing
Date.
31) No Material Default. Other than payments due but not yet 30 days or
more past due, there exists no material default, breach, violation or event of
acceleration under the Mortgage Note or Mortgage for any Mortgage Loan;
provided, however, that this
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representation and warranty does not cover any default, breach, violation or
event of acceleration that specifically pertains to or arises out of the subject
matter otherwise covered by any other representation and warranty made by the
Mortgage Loan Seller in this Exhibit B.
32) Due-on-Sale. The Mortgage for each Mortgage Loan contains a
"due-on-sale" clause, which provides for the acceleration of the payment of the
unpaid principal balance of such Mortgage Loan if, without the prior written
consent of the holder of such Mortgage, either the related Mortgaged Property,
or any direct controlling equity interest in the related Mortgagor, is
transferred or sold, other than by reason of family and estate planning
transfers, transfers of less than a controlling interest in the Mortgagor,
transfers of shares in public companies, issuance of non-controlling new equity
interests, transfers to an affiliate meeting the requirements of the Mortgage
Loan, transfers among existing members, partners or shareholders in the
Mortgagor, transfers among affiliated Mortgagors with respect to
cross-collateralized Mortgaged Loans or multi-property Mortgage Loans, transfers
among co-Mortgagors or transfers of a similar nature to the foregoing meeting
the requirements of the Mortgage Loan. The related Mortgage Loan documents
require the Mortgagor under each Mortgage Loan to pay all reasonable fees and
expenses associated with securing the consent or approval of the holder of the
related Mortgage for all such actions requiring such consent or approval under
the related Mortgage, including Rating Agency fees and the cost of counsel
opinions relating to REMIC or other securitization tax issues.
33) Single Purpose Entity. Except as otherwise described on Schedule
B-33 hereto, each Mortgage Loan with an original principal balance over
$5,000,000.00 requires the related Mortgagor to be, at least for so long as the
Mortgage Loan is outstanding, and to the Mortgage Loan Seller's actual
knowledge, the related Mortgagor is, a Single-Purpose Entity. For this purpose,
"Single-Purpose Entity" means a person, other than an individual, which is
formed or organized solely for the purpose of owning and operating the related
Mortgaged Property or Properties; does not engage in any business unrelated to
such Mortgaged Property or Properties and the financing thereof; and whose
organizational documents provide, or which entity represented and covenanted in
the related Mortgage Loan documents, substantially to the effect that such
Mortgagor (i) does not and will not have any material assets other than those
related to its interest in such Mortgaged Property or Properties or the
financing thereof; (ii) does not and will not have any indebtedness other than
as permitted by the related Mortgage or other related Mortgage Loan documents;
(iii) maintains its own books, records and accounts, in each case which are
separate and apart from the books, records and accounts of any other person; and
(iv) holds itself out as being a legal entity, separate and apart from any other
person. In addition, each Mortgage Loan with a Cut-off Date Principal Balance of
$20,000,000 or more, except as set forth on Schedule B-33, the related
Mortgagor's organizational documents provide substantially to the effect that
the Mortgagor shall: conduct business in its own name; not guarantee or assume
the debts or obligations of any other person; not commingle its assets or funds
with those of any other person; prepare separate tax returns and financial
statements, or if part of a consolidated group, be shown as a separate member of
such group; transact business with affiliates on an arm's length basis; hold
itself out as being a legal entity, separate and apart from any other person,
and such organizational documents further provide substantially to the effect
that: any dissolution and winding up or insolvency filing for such entity is
prohibited or requires the consent of an independent director or member or the
unanimous consent of all partners or members, as applicable; such documents may
not be amended with respect to the Single-Purpose
B-15
Entity requirements without the approval of the mortgagee or rating agencies;
the Mortgagor shall have an outside independent director or member. The Mortgage
Loan Seller has obtained, and the Servicing File contains, with respect to each
Mortgage Loan having a Cut-off Date Principal Balance of $20,000,000 or more, in
connection with its origination or acquisition thereof, a counsel's opinion
regarding non-consolidation of the Mortgagor. The organization documents of any
Mortgagor on a Mortgage Loan having a Cut-off Date Principal Balance of
$20,000,000 or more that is a single member limited liability company, provide
that the Mortgagor shall not dissolve or liquidate upon the bankruptcy,
dissolution, liquidation or death of the sole member and the Mortgage Loan
Seller has obtained in connection with its origination or acquisition of the
subject Mortgage Loan, and the Servicing File contains, an opinion of such
Mortgagor's counsel confirming that the law of the jurisdiction in which such
single member limited liability company was organized permits such continued
existence upon such bankruptcy, dissolution, liquidation or death of the sole
member of the Mortgagor and that the applicable law provides that creditors of
the single member may only attach the assets of the member including the
membership interests in the Mortgagor but not the assets of the Mortgagor.
34) Whole Loan. Each Mortgage Loan is a whole loan and not a
participation interest in a mortgage loan.
35) Tax Parcels. Except as described on Schedule B-35, each Mortgaged
Property constitutes one or more complete separate tax lots containing no other
property, or is subject to an endorsement under the related Title Policy
insuring same, or an application for the creation of separate tax lots complying
in all respects with the applicable laws and requirements of the applicable
governing authority has been made and approved by the applicable governing
authority and such separate tax lots shall be effective for the next tax year.
36) Security Interests. UCC Financing Statements have been filed and/or
recorded (or, if not filed and/or recorded, have been submitted in proper form
for filing and recording), in all public places necessary to perfect a valid
security interest in all items of personal property owned by a Mortgagor and
located on the related Mortgaged Property (other than any personal property
subject to a leasing arrangement or purchase money security interest permitted
under the terms of such Mortgage Loan or any other applicable personal property
leases, provided, the related Mortgage Loan documents contain a provision
providing for the assignment of such leases and related contracts to the
mortgagee in the event of a foreclosure of the Mortgage Loan), which in all
cases, includes any elevators and all Mortgagor-owned furniture, fixtures and
equipment material to the operation and use of the Mortgaged Property as
presently operated, and if such Mortgaged Property is a hotel or self-storage
facility, operated by the related Mortgagor, then such personal property
constitutes all of the material personal property required to operate the
Mortgagor's business as currently operated (other than any personal property
subject to a leasing arrangement or purchase money security interest permitted
under the terms of such Mortgage Loan or any other applicable personal property
leases, provided, the related Mortgage Loan documents contain a provision
providing for the assignment of such leases and related contracts to the
mortgagee in the event of a foreclosure of the Mortgage Loan) and the Mortgages,
security agreements, chattel mortgages or equivalent documents related to and
delivered in connection with the related Mortgage Loan establish and create a
valid and enforceable first priority (except as noted above in this Paragraph
36) lien and security interest, to the extent perfection may be effected
pursuant to applicable law solely by
B-16
recording or filing UCC Financing Statements, on such items of personalty except
as enforceability may be limited as set forth in Paragraph 13. In the case of
each Mortgage Loan secured by a hotel, the related loan documents contain such
provisions as are necessary and UCC Financing Statements have been filed as
necessary, in each case, to perfect a valid first security interest in
Mortgagor's related operating revenues with respect to such Mortgaged Property.
An assignment of each UCC Financing Statement relating to the Mortgage Loan has
been completed or will be prepared in blank which the Purchaser or Trustee, as
applicable, or its designee is authorized to complete and to file in the filing
office in which such Financing Statement was filed. Notwithstanding any of the
foregoing, no representation is made as to the perfection or priority 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 UCC
Financing Statements are required in order to effect such perfection.
37) Disclosure to Environmental Insurer and Other Matters. If the
Mortgaged Property securing any Mortgage Loan is covered by a secured creditor
impaired property policy, then the Mortgage Loan Seller:
a. has disclosed, or is aware that there has been disclosed, in
the application for such policy or otherwise to the insurer
under such policy the "pollution conditions" (as defined in
such policy) identified in any environmental reports related
to such Mortgaged Property which are in the Mortgage Loan
Seller's possession or are otherwise known to the Mortgage
Loan Seller; or
b. has delivered or caused to be delivered to the insurer under
such policy copies of all environmental reports in the
Mortgage Loan Seller's possession related to such Mortgaged
Property;
in each case to the extent required by such policy or to the extent the failure
to make any such disclosure or deliver any such report would materially and
adversely affect the Purchaser's ability to recover under such policy. If the
Mortgaged Property securing any Mortgage Loan is covered by a secured creditor
impaired property policy, then: (v) all premiums for such insurance have been
paid and any deductible is held in escrow by the Mortgage Loan Seller and will
be transferred to the Purchaser; (w) such insurance is in full force and effect;
(x) the policy is in an amount equal to at least 125% of the principal balance
of the Mortgage Loan; (y) the policy has a term that ends no sooner than five
(5) years after the maturity date of the Mortgage Loan and is not cancelable
during such term; and (z) (i) an environmental report, a property condition
report or an engineering report was prepared that included an assessment for
lead based paint ("LBP") (in the case of a multifamily property built prior to
1978), asbestos containing materials ("ACM") (in the case of any property built
prior to 1985) and radon gas ("RG") (in the case of a multifamily property) at
such Mortgaged Property and (ii) if such report disclosed the existence of a
material and adverse LBP, ACM or RG environmental condition or circumstance
affecting such Mortgaged Property, then, except as otherwise described on
Schedule C-38, (A) the related Mortgagor was required to remediate such
condition or circumstance prior to the closing of the subject Mortgage Loan, or
(B) the related Mortgagor was required to provide additional security reasonably
estimated to be adequate to cure such condition or circumstance, or (C) the
related Mortgage Loan documents require the related Mortgagor to establish an
operations and maintenance plan with respect to such condition or
B-17
circumstance after the closing of such Mortgage Loan. If the Mortgage Loan is
listed on Schedule B-12D and the environmental insurance for such Mortgage Loan
is not a secured creditor policy but was required to be obtained by the
Mortgagor, then the holder of the Mortgage Loan is entitled to be an additional
insured under such policy, all premiums have been paid, such insurance is in
full force and effect and, to the Mortgage Loan Seller's knowledge, the
Mortgagor has made the disclosures and complied with the requirements of clauses
(a) and (b) of this Paragraph 37.
38) Prepayment Premiums and Yield Maintenance Charges. Prepayment
Premiums and Yield Maintenance Charges payable with respect to each Mortgage
Loan, if any, constitute "customary prepayment penalties" within meaning of
Treas. Reg. Section 1.860G-1(b)(2).
39) Operating Statements. Except as set forth on Schedule B-39, each
Mortgage Loan requires the Mortgagor, in some cases only at the request of the
holder of the related Mortgage, to provide the owner or holder of the related
Mortgage with at least quarterly and annual operating statements, rent rolls (if
there is more than one tenant) and related information and annual financial
statements, which annual financial statements with respect to each Mortgage Loan
with an original principal balance greater than $20 million shall be audited (or
prepared and certified) by an independent certified public accountant upon the
request of the holder of the related Mortgage.
40) Recourse. Each Mortgage Loan is non-recourse; provided that, except
as described on Schedule B-40, the Mortgagor and either a principal of the
Mortgagor or other individual guarantor, with assets other than any interest in
the Mortgagor, is liable in the event of (i) fraud or material intentional
misrepresentation, (ii) misapplication or misappropriation of rents, insurance
payments, condemnation awards or tenant security deposits (to the extent
received by the related Mortgagor after the occurrence of an event of default
and not paid to the Mortgagee or applied to the Mortgaged Property in the
ordinary course of business), (iii) violation of applicable environmental laws
or breaches of environmental covenants or (iv) the filing of a voluntary
bankruptcy or insolvency proceeding by the Mortgagor; and provided, further,
that, with respect to clause (iii) of the preceding proviso, an indemnification
against losses related to such violations or environmental insurance shall
satisfy such requirement. No waiver of liability for such non-recourse
exceptions has been granted to the Mortgagor or any such guarantor or principal
by the Mortgage Loan Seller or anyone acting on behalf of the Mortgage Loan
Seller.
41) Assignment of Collateral. There is no material collateral securing
any Mortgage Loan that has not been assigned to the Purchaser.
42) Fee Simple or Leasehold Interests. The interest of the related
Mortgagor in the Mortgaged Property securing each Mortgage Loan includes a fee
simple and/or leasehold estate or interest in real property and the improvements
thereon.
43) Servicing. The servicing and collection practices used with respect
to the Mortgage Loan have complied with applicable law and the servicing
standard set forth in Section 3.01(a) of the Pooling and Servicing Agreement.
B-18
44) Originator's Authorization To Do Business. To the extent required
under applicable law, at all times when it held such Mortgage Loan, the
originator of such Mortgage Loan was authorized to do business in the
jurisdiction in which the related Mortgaged Property is located to the extent
necessary to ensure the enforceability of such Mortgage Loan.
45) No Fraud In Origination. In the origination of the Mortgage Loan,
none of the Mortgage Loan Seller, the originator, or any employee or mortgage
broker, if any, of the Mortgage Loan Seller or the originator, engaged in any
fraud or intentional material misrepresentation with respect to the Mortgagor,
the Mortgaged Property or any guarantor. To the Mortgage Loan Seller's actual
knowledge, no Mortgagor is guilty of defrauding or making an intentional
material misrepresentation to the Mortgage Loan Seller or originator with
respect to the origination of the Mortgage Loan, the Mortgagor or the Mortgaged
Property.
46) Appraisal. In connection with its origination or acquisition of
each Mortgage Loan, the Mortgage Loan Seller obtained an appraisal of the
related Mortgaged Property, which appraisal is signed by an appraiser, who, to
the Mortgage Loan Seller's actual knowledge, had no interest, direct or
indirect, in the Mortgagor, the Mortgaged Property or in any loan made on the
security of the Mortgaged Property, and whose compensation is not affected by
the approval or disapproval of the Mortgage Loan; the appraisal provides that it
satisfy the requirements of the "Uniform Standards of Professional Appraisal
Practice" as adopted by the Appraisal Standards Board of the Appraisal
Foundation, all as in effect on the date the Mortgage Loan was originated.
47) Jurisdiction of Organization. In respect of each Mortgage Loan, in
reliance on certified copies of incorporation or partnership or other entity
documents, as applicable, delivered in connection with the origination of such
Mortgage Loan, the related Mortgagor is an entity organized under the laws of a
state of the United States of America, the District of Columbia or the
Commonwealth of Puerto Rico.
48) Mortgagor Concentration. Except as otherwise specified on Schedule
B-48, no single Mortgagor, and to Mortgage Loan Seller's knowledge, no group of
affiliated Mortgagors is/are the obligor(s) under any one or more Mortgage Loans
with a Cut-off Date Principal Balance of $50,000,000 or more.
49) Escrows. All escrow deposits (including capital improvements and
environmental remediation reserves) relating to any Mortgage Loan that were
required to be delivered to the lender under the terms of the related Mortgage
Loan documents, have been received and, to the extent of any remaining balances
of such escrow deposits, are in the possession or under the control of the
Mortgage Loan Seller or its agents (which shall include the Master Servicer).
All such escrow deposits which are required for the administration and servicing
of such Mortgage Loan are conveyed hereunder to the Purchaser.
50) Credit Tenant Lease.
(a) The lease payments due under the related Credit Lease,
together with any escrow payments held by the Mortgage Loan Seller or
its designee, are
B-19
equal to or greater than the payments due with respect to the related
Mortgage Loan.
(b) The Mortgagor does not have any material monetary
obligations under the related Credit Lease, and every material monetary
obligation associated with managing, owning, developing and operating
the leased property, including, but not limited to, the costs
associated with utilities, taxes, insurance, maintenance and repairs is
an obligation of the related Tenant.
(c) The Mortgagor does not have any nonmonetary obligations
under the related Credit Lease, except for the delivery of possession
of the leased property.
(d) Except as may be limited by bankruptcy, insolvency,
reorganization, liquidation, receivership, moratorium or other laws
relating to or affecting creditors' rights generally or by general
principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law), the related Tenant
cannot terminate such Credit Lease for any reason prior to the payment
in full of: (a) the principal balance of the related Mortgage Loan; (b)
all accrued and unpaid interest on such Mortgage Loan; and (c) any
other sums due and payable under such Mortgage Loan, as of the
termination date, which date is a rent payment date, except for a
material default by the related Mortgagor under the Credit Lease or due
to a casualty or condemnation event, in which case, a Lease Enhancement
Policy insures against such risk.
(e) In the event the related Tenant assigns or sublets the
related leased property, such Tenant (and if applicable, the related
guarantor) remains obligated under the related Credit Lease.
(f) Each property related to a Credit Lease Loan is one or
more separate tax lots, except properties concerning which adequate
funds have been escrowed to cover taxes due on the entire tax lot or
lots.
(g) The related Tenant has agreed to indemnify the Mortgagor
from any claims of any nature (a) to which the Mortgagor is subject
because of such Mortgagor's estate in the leased property (except to
the extent caused by the act or omission of the Mortgagor or its agents
or employees), or (b) arising from (i) injury to or death of any person
or damage to or loss of property on the leased property or connected
with the use, condition or occupancy of the leased property, (ii)
Tenant's violation of the related Credit Lease, or (iii) any act or
omission of the Tenant.
(h) The related Tenant has agreed to indemnify the Mortgagor
from any claims of any nature arising as a result of any hazardous
material affecting the leased property and due to such Tenant's use of
the leased property.
(i) In connection with Credit Lease Loans with a Guaranty, the
related guarantor guarantees the payments due under the related Credit
Lease and such
B-20
Guaranty, on its face, contains no conditions to such payment, except
as may be limited by bankruptcy, insolvency, reorganization,
liquidation, receivership, moratorium or other laws relating to or
affecting creditors' rights generally or by general principles of
equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law).
(j) Except for the Credit Lease Loans which have residual
value insurance, each Credit Lease Loan fully amortizes over the term
of the loan, and there is no "balloon" payment due under such Credit
Lease Loan at maturity.
(k) There is no right of any offset or set-off under the
Credit Lease.
(l) Each Tenant under each Credit Lease Loan is required to
make all rental payments due under the applicable Credit Lease directly
to a lock-box being maintained by or on behalf of the mortgagee.
(m) No material modification or amendment of any Credit Lease
shall be binding upon the mortgagee without such mortgagee's prior
written consent to such material modification or amendment, which
consent may not be unreasonably unwithheld.
(n) Each property related to a Credit Lease Loan has a
permanent certificate of occupancy, and the related Tenant has
commenced the payment of rent due under the respective Credit Tenant
Lease in accordance with its terms.
(o) Each Tenant has delivered a subordination, non-disturbance
and attornment agreement pursuant to which the respective Tenant has
agreed in the event the related mortgagee succeeds to the interest of
the Mortgagor under the Credit Lease by reason of foreclosure or
acceptance of a deed in lieu of foreclosure, the Tenant will attorn to
and recognize the mortgagee as its landlord under the Credit Lease for
the remainder of the term of the Credit Lease.
(p) To the Mortgage Loan Seller's knowledge, except for any
ground lease pursuant to which the related Mortgagor may have acquired
its interest in the respective property, the property related to each
Credit Lease and Loan is not subject to any other lease other than the
related Credit Lease and no Person has any possessory interest in, or
right to occupy, the subject property except pursuant to the Credit
Lease. The Tenant under the related Credit Lease is in occupancy of the
premises.
(q) Except as may be limited by bankruptcy, insolvency,
reorganization, liquidation, receivership, moratorium or other laws
relating to or affecting creditors' rights generally or by general
principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law), the lease is in full
force and effect, and is a legal, valid, binding and enforceable
obligation of the tenant.
B-21
(r) No default by the landlord or the tenant has occurred
under the lease, and to the Mortgage Loan Seller's knowledge there are
no existing conditions that, with the passage of time or the giving of
notice, or both, would result in a default under the terms of the
lease.
(s) The tenant has agreed to notify the mortgagee of any
default under the lease and to provide the mortgagee with reasonable
time and opportunity to cure.
(t) In the event that the lease may be terminated upon the
occurrence of a casualty or condemnation, the related mortgage loan has
the benefit of a noncancelable lease enhancement policy for which the
entire premium has been paid in full.
B-22
SCHEDULE TO EXHIBIT B
EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
GERMAN AMERICAN CAPITAL CORPORATION
Mortgage Loan No. GA18944, AFR Portfolio, is partially secured by properties
that were mortgaged as additional collateral for which no loan allocations were
assigned. The representations and warranties do not apply to such properties.
Rep. 4. Lien; Valid Assignment. Mortgage Xxxx Xx. XX00000, XXX Portfolio and
Mortgage Loan Xx. XX00000, Xxxxxx Xxxxxx Xxxx are companion loans to other
related mortgage loans already securitized, and for which the related trusts
hold the related assignment of mortgage.
Rep. 5. Assignment of Leases. Mortgage Xxxx Xx. XX00000, XXX Portfolio and
Mortgage Loan Xx. XX00000, Xxxxxx Xxxxxx Xxxx are companion loans to other
related mortgage loans already securitized, and for which the related trusts
hold the related assignment of leases.
Rep. 7. Condition of Property. With respect to Mortgage Xxxx Xx. XX00000, XXX
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. GA18944, AFR 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.
B-23
Mortgage Loan No. DBM19667, Bristol House Apartments; Mortgage Loan No.
DBM19642, Will-O-Wisp Apartments; Mortgage Loan No. DBM19292, Columbus
International Aircenter II; Mortgage Loan No. DBM19296, Xxxxx Brothers Hardware
Building; Mortgage Loan No. DBM19663, 600 & 601 Ft. Washington Executive Center;
Mortgage Loan No. DBM19662, 602 Ft. Washington Executive Center; Mortgage Loan
No. DBM19752, Xxxxxxx Xxxxx Corporate Center; Mortgage Loan No. DBM19433,
Countryside Apartments, each requires the Mortgagor to maintain insurance
coverage that complies with Representation 14. However, each Mortgage Loan
requires that all hazard and flood insurance policies not be terminable for
non-payment of premiums without ten days' prior written notice to the Mortgagee,
instead of the required fifteen days.
Mortgage Loan No. GA19274, Tysons Corner Mall, may permit reduction in insurance
proceeds for depreciation. With respect to the clause of this representation
addressing material non-conforming uses, this Mortgage Loan contemplates that
(1) (a) if the property, builder's risk or commercial rents insurance is
procured by a syndication of more than five insurers, then the foregoing
requirement shall not be violated if at least (i) 60% of the coverage is with
carriers having a claims paying ability rating of "A" or better by S&P and its
equivalent by the other Rating Agencies and (ii) each other carrier providing
such coverage has a claims paying ability rating of "BBB" or better by S&P and
its equivalent by the other Rating Agencies or (b) if such insurance is procured
by a syndication of more than one but fewer than five insurers, then the
foregoing requirement shall not be violated if at least (i) 75% of the coverage
is with carriers having a claims paying ability rating of "A" or better by S&P
and its equivalent by the other Rating Agencies and (ii) each other carrier
providing such coverage has a claims paying ability rating of "BBB" or better by
S&P and its equivalent by the other Rating Agencies and (2) the liability
coverage must be maintained with insurers reasonably acceptable to the lender,
(a) having a claims-paying-ability and financial strength ratings by S&P of not
less than "A" and its equivalent by the other Rating Agencies with respect to
the first $50,000,000 of coverage and (b) having a claims-paying-ability and
financial strength ratings by S&P of not less than "BBB" and its equivalent by
the other Rating Agencies with respect to the balance of coverage. With respect
to insurance against acts of terrorism, in the event that the Terrorism Risk
Insurance Act of 2002 is no longer in effect, then the Mortgage is required to
obtain only that amount of terrorism coverage that can be purchased at an annual
premium of $500,000.
Mortgage Loan No. GA6400, Xxxxxx Xxxxx Xxxxx/Saks, does require business
interruption insurance, but it also contains a provision stating that the
borrower is deemed in compliance with insurance requirements if the tenant is in
compliance with requirements under the lease. However, the lease does not
require such insurance, unless the landlord requires it under the provision of
the lease that permits the landlord to reasonably require insurance not
otherwise specifically required under the lease. The loan documents and the
lease are silent with respect to flood, windstorm, seismic and terrorism
coverage; however, the lease permits the landlord to reasonably require other
insurance not otherwise specifically required under the lease.
Rep. 18. Leasehold Estate. Mortgage Loan No. GA18944, AFR Portfolio, is
partially secured by several Ground Leases, which were mortgaged as additional
collateral for which no
B-24
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 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 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.
Mortgage Loan No. DBM19368, Bridgemarket, is secured by a Ground Lease that does
not require the lessor to enter into a new lease with the mortgage upon
termination of the Ground Lease as a result of rejection of the Ground Lease in
a bankruptcy proceeding.
Rep 23. Other Mortgage Liens. Mortgage Loan No. GA6400, Xxxxxx Xxxxx Xxxxx/Saks,
is secured by a Mortgage that includes a provision permitting subordinate
mortgages that meet certain conditions, including rating agency confirmation;
however, the Mortgage also includes a separate provision that prohibits
indebtedness other than the Mortgage Loan and unsecured trade debt customarily
payable within 30 days.
Rep. 27. Cross-Collateralization. Mortgage Xxxx Xx. XX00000, XXX Portfolio,
Mortgage Loan No. GA19274, Xxxxxx Xxxxxx Xxxx xxx Xxxxxxxx Xxxx Xx. XX0000,
Xxxxxx Xxxxx Xxxxx/Saks are cross-collateralized to other related mortgage loans
outside the Mortgage Pool.
Rep. 28. Releases of Mortgaged Property. Mortgage Loan No. GA18944, AFR
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:
B-25
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.
Mortgage Loan No. GA19274, Tysons Corner Mall, permits the Mortgagor to obtain
the release of certain outparcels and surface and garage parking parcels subject
to the satisfaction of certain conditions, including written confirmation from
the Rating Agencies that such action would not result in the qualification or
downgrading of the rating of the Remic certificates, but without the payment of
a release payment.
Mortgage Loan No. GA6400, Xxxxxx Xxxxx Xxxxx/Saks, permits the tenant to
substitute another store as the demised premises under the lease and the
Mortgaged Property under the Loan Documents, upon satisfaction of certain
conditions, including an appraised value at least equal to the current property
value and an operating history showing at least equal gross sales. Neither the
lease nor the Loan Documents expressly require tenant or the Mortgagor to pay
all costs of the substitution.
Rep. 29. Defeasance and Assumption Costs. Mortgage Loan No. GA18944, AFR
Portfolio, does not expressly require the related Mortgagor to pay defeasance
and assumption costs, but includes a general Mortgagor reimbursement obligation
for all loan administration expenses. The Mortgage Loan does not contemplate an
assumption without the lender's consent. The Mortgage Loan permits defeasance on
and after December 18, 2005.
Mortgage Loan No. GA19274, Tysons Corner Mall, does not expressly require the
related Mortgagor to pay defeasance costs, but includes a general Mortgagor
reimbursement obligation for all loan administration expenses.
Mortgage Loan No. GA6400, Xxxxxx Xxxxx Xxxxx/Saks, permits defeasance but does
not permit the lender to consent or set new conditions (representation clause
i), require a rating agency confirmation (clause ii) or require the defeasance
to occur within the time period permitted by REMIC rules (clause iii). The
Mortgage Loan is currently eligible for defeasance. The promissory note does not
expressly require the Mortgagor to pay all costs and expenses of defeasance
except with respect to release of the Mortgaged Property by Lender and the
assignment and assumption of the Mortgage Loan to and by a successor entity.
Rep. 32. Due-on-Sale. Mortgage Loan No. DBM19292, Columbus International
Aircenter II, contains a "due-on-sale" clause, which provides for the
acceleration of the payment of the unpaid principal balance of the Mortgage
Loan, if either the related Mortgaged Property, or any
B-26
direct controlling equity interest in the related Mortgagor, is sold or
transferred without the written consent of the holder of the Mortgage, in
compliance with the requirements in Representation 32. However, transfers of
interest by and among members of the Schottenstein Family shall not be events of
default under the Mortgage.
Mortgage Loan No. GA6400, Xxxxxx Xxxxx Xxxxx/Saks, permits unrestricted
transfers of limited partnership interests in the Mortgagor or any general
partner, manager, member, beneficial owner or trustee of the Mortgagor, or any
ownership interest, dated or inferred, in any trustee or beneficial owner of the
Mortgagor. The Mortgage does not expressly require the Mortgagor to pay Rating
Agency fees in connection with a transfer, although the Mortgagor is required to
pay all reasonable expenses, including reasonable attorneys' fees, incurred by
the lender in the review, approval and documentation of any transfer approved by
the lender.
Rep. 33. Single Purpose Entity. Mortgage Loan No. DBM19292, Columbus
International Aircenter II, complies with the requirements in Representation 33.
However, Mortgagor does not represent and covenant in the related Mortgage Loan
Documents that it has an outside independent director or member, and that it
will not dissolve or liquidate upon the bankruptcy, dissolution, liquidation or
death of the sole member of the limited liability corporation.
Rep. 34. Whole Loan. Mortgage Loan No. GA18944, AFR Portfolio, is evidenced by
(i) an A-Note in the principal amount of $100,000,000, which is not being
assigned by the 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, and one of which, in the amount of $40,000,000 is being assigned by
the Mortgage Loan Seller and (iii) a subordinate B Note in the principal amount
of $100,000,000, which is not being assigned by Mortgage Loan Seller.
Mortgage Loan No. GA19274, Tysons Corner Mall, is evidenced by four companion
notes in the total principal amount of $340,000,000, which are pari passu in
right of payment to the A Note, and one of which, in the amount of $35,000,000
is being assigned by the Mortgage Loan Seller.
Mortgage Loan No. GA6400, Xxxxxx Xxxxx Xxxxx/Saks, is evidenced by (i) an A Note
in the principal amount of $14,125,843.71, to be assigned by the Mortgage Loan
Seller and (ii) a subordinate B Note in the principal amount of $7,137,808.41
which is not being assigned by the Mortgage Loan Seller.
Mortgage Loan No. DBM19642, Will-O-Wisp Apartments, is evidenced by (i) an
A-Note in the principal amount of $4,920,000, to be assigned by Mortgage Loan
Seller, and (ii) a subordinate B-Note in the principal amount of $330,000, which
is not being assigned by Mortgage Loan Seller.
Each of the foregoing loans also serves as collateral for the other promissory
notes identified in this representation exception (also relevant to rep. 27 and
rep. 41).
B-27
Rep. 39. Operating Statements. Mortgage Loan No. DBM19292, Columbus
International Aircenter II, requires the Mortgagor to provide Mortgagee with
operating statements for the related Mortgaged Property and complies with the
requirements of Representation 39. However, the CFO of the Mortgagor will
certify the financial statements of the related Mortgaged Property, unless the
Mortgagee requests, and has a reasonable basis to request, an audit of these
financial statements by an independent CPA.
Mortgage Loan No. GA6400, Xxxxxx Xxxxx Xxxxx/Saks, requires the Mortgagor to
deliver, upon request of the lender, unaudited financial statements for the year
just ended, including a balance sheet and statement of income and expenses
certified by the Mortgagor. The entire Mortgage Loan exceeds $20,000,000 in
principal balance, although the portion to be securitized will be less than
$15,000,000.
Rep. 40. Recourse. Mortgage Loan No. DBM19292, Columbus International Aircenter
II, is a Mortgage Loan guaranteed by Jubilee Limited Partnership, whose members
are several corporations, and 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. GA6400, Xxxxxx Xxxxx Xxxxx/Saks, contemplates that the
Mortgagor but not a guarantor is liable for out-of-pocket costs including legal
fees and expenses incurred by the lender as a result of a bankruptcy filing by
or against the Mortgagor.
Mortgage Xxxx Xx. XX00000, XXX Portfolio; Mortgage Loan Xx. XX00000, Xxxxxx
Xxxxxx Xxxx; and Mortgage Loan No. DBM19752, Xxxxxxx Xxxxx Corporate Center,
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. 41. Assignment of Collateral. Mortgage Xxxx Xx. XX00000, XXX Portfolio and
Mortgage Loan Xx. XX00000, Xxxxxx Xxxxxx Xxxx are companion loans to other
related mortgage loans already securitized, and for which the related trusts
hold the related assignments of collateral.
Rep. 50. Credit Lease Tenant. This representation is made only with respect to
Mortgage Loan No. GA6400, Xxxxxx Xxxxx Xxxxx/Saks. With respect to clause (e) of
this representation, the tenant and the guarantor will be automatically released
from liability upon an assignment of the lease if certain conditions, including
net worth requirements of the assignee, are satisfied.
B-28
Schedule B-12D
--------------------------------------------------------------------------------
STATE COUNTIES & SPECIFIC CITIES
--------------------------------------------------------------------------------
Alabama Xxxxxxx and Mobile
--------------------------------------------------------------------------------
Delaware Sussex
--------------------------------------------------------------------------------
Florida Entire State - All Counties
--------------------------------------------------------------------------------
Xxxxxxx Xxxxx, Camden, Chatham, Glynn, Liberty, XxXxxxxx
--------------------------------------------------------------------------------
Hawaii Entire State - All Counties
--------------------------------------------------------------------------------
Louisiana Cameron, Iberia, Jefferson, Lafourche, Orleans,
Plaquemines, St. Xxxxxxx, St. Xxxx, St. Tammany,
Terrebonne, Xxxxxxxxxx
--------------------------------------------------------------------------------
Massachusetts Barnstable, Bristol, Dukes, Nantucket, Plymouth
--------------------------------------------------------------------------------
Maryland Xxxxxxx, Dorchester, Somerset, St. Mary's, Wicomico,
Warchester
--------------------------------------------------------------------------------
Mississippi Hancock, Harrison, Xxxxxxx
--------------------------------------------------------------------------------
North Carolina Xxxxxxxx, Xxxxxx, Brunswick, Camden, Carteret, Choswan,
Currituck, Dare, Hyde, New Hanover, Onslow, Pamlico,
Pasquotank, Xxxxxx, Perquimans, Tyrell, Washington
--------------------------------------------------------------------------------
New Jersey Atlantic, Cape May, Cumberland, Monmouth, Ocean
--------------------------------------------------------------------------------
New York Nassau, Suffolk
--------------------------------------------------------------------------------
Puerto Rico Entire Commonwealth - All Counties
--------------------------------------------------------------------------------
South Carolina Beaufort Berkeley, Charleston, Colleton, Georgetown,
Horry
--------------------------------------------------------------------------------
Texas Aransas, Brazorla, Calhoun, Cameron, Xxxxxxxx,
Galveston, Town of Baytown, Jackson, Jefferson, Kenedyl,
Kleiberg, Matagoda, Nueces, Xxxxxxx, San Xxxxxxxx,
Willacy
--------------------------------------------------------------------------------
Virginia Accomack, Chesapeake City, Gloucester,
Hampton City, Isle of Wight, Lancaster,
Xxxxxxx Field City, Little Creek City,
Xxxxxxx, Middlesex, Newport News City,
Norfolk City, Northampton,
Northumberland, Posquoson City, Portsmith
City, Suffolk City, Virginia Beach City,
York.
--------------------------------------------------------------------------------
B-29
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 April 7, 2004 (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
[____], 2004.
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
[_______], 2004.
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 April [__], 2004 (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 [_______], 2004.
GERMAN AMERICAN CAPITAL CORPORATION
By:__________________________________
Name:
Title:
By:__________________________________
Name:
Title:
C-2-1
