Exhibit 99.1
Execution Copy
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and
effective as of February 2, 1999, between GMAC Commercial Mortgage Corporation
as seller (the "Seller" or "GMACCM") and GMAC Commercial Mortgage Securities,
Inc. as purchaser (the "Purchaser").
The 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 multi family and commercial mortgage
loans will be purchased by the Purchaser from (i) LaSalle National Bank as
Trustee for Restructured Asset Certificates With Enhanced Returns, Series
1998-ML Trust ("ML Trust") pursuant to, and for the consideration described in,
the Mortgage Loan Purchase Agreement, dated as of February 2, 1999 (the "ML
Trust Mortgage Loan Purchase Agreement") between the Purchaser and the ML Trust
and (ii) German American Capital Corporation ("GACC"), pursuant to, and for the
consideration described in, the Mortgage Loan Purchase Agreement, dated as of
February 2, 1999 (the "GACC Mortgage Loan Purchase Agreement"), between the
Depositor and GACC (the mortgage loans purchased by the Purchaser under the ML
Trust Mortgage Loan Purchase Agreement and the GACC Mortgage Loan Purchase
Agreement, the "Other Mortgage Loans"). The Seller, ML Trust and GACC are
collectively referred to as the "Mortgage Loan Sellers."
It is expected that the Mortgage Loans will be transferred, together with
other multifamily and commercial 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 Standard &
Poor's Ratings Services and Fitch IBCA, 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 February 1, 1999 (the "Pooling
and Servicing Agreement"), among the Purchaser as depositor, GMAC Commercial
Mortgage Corporation as master servicer (in such capacity, the "Master
Servicer") and special servicer (in such capacity, the "Special Servicer") and
Norwest Bank Minnesota, National Association, as trustee (in such capacity, 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 Purchaser intends to sell the Class A-1, Class A-2, Class B, Class C,
Class D, Class E and a portion of the Class X Certificates to Xxxxxxx, Xxxxx &
Co., Deutsche Bank Securities Inc. and Xxxxxxxxx, Lufkin & Xxxxxxxx Securities
Corporation (together, the "Underwriters") pursuant to an underwriting agreement
dated the date hereof (the "Underwriting Agreement").
The Purchaser intends to sell a portion of the Class X Certificates to GMACCM
(in such capacity, a "Class X Certificate Purchaser") pursuant to a Class X
Certificate Purchase Agreement dated the date hereof (the "Class X Certificate
Purchase Agreement"). The Purchaser intends to sell the Class F, Class G, Class
H, Class J and Class K Certificates to GMACCM (in such capacity, 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 the Class R-III Certificates to Xxxxxxx, Sachs & Co. (in
such capacity, an "Initial Purchaser"). The Class F, Class G, Class H, Class J,
Class K, 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 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 February 9, 1999 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 February 1999. 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
$1,313,693,704, subject to a variance of plus or minus 5%. The purchase price
for the Mortgage Loans shall be $1,310,116,152.
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt by the Seller
of the purchase price referred to in Section 1 hereof (exclusive of any
applicable holdback for transaction expenses), the Seller does hereby sell,
transfer, assign, set over and otherwise convey to the Purchaser, without
recourse, all the right, title and interest of the 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 Seller on or with respect
to the Mortgage Loans after the Cut-off Date for such Mortgage Loan, together
with all of the 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 Seller, the
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 each Mortgage Loan, and all other recoveries of
principal and interest collected thereon after such Cut-off Date. All scheduled
payments of principal and interest due thereon on or before the Cut-off Date for
each Mortgage Loan and collected after such Cut-off Date shall belong to the
Seller.
(b) In connection with the Seller's assignment pursuant to subsection (a)
above, the Seller hereby agrees that, at least five (5) Business Days before the
Closing Date, it shall have delivered to and deposited with the Trustee, the
Mortgage File (as described on
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Exhibit B hereto) for each Mortgage Loan so assigned. It is further acknowledged
and agreed by the Seller that the Purchaser intends to cause the Trustee to
perform a limited review of such Mortgage Files to enable the Trustee to confirm
to the Purchaser on or before the Closing Date that the Mortgage Note referred
to in clause (i) of Exhibit B has been delivered by the Seller with respect to
each such Mortgage File. In the event Seller fails to so deliver each such
Mortgage File to the Trustee, the Purchaser and its successors and assigns shall
be entitled to pursue any rights or remedies in respect of such failure as may
be available under applicable law. If the Seller cannot deliver, or cause to be
delivered as to any Mortgage Loan, the original Mortgage Note, the Seller shall
deliver a copy or duplicate original of such Mortgage Note, together with an
affidavit certifying that the original thereof has been lost or destroyed. If
the Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan,
the original or a copy of any of the documents and/or instruments referred to in
clauses (ii), (iv), (viii), (xi)(A) and (xii) of Exhibit B, with evidence of
recording thereon, solely because of a delay caused by the public recording or
filing office where such document or instrument has been delivered for
recordation or filing, or because such original recorded document has been lost
or returned from the recording or filing office and subsequently lost, as the
case may be, the delivery requirements of this Section 2(b) shall be deemed to
have been satisfied as to such missing item, and such missing item shall be
deemed to have been included in the related Mortgage File, provided that a copy
of such document or instrument (without evidence of recording or filing thereon,
but certified (which certificate may relate to multiple documents and/or
instruments) by the Seller to be a true and complete copy of the original
thereof submitted for recording or filing, as the case may be) has been
delivered to the Trustee, and either the original of such missing document or
instrument, or a copy thereof, with evidence of recording or filing, as the case
may be, thereon, is delivered to or at the direction of the Purchaser (or any
subsequent owner of the affected Mortgage Loan, including without limitation the
Trustee) within 180 days of the Closing Date (or within such longer period after
the Closing Date as the Purchaser (or such subsequent owner) may consent to,
which consent shall not be unreasonably withheld so long as the Seller has
provided the Purchaser (or such subsequent owner) with evidence of such
recording or filing, as the case may be, or has certified to the Purchaser (or
such subsequent owner) as to the occurrence of such recording or filing, as the
case may be, and is, as certified to the Purchaser (or such subsequent owner) no
less often than quarterly, in good faith attempting to obtain from the
appropriate county recorder's or filing office such original or copy). If the
Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the
original or a copy of the related lender's title insurance policy referred to in
clause (ix) of Exhibit B solely because such policy has not yet been issued, the
delivery requirements of this Section 2(b) shall be deemed to be satisfied as to
such missing item, and such missing item shall be deemed to have been included
in the related Mortgage File, provided that the Seller has delivered to the
Trustee a commitment for title insurance "marked-up" at the closing of such
Mortgage Loan, and the Seller shall deliver to or at the direction of the
Purchaser (or any subsequent owner of the affected Mortgage Loan, including
without limitation the Trustee), promptly following the receipt thereof, the
original related lender's title insurance policy (or a copy thereof). In
addition, notwithstanding anything to the contrary contained herein, if there
exists with respect to any group of related cross-collateralized Mortgage Loans
only one original of any document referred to in Exhibit B covering all the
Mortgage Loans in such group, then the inclusion of the original of such
document in the Mortgage File for any of the Mortgage Loans in such group shall
be deemed an inclusion of such original in the Mortgage File for each such
Mortgage Loan. On the Closing
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Date, upon notification from the Seller that the purchase price referred to in
Section 1 (exclusive of any applicable holdback for transaction expenses) has
been received by the Seller, the Trustee shall be authorized to release to the
Purchaser or its designee all of the Mortgage Files in the Trustee's possession
relating to the Mortgage Loans.
(c) As to each Mortgage Loan, the Seller shall be responsible for all costs
associated with (i) the recording or filing, as the case may be, of each
assignment referred to in clauses (iii) and (v) of Exhibit B and each UCC-2 and
UCC-3, if any, referred to in clause (xi)(B) of Exhibit B and (ii) the delivery
of a copy of any such document or instrument to the Master Servicer promptly
following its return to the Trustee or its designee after such recording or
filing; provided that the Seller shall not be responsible for actually recording
or filing any such document or instrument. If any such document or instrument is
lost or returned unrecorded or unfiled, as the case may be, because of a defect
therein, the Seller shall promptly prepare or cause the preparation of a
substitute therefor or cure or cause the curing of such defect, as the case may
be, and shall thereafter deliver the substitute or corrected document to or at
the direction of the Purchaser (or any subsequent owner of the affected Mortgage
Loan, including without limitation the Trustee) for recording or filing, as
appropriate, at the Seller's expense.
(d) All documents and records in the Seller's possession (or under its
control) relating to the Mortgage Loans that are not required to be a part of a
Mortgage File in accordance with Exhibit B (all such other documents and
records, as to any Mortgage Loan, the "Servicing File"), together with all
escrow payments, reserve funds and other comparable funds in the possession of
the Seller (or under its control) with respect to the Mortgage Loans, shall
(unless they are held by a sub-servicer that shall, as of the Closing Date,
begin acting on behalf of the Master Servicer pursuant to a written agreement
between such parties) be delivered by the Seller (or its agent) to the Purchaser
(or its designee) no later than the Closing Date. If a sub-servicer shall, as of
the Closing Date, begin acting on behalf of the Master Servicer with respect to
any Mortgage Loan pursuant to a written agreement between such parties, the
Seller shall deliver a copy of the related Servicing File to the Master
Servicer.
(e) The 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 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 Seller's representations, warranties and covenants
set forth in or contemplated by Section 4.
SECTION 4. Representations, Warranties and Covenants of the Seller.
(a) The 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
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holders of the Certificates), each of the representations and warranties set
forth in Exhibit C, with such changes or modifications as may be permitted or
required by the Rating Agencies.
(b) In addition, the Seller, as of the date hereof, hereby represents and
warrants to, and covenants with, the Purchaser that:
(i) The Seller is a corporation, duly organized, validly existing and
in good standing under the laws of the State of California, 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 Seller, and
the performance and compliance with the terms of this Agreement by the
Seller, will not violate the Seller's organizational documents or
constitute a default (or an event which, with notice or lapse of time, or
both, would constitute a default) under, or result in the breach of, any
material agreement or other instrument to which it is a party or which is
applicable to it or any of its assets, in each case which materially and
adversely affect the ability of the Seller to carry out the transactions
contemplated by this Agreement.
(iii) The 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 Seller, enforceable against the 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 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 Seller's good faith and reasonable judgment, is likely to affect
materially and adversely either the ability of the Seller to perform its
obligations under this Agreement or the financial condition of the Seller.
(vi) No litigation is pending with regard to which Seller has received
service of process or, to the best of the Seller's knowledge, threatened
against the Seller the outcome of which, in the Seller's good faith and
reasonable judgment, could reasonably be expected to prohibit the Seller
from entering into this Agreement or
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materially and adversely affect the ability of the Seller to perform its
obligations under this Agreement.
(vii) The Seller has not dealt with any broker, investment banker,
agent or other person, other than the Purchaser, the Underwriters, the
Class X Certificate Purchaser, 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 Seller nor anyone acting on its behalf has (A)
offered, pledged, sold, disposed of or otherwise transferred any
Certificate, any interest in any Certificate or any other similar security
to any person in any manner, (B) solicited any offer to buy or to accept a
pledge, disposition or other transfer of any Certificate, any interest in
any Certificate or any other similar security from any person in any
manner, (C) otherwise approached or negotiated with respect to any
Certificate, any interest in any Certificate or any other similar security
with any person in any manner, (D) made any general solicitation by means
of general advertising or in any other manner with respect to any
Certificate, any interest in any Certificate or any similar security, or
(E) taken any other action, that (in the case of any of the acts described
in clauses (A) through (E) above) would constitute or result in a violation
of the Securities Act or any state securities law relating to or in
connection with the issuance of the Certificates or require registration or
qualification pursuant to the Securities Act or any state securities law of
any Certificate not otherwise intended to be a Registered Certificate. In
addition, the 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 and the Other
Mortgage Loans, the information set forth on pages A-8 through A-11,
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 and the
Other Mortgage Loans and/or the Seller and does not represent a restatement
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 Information--The Mortgage Pool", "Risk Factors--Risks
Related to the Mortgage Loans" and "Description of the Mortgage Asset
Pool", set forth on Annex A 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.
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(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 Seller
with this Agreement, or the consummation by the 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 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 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 C 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 Seller that:
(i) The Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of State of Delaware.
(ii) The execution and delivery of this Agreement by the Purchaser,
and the performance and compliance with the terms of this Agreement by the
Purchaser, will not violate the Purchaser's organizational documents or
constitute a default (or an 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 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.
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(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 Seller, the Underwriters, the Class X
Certificate Purchaser, 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.
(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 Seller, the party discovering such breach shall
give prompt written notice to the other party hereto.
SECTION 6. Repurchases.
(a) Within 90 days of the earlier of discovery or receipt of notice by the
Seller, from either the Purchaser or any successor or assign thereof, of a
Defect (as defined in the Pooling and Servicing Agreement as in effect on the
Closing Date) in respect of the Mortgage File for any Mortgage Loan or a breach
of any representation or warranty made pursuant to Section 4(a) and set forth in
Exhibit C (a "Breach"), which Defect or Breach, as the case may be, 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 Seller shall cure such Defect
or Breach, as the case may be, in all material respects or repurchase the
affected Mortgage Loan from the then owner(s) thereof at the applicable Purchase
Price (as defined in the Pooling and Servicing Agreement as in effect on the
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Closing Date) by payment of such Purchase Price by wire transfer of immediately
available funds to the account designated by such owner(s); provided, however,
that in lieu of effecting any such repurchase, the Seller will be permitted to
deliver a Qualifying Substitute Mortgage Loan and to pay a cash amount equal to
the applicable Substitution Shortfall Amount, subject to the terms and
conditions of the Pooling and Servicing Agreement as in effect on the Closing
Date.
If the Seller is notified of a Defect in any Mortgage File that corresponds
to information set forth in the Mortgage Loan Schedule, the Seller shall
promptly correct such Defect and provide a new, corrected Mortgage Loan Schedule
to the Purchaser, which corrected Mortgage Loan Schedule shall be deemed to
amend and replace the existing Mortgage Loan Schedule for all purposes.
(b) Notwithstanding Section 6(a), within 60 days of the earlier of
discovery or receipt of notice by the Seller, from either the Purchaser or any
successor or assign thereof, that any Mortgage Loan does not constitute a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the
Seller shall repurchase such Mortgage Loan from the then owner(s) thereof at the
applicable Purchase Price by payment of such Purchase Price by wire transfer of
immediately available funds to the account designated by such owner(s).
In addition, if, as of the Closing Date, any Mortgage Loan is secured by a
Mortgage that does not constitute a valid first lien upon the related Mortgaged
Property, including all buildings located thereon and all fixtures attached
thereto, or if a Mortgage is subject to something other than (A) the lien of
current real property taxes and assessments not yet due and payable, (B)
covenants, conditions and restrictions, rights of way, easements and other
matters of public record, (C) exceptions and exclusions specifically referred to
in the lender's title insurance policy issued or, as evidenced by a "marked-up"
commitment, to be issued in respect of such Mortgage Loan and (D) those
exceptions set forth on Schedule C-1 to Exhibit C hereto (the exceptions set
forth in the foregoing clauses (A), (B), (C) and (D) collectively, "Permitted
Encumbrances"), or if the insurer that issued the Title Policy referred to in
clause (vi) of Exhibit C hereto in respect of any Mortgage Loan was not
qualified to do business in the state in which the related Mortgaged Property is
located, and in either case such failure materially and adversely affects the
interests of holders of Certificates, (any such failure that materially and
adversely affects the interests of holders of Certificates, also a "Breach"),
the Seller shall be required, at its option, to either (i) cure such Breach in
all material respects or (ii) repurchase the affected Mortgage Loan, in each
case, within the applicable Permitted Cure Period (as defined below). If any
such Breach is not corrected or cured in all material respects within the
applicable Permitted Cure Period, the Seller shall, not later than the last day
of such Permitted Cure Period, (i) repurchase the affected Mortgage Loan from
the Purchaser or its assignee at the applicable Purchase Price or (ii) if within
the three-month period commencing on the closing date (or within the two-year
period commencing on the Closing Date if the related Mortgage Loan is a
"defective obligation" within the meaning of Section 860(a)(4)(B)(ii) of the
Code and Treasury Regulation Section 1.860G-2(f)), at its option, replace such
Mortgage Loan with a Qualifying Substitute Mortgage Loan and pay any
corresponding Substitution Shortfall Amount. The Seller agrees that any such
repurchase or substitution shall be completed in accordance with and subject to
the terms and conditions of the Pooling and Servicing Agreement.
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For purposes of the preceding paragraph only, the "Permitted Cure Period"
applicable to any Breach in respect of any Mortgage Loan shall be the 90-day
period immediately following the earlier of the discovery by the Seller or
receipt by the Seller of notice of such Breach; provided that if such Breach
cannot be corrected or cured in all material respects within such 90-day period,
but is reasonably likely that such Breach could be corrected or cured within 180
days of the earlier of discovery by the Seller and receipt by the Seller of
notice of such Breach and the Seller is diligently attempting to effect such
correction or cure, then the applicable Permitted Cure Period shall, with the
consent of the Purchaser or its assignee (which consent shall not be
unreasonably withheld), be extended for an additional 90 days.
(c) In connection with any repurchase of or substitution for a Mortgage
Loan contemplated by this Section 6, the then owner(s) thereof shall tender or
cause to be tendered promptly to the Seller, upon delivery of a receipt executed
by the Seller, the related Mortgage File and Servicing File, and each document
that constitutes a part of the Mortgage File that was endorsed or assigned to
the Purchaser or the Trustee shall be endorsed or assigned, as the case may be,
to the Seller or its designee in the same manner. The form and sufficiency of
all such instruments and certificates shall be the responsibility of the Seller.
(d) Except as provided in Section 2(b), this Section 6 provides the sole
remedies available to the Purchaser, and its successors and assigns (including,
without limitation, the Trustee and the holders of the Certificates) respecting
any Defect in a Mortgage File or any breach of any representation or warranty
made pursuant to Section 4(a) and set forth in Exhibit C, or in connection with
the circumstances described in Section 6(b). If the Seller defaults on its
obligations to repurchase any Mortgage Loan in accordance with Section 6(a) or
6(b) or disputes its obligation to repurchase any Mortgage Loan in accordance
with either such subsection, the Purchaser or its successors and assigns may
take such action as is appropriate to enforce such payment or performance,
including, without limitation, the institution and prosecution of appropriate
proceedings. The Seller shall reimburse the Purchaser for all necessary and
reasonable costs and expenses incurred in connection with such enforcement.
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 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 acceptable to the Purchaser, shall be
duly executed and delivered by all signatories as required pursuant to the
respective terms thereof;
10
(iii) The 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 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 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) None of the Underwriting Agreement, the Class X Certificate
Purchase Agreement or 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
Seller;
(b) An Officer's Certificate substantially in the form of Exhibit D-1
hereto, executed by the Secretary or an assistant secretary of the 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 Seller;
(c) A certificate of good standing regarding the Seller from the Secretary
of State for the State of California, dated not earlier than 30 days prior to
the Closing Date;
(d) A certificate of the Seller substantially in the form of Exhibit D-2
hereto, executed by an executive officer or authorized signatory of the Seller
and dated the Closing Date, and upon which the Purchaser and each Underwriter
may rely;
(e) Written opinions of counsel for the Seller, substantially in the form
of Exhibits D-3A and D-3B hereto and subject to such reasonable assumptions and
qualifications as may be requested by counsel for the Seller and acceptable to
counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser
and each Underwriter;
11
(f) Any other opinions of counsel for the Seller reasonably requested by
the Rating Agencies in connection with the issuance of the Certificates, each of
which shall include the Purchaser and each Underwriter as an addressee; and
(g) Such further certificates, opinions and documents as the Purchaser may
reasonably request.
SECTION 9. Indemnification.
(a) The 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 or the Other Mortgage Loans contained in the Loan Detail or,
to the extent consistent therewith, the Diskette, or (ii) any such untrue
statement or alleged untrue statement or omission or alleged omission is with
respect to information regarding the Seller or the Mortgage Loans or the Other
Mortgage Loans contained in the Prospectus Supplement or the Memorandum under
the headings "Summary Information -- The Mortgage Pool", "Risk Factors --Risks
Related to the Mortgage Loans" and/or "Description of the Mortgage Asset Pool"
or contained on Annex A to the Prospectus Supplement (exclusive of the Loan
Detail), and such information does not represent a restatement of information
contained in the Loan Detail; or (iii) 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 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 Seller may otherwise have.
For purposes of the foregoing, "Registration Statement" shall mean the
registration statement No. 333-64963 filed by the Purchaser on Form S-3,
including without limitation exhibits thereto and information incorporated
therein by reference; "Prospectus" shall mean the
12
prospectus dated November 5, 1998, as supplemented by the prospectus supplement
dated February 2, 1999 (the "Prospectus Supplement"), relating to the Registered
Certificates; "Memorandum" shall mean the private placement memorandum dated
February 2, 1999, 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").
(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 Seller (the "indemnifying party") under this Section 9, notify
the indemnifying party in writing of the commencement thereof; but the omission
to notify the indemnifying party will not relieve it from any liability that it
may have to any indemnified party otherwise than under this Section 9. In case
any such action is brought against any indemnified party and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein, and to the extent that it may elect by written
notice delivered to the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense thereof, with counsel
satisfactory to such indemnified party; provided, however, that if the
defendants in any such action include both the indemnified party and the
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
13
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 Seller agree that it would not be just and
equitable if contribution pursuant to Section 9(c) were determined by pro rata
allocation or by any other method of allocation that does not take account of
the considerations referred to in Section 9(c) above. The amount paid or payable
by an indemnified party as a result of the losses, claims, damages and
liabilities referred to in this Section 9 shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim, except where the indemnified party is required to bear such
expenses pursuant to this Section 9, which expenses the indemnifying party shall
pay as and when incurred, at the request of the indemnified party, to the extent
that the indemnifying party will be ultimately obligated to pay such expenses.
If any expenses so paid by the indemnifying party are subsequently determined to
not be required to be borne by the indemnifying party hereunder, the party that
received such payment shall promptly refund the amount so paid to the party
which made such payment. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
(e) The indemnity and contribution agreements contained in this Section 9
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by any indemnified
party, and (iii) acceptance of and payment for any of the Certificates.
SECTION 10. Costs.
Costs relating to the transactions contemplated hereby shall be borne by
the respective parties hereto.
SECTION 11. Notices.
All demands, notices and communications hereunder shall be in writing and
shall be deemed to have been duly given if personally delivered to or mailed, by
registered mail, postage prepaid, by overnight mail or courier service, or
transmitted by facsimile and confirmed by a similar mailed writing, if to the
Purchaser, addressed to GMAC Commercial Mortgage Securities, Inc. at 000 Xxxxxxx
Xxxx, X.X. Xxx 0000, 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 Seller in writing by the
Purchaser; and if to the Seller, addressed to GMAC Commercial Mortgage
Corporation, at 000 Xxxxxxx Xxxx, X.X. Xxx 0000,
00
Xxxxxxx, Xxxxxxxxxxxx 00000-0000, Attention: Structured Finance Manager,
facsimile no. (000) 000-0000, with a copy to GMAC Commercial Mortgage
Corporation, or to such other address or facsimile number as the Seller may
designate in writing to the Purchaser.
SECTION 12. Third Party Beneficiaries.
Each of the officers, directors and controlling persons referred to in
Section 9 hereof is an intended third party beneficiary of the covenants and
indemnities of the 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 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 Seller submitted pursuant hereto, shall remain operative and in full force
and effect and shall survive delivery of the Mortgage Loans by the 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.
15
SECTION 17. Further Assurances.
The Seller and the Purchaser agree to execute and deliver such instruments
and take such further actions as the other party may, from time to time,
reasonably request in order to effectuate the purposes and to carry out the
terms of this Agreement.
SECTION 18. Successors and Assigns.
The rights and obligations of the Seller under this Agreement shall not be
assigned by the Seller without the prior written consent of the Purchaser,
except that any person into which the Seller may be merged or consolidated, or
any corporation or other entity resulting from any merger, conversion or
consolidation to which the Seller is a party, or any person succeeding to all or
substantially all of the business of the Seller, shall be the successor to the
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 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.
16
IN WITNESS WHEREOF, the 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.
GMAC COMMERCIAL MORTGAGE CORPORATION
By: /s/ Xxxxx Xxxxxxx
----------------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
By: /s/ Xxxxx Xxxxxxx
----------------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
17
EXHIBIT A
MORTGAGE LOAN SCHEDULE
Remaining
Servicing Term to
Loan Mortgage Fee Original Cut-off Date Maturity
Number Property Name Rate (%) Rate (%) Balance ($) Balance ($) (Mos.)
====================================================================================================================================
GMAC4240 AMD Corporate Headquarters 7.780 0.1263 68,250,000 68,211,566 000
XXXX0000 Xxxxxxxxx & Xxxxxxx XX Portfolio 6.950 0.0638 62,950,000 62,804,289 117
GMAC1950-A 00 Xxxx 00xx Xxxxxx Xxxxxx Xxxxxxxx - - - - -
XXXX0000-X 00-00 Xxxx 00xx Xxxxxx Xxxxxx Xxxxxxxx - - - - -
XXXX0000-X Xxxx 00xx Xxxxxx Xxxxxx Xxxxxxxx - - - - -
XXXX0000-X 000 Xxxxxx Xxxxxx Xxxxxx Xxxxxxxx - - - - -
------------------------------------------------------------------------------------------------------------------------------------
XXXX0000-X 000 Xxxx Xxxxxx Xxxxx Xxxxxx Xxxxxxxx - - - - -
XXXX0000-X 000-00 Xxxxxxxx Xxxxxx Xxxxxxxx - - - - -
XXXX0000-X 000 Xxxxxxxxx Xxxxxx Xxxxxxxx - - - - -
XXXX0000-X 000 Xxxxxxxxx Xxxxxx Xxxxxxxx - - - - -
XXXX0000-X 00 Xxxxxxxxxx Xxxxx Xxxxxx Xxxxxxxx - - - - -
XXXX0000 Xxxxxx Valley Mall 7.680 0.1263 58,600,000 58,566,075 119
------------------------------------------------------------------------------------------------------------------------------------
GMAC4420 Xxx Xxxxx Xxxxxxxx & 000 Xxxx Xxxxxx 7.700 0.1263 36,000,000 36,000,000 119
GMAC1060 000 X. Xxxx Xxxxxx 6.970 0.1263 32,000,000 31,874,231 175
GMAC2940 Uniprop Manufactured Housing Comm. Income Fund II 6.370 0.0413 25,710,000 25,595,401 121
XXXX0000-X Xxxx Xxxxxx - - - - -
XXXX0000-X El Adobe - - - - -
GMAC2940-C Camelot Manor - - - - -
------------------------------------------------------------------------------------------------------------------------------------
GMAC2940-D Stonegate - - - - -
GMAC2940-E Ardmor Village - - - - -
GMAC2940-F Dutch Hills - - - - -
GMAC2070 Monterra & Xxxxxxxx'x Reach Apartments 5.620 0.1263 25,500,000 25,500,000 116
GMAC2070-A Monterra Apartments - - - - -
------------------------------------------------------------------------------------------------------------------------------------
GMAC2070-B Xxxxxxxx'x Reach Apartments - - - - -
GMAC1710 Cendant Corp. 7.890 0.1263 24,000,000 23,916,577 127
GMAC4300 Camden at Xxxxxx Ranch 7.350 0.1263 22,500,000 22,452,347 117
GMAC4560 Villas at Rancho Del Norte 7.350 0.1263 21,750,000 21,736,236 119
GMAC3020 Xxxxxxxx Xxxxx Apartments 6.300 0.1263 20,400,000 20,328,537 116
------------------------------------------------------------------------------------------------------------------------------------
GMAC4570 Balmoral Village Apartments 7.350 0.1263 18,500,000 18,488,292 119
GMAC4140 Xxxxxxxxxx Village Apartments 7.250 0.1263 18,500,000 18,475,855 118
GMAC2650 Skyview Living Centers 7.210 0.1263 17,953,000 17,788,077 115
GMAC2650-A Skyview Living Center of Stamford - - - - -
GMAC2650-B Skyview Living Center of Lewisville - - - - -
------------------------------------------------------------------------------------------------------------------------------------
GMAC2650-C Skyview Living Center of Denton - - - - -
GMAC2650-D Skyview Living Center of Waco - - - - -
GMAC1470 Delta Pointe Apartments 6.200 0.1263 17,520,000 17,520,000 116
GMAC3310 Round Hill Square Shopping Center 6.800 0.1263 17,350,000 17,337,349 119
GMAC1160 AmeriPark Assisted Living Facilities 7.110 0.1263 16,920,000 16,801,616 114
------------------------------------------------------------------------------------------------------------------------------------
GMAC1160-A Sequoia Village - - - - -
GMAC1160-B The Village - - - - -
GMAC1160-C Twin Cities Village - - - - -
Credit Servicing
Loan Maturity Due Monthly Amortization Tenant Fee
Number or ARD Date Payment ($) Type Prepayment Provisions Lease Rate (%)
====================================================================================================================================
GMAC4240 1/10/09 10 495,671 Balloon Lock/25_Defeasance/92_0%/3 0.1263
GMAC1950 11/10/08 10 420,944 Balloon Lock/27_Defeasance/87_0%/6 0.0638
GMAC1950-A - - - - - -
GMAC1950-B - - - - - -
GMAC1950-C - - - - - -
GMAC1950-D - - - - - -
------------------------------------------------------------------------------------------------------------------------------------
GMAC1950-E - - - - - -
GMAC1950-F - - - - - -
GMAC1950-G - - - - - -
GMAC1950-H - - - - - -
GMAC1950-I - - - - - -
GMAC4690 1/10/09 10 421,467 Balloon Lock/25_Defeasance/92_0%/3 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC4420 1/10/09 10 256,666 Interest Only, Then Amortizing Lock/25_Defeasance/92_0%/3 0.1263
GMAC1060 9/10/13 10 214,425 Balloon Lock/29_Defeasance/145_0%/6 0.1263
GMAC2940 3/10/09 10 161,868 Hyperamortizing Lock/29_Defeasance/88_0%/9 0.0413
GMAC2940-A - - - - - -
GMAC2940-B - - - - - -
GMAC2940-C - - - - - -
------------------------------------------------------------------------------------------------------------------------------------
GMAC2940-D - - - - - -
GMAC2940-E - - - - - -
GMAC2940-F - - - - - -
GMAC2070 10/10/08 10 148,025 Interest Only, Then Amortizing Lock/28_Defeasance/92 0.1263
GMAC2070-A - - - - - -
------------------------------------------------------------------------------------------------------------------------------------
GMAC2070-B - - - - - -
GMAC1710 9/10/09 10 174,267 Balloon > of YM or 1% UPB/126_0%/6 0.1263
GMAC4300 11/5/08 5 156,649 Balloon Lock/28_Defeasance/86_0%/6 0.1263
GMAC4560 1/10/09 10 151,424 Balloon Lock/25_Defeasance/95 0.1263
GMAC3020 10/10/08 10 127,497 Balloon Lock/28_Defeasance/86_0%/6 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC4570 1/5/09 5 128,797 Balloon Lock/26_Defeasance/91_0%/3 0.1263
GMAC4140 12/10/08 10 127,531 Balloon Lock/26_Defeasance/91_0%/3 0.1263
GMAC2650 9/1/08 1 142,596 Balloon Lock/30_Defeasance/84_0%/6 0.1263
GMAC2650-A - - - - - -
GMAC2650-B - - - - - -
------------------------------------------------------------------------------------------------------------------------------------
GMAC2650-C - - - - - -
GMAC2650-D - - - - - -
GMAC1470 10/10/08 10 108,325 Interest Only, Then Amortizing Lock/28_Defeasance/92 0.1263
GMAC3310 1/10/09 10 114,245 Balloon Lock/25_Defeasance/95 0.1263
GMAC1160 8/1/08 1 121,909 Balloon Lock/31_Defeasance/83_0%/6 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC1160-A - - - - - -
GMAC1160-B - - - - - -
GMAC1160-C - - - - - -
Remaining
Servicing Term to
Loan Mortgage Fee Original Cut-off Date Maturity
Number Property Name Rate (%) Rate (%) Balance ($) Balance ($) (Mos.)
====================================================================================================================================
GMAC3730 All Space Self Storage 7.490 0.1263 16,000,000 15,990,246 179
GMAC3730-A All Space - Costa Mesa - - - - -
------------------------------------------------------------------------------------------------------------------------------------
GMAC3730-B All Space - San Marcos - - - - -
GMAC3730-C All Space - Garden Grove - - - - -
GMAC3730-D All Space - Huntington Beach - - - - -
GMAC2500 Xxxxxxxxx Center 6.250 0.0613 16,000,000 15,956,938 117
GMAC4160 Hathaway Court Apartments 7.410 0.1263 15,440,000 15,430,383 119
------------------------------------------------------------------------------------------------------------------------------------
GMAC2080 Xxx Xxxxxxxxxx Xxxxx 7.490 0.1263 14,800,000 14,781,872 142
GMAC3980 Windward Concourse 6.875 0.1263 13,500,000 13,490,340 119
GMAC4580 Westchester Shopping Center 7.170 0.1263 13,500,000 13,439,862 78
GMAC3180 Arbor Trail Apartments 6.510 0.1263 12,400,000 12,400,000 116
GMAC2380 Promenade at Red Cliff 6.500 0.1263 11,000,000 10,952,273 115
------------------------------------------------------------------------------------------------------------------------------------
GMAC2470 The River Inn 7.000 0.1263 10,100,000 10,064,340 141
GMAC1690 Heritage Place Office Tower 7.250 0.1263 10,000,000 9,974,333 118
GMAC1360 Colonial Trace & Summerfield Apartments 7.000 0.1263 10,000,000 9,960,947 115
XXXX0000-X Xxxxxxxx Xxxxx Xxxxxxxxxx - - - - -
XXXX0000-X Summerfield Apartments - - - - -
------------------------------------------------------------------------------------------------------------------------------------
GMAC3490 Courtyard by Marriott - Irving 7.000 0.1263 9,950,000 9,914,870 117
GMAC1600 Foxfire I & II Apartments 6.750 0.1263 9,480,000 9,457,042 117
GMAC1600-A Foxfire I & II Apartments - - - - -
GMAC1600-B Xxxxxxx Xxxx Xxxxxxxxxx - - - - -
XXXX0000 0000-0000 Xxxxxxxx Xxxxxx 7.650 0.1263 9,000,000 8,994,747 119
------------------------------------------------------------------------------------------------------------------------------------
GMAC1350 Colchester Facility 6.875 0.1263 9,000,000 8,972,241 116
GMAC2450 The Gardens of Xxxxxxxxxx 7.110 0.1263 8,800,000 8,748,282 115
GMAC4480 Pontiac Place 7.250 0.1263 8,700,000 8,661,924 114
GMAC2530 Roseville-Xxxxxx Medical Office Building 7.200 0.1263 8,600,000 8,572,652 140
GMAC2720 Staples & Linens 'N Things 6.750 0.1263 8,100,000 8,087,993 190
------------------------------------------------------------------------------------------------------------------------------------
GMAC1170 Applewood on the Green Apartments 6.550 0.1263 8,000,000 7,973,469 116
GMAC2880 Union Foods Industrial Building 6.880 0.1263 7,800,000 7,768,752 115
GMAC1100 000-000 Xxxxx Xxxxxx Xxxxxxxxx 6.430 0.1263 7,550,000 7,523,975 116
GMAC2090 Mountain View Corp. Center 7.030 0.1263 7,500,000 7,500,000 115
GMAC3810 Coronado Plaza 6.900 0.1263 7,500,000 7,494,667 119
------------------------------------------------------------------------------------------------------------------------------------
GMAC3340 Willowbend Apartments 6.670 0.1263 7,425,000 7,413,774 118
GMAC2930 Vista Del Sol - Uniprop NCII 6.260 0.0413 7,400,000 7,373,851 122
GMAC4070 Alpine Lake Apartments 7.150 0.1263 7,200,000 7,195,198 119
GMAC4190 Valley River Court Apartments 7.260 0.1263 7,025,000 7,020,447 119
GMAC3150 1347 Partnership 6.680 0.1263 7,000,000 6,989,442 118
------------------------------------------------------------------------------------------------------------------------------------
GMAC4030 U.S. Justice Building 7.250 0.1263 6,750,000 6,745,614 119
GMAC2920 Valley View - Uniprop NCII 6.060 0.0413 6,750,000 6,725,097 122
GMAC1530 Hacienda Care II/III, LLC 7.330 0.1263 6,645,000 6,615,820 116
GMAC1530-A Xxxxx Care Center - - - - -
GMAC1530-B Community Care Center - - - - -
------------------------------------------------------------------------------------------------------------------------------------
GMAC4310 Park Palace Apartments 7.350 0.1263 6,550,000 6,541,673 118
GMAC1050 0000 Xxxxx Xxxxxxx Xxxxxx 6.375 0.1263 6,525,000 6,499,387 117
GMAC1850 Leisure Village Assisted Living 7.570 0.1263 6,320,000 6,299,793 117
Credit Servicing
Loan Maturity Due Monthly Amortization Tenant Fee
Number or ARD Date Payment ($) Type Prepayment Provisions Lease Rate (%)
====================================================================================================================================
GMAC3730 1/10/14 10 112,950 Balloon Lock/25_Defeasance/155 0.1263
GMAC3730-A - - - - - -
------------------------------------------------------------------------------------------------------------------------------------
GMAC3730-B - - - - - -
GMAC3730-C - - - - - -
GMAC3730-D - - - - - -
GMAC2500 11/10/08 10 99,457 Balloon Lock/27_Defeasance/93 0.0613
GMAC4160 1/10/09 10 108,137 Balloon Lock/25_Defeasance/92_0%/3 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC2080 12/10/10 10 104,491 Balloon Lock/26_Defeasance/112_0%/6 0.1263
GMAC3980 1/10/09 10 89,582 Balloon Lock/25_Defeasance/89_0%/6 0.1263
GMAC4580 8/10/05 10 92,323 Balloon Lock/30_Defeasance/48_0%/6 0.1263
GMAC3180 10/10/08 10 79,229 Interest Only, Then Amortizing Lock/28_Defeasance/86_0%/6 0.1263
GMAC2380 9/10/08 10 70,210 Balloon Lock/29_Defeasance/85_0%/6 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC2470 11/1/10 1 72,037 Hyperamortizing Lock/48_Defeasance/95_0%/1 0.1263
GMAC1690 12/10/08 10 75,224 Balloon Lock/26_Defeasance/88_0%/6 0.1263
GMAC1360 9/1/08 1 67,213 Balloon Lock/30_Defeasance/84_0%/6 0.1263
GMAC1360-A - - - - - -
GMAC1360-B - - - - - -
------------------------------------------------------------------------------------------------------------------------------------
GMAC3490 11/1/08 1 70,967 Hyperamortizing Lock/48_Defeasance/71_0%/1 0.1263
GMAC1600 11/10/08 10 62,115 Balloon Lock/27_Defeasance/93 0.1263
GMAC1600-A - - - - - -
GMAC1600-B - - - - - -
GMAC3700 1/10/09 10 64,541 Balloon Lock/25_Defeasance/95 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC1350 10/1/08 1 59,729 Balloon Lock/29_Defeasance/85_0%/6 0.1263
GMAC2450 9/1/08 1 63,397 Balloon Lock/30_Defeasance/84_0%/6 0.1263
GMAC4480 8/1/08 1 59,977 Balloon Lock/31_Defeasance/83_0%/6 0.1263
GMAC2530 10/10/10 10 58,376 Balloon Lock/28_Defeasance/110_0%/6 0.1263
GMAC2720 12/10/14 10 53,067 Balloon Lock/26_Defeasance/163_0%/3 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC1170 10/10/08 10 51,334 Balloon Lock/28_Defeasance/86_0%/6 0.1263
GMAC2880 9/10/08 10 51,787 Balloon Lock/29_Defeasance/85_0%/6 0.1263
GMAC1100 10/10/08 10 47,917 Balloon Lock/28_Defeasance/86_0%/6 0.1263
GMAC2090 9/10/08 10 50,559 Interest Only, Then Amortizing Lock/29_Defeasance/85_0%/6 0.1263
GMAC3810 1/10/09 10 49,895 Balloon Lock/25_Defeasance/95 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC3340 12/10/08 10 48,243 Balloon Lock/26_Defeasance/94 0.1263
GMAC2930 4/10/09 10 46,053 Hyperamortizing Lock/28_Defeasance/89_0%/9 0.0413
GMAC4070 1/10/09 10 49,132 Balloon Lock/25_Defeasance/89_0%/6 0.1263
GMAC4190 1/10/09 10 48,471 Balloon Lock/25_Defeasance/92_0%/3 0.1263
GMAC3150 12/10/08 10 45,529 Balloon Lock/26_Defeasance/91_0%/3 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC4030 1/10/09 10 46,526 Balloon Lock/25_Defeasance/89_0%/6 0.1263
GMAC2920 4/10/09 10 41,117 Hyperamortizing Lock/28_Defeasance/89_0%/9 0.0413
GMAC1530 10/1/08 1 48,830 Balloon Lock/29_Defeasance/85_0%6 0.1263
GMAC1530-A - - - - - -
GMAC1530-B - - - - - -
------------------------------------------------------------------------------------------------------------------------------------
GMAC4310 12/5/08 5 45,606 Balloon Lock/27_Defeasance/87_0%/6 0.1263
GMAC1050 11/10/08 10 43,923 Balloon Lock/27_Defeasance/93 0.1263
GMAC1850 11/1/08 1 47,444 Balloon Lock/28_Defeasance/86_0%/6 0.1263
Remaining
Servicing Term to
Loan Mortgage Fee Original Cut-off Date Maturity
Number Property Name Rate (%) Rate (%) Balance ($) Balance ($) (Mos.)
====================================================================================================================================
GMAC2600 Sherwood Apartments 6.450 0.1263 6,160,000 6,139,117 116
GMAC4680 Hampton Inn - Solon 8.188 0.1263 6,100,000 6,094,686 119
------------------------------------------------------------------------------------------------------------------------------------
GMAC2660 Somerset Business Park 6.230 0.1263 6,000,000 5,983,783 117
GMAC3100 Westridge Shopping Center 6.470 0.1263 6,000,000 5,976,820 117
GMAC1410 Congress Care Center 6.540 0.1263 6,000,000 5,967,889 36
GMAC1260 Brittany Acres Apartments 6.260 0.1263 6,000,000 5,859,905 79
------------------------------------------------------------------------------------------------------------------------------------
GMAC1400 Comp USA - Xxxxxx & Xxxxx 6.860 0.1263 5,850,000 5,826,465 115
GMAC2870 Twelve Oaks Townhomes 6.640 0.1263 5,800,000 5,771,008 114
GMAC3300 Platinum Properties 5.875 0.1263 5,600,000 5,589,769 118
XXXX0000-X Xxxxxxxx Xxxxx Xxxxxxxxxx - - - - -
XXXX0000-X Cody Apartments - - - - -
------------------------------------------------------------------------------------------------------------------------------------
GMAC3300-C Midvale Manor Apartments - - - - -
XXXX0000-X Xxx Xxxxxxx Xxxxxxxxxx - - - - -
XXXX0000-X Xxxxxx Xxxxx Xxxxxxxxxx - - - - -
XXXX0000 Greenbryre Apartments 7.350 0.1263 5,500,000 5,493,008 118
GMAC2590 Xxxxx Xxxxx Apartments 6.000 0.1263 5,500,000 5,490,238 118
------------------------------------------------------------------------------------------------------------------------------------
GMAC4170 Xxxxxxx Corporate Center 7.500 0.1263 5,450,000 5,446,686 000
XXXX0000 Xxxxxxxx Xxxxx Xxxxxxxx Xxxx 6.210 0.1263 5,440,000 5,425,235 117
GMAC1110 Madison House Apartments 7.000 0.1263 5,400,000 5,377,609 000
XXXX0000 Xxxx Xxxx Xxxxxx 6.350 0.1263 5,325,000 5,310,969 237
GMAC3850 Cypress Corporate Center 7.250 0.1263 5,250,000 5,246,589 119
------------------------------------------------------------------------------------------------------------------------------------
GMAC3210 K-Mart 6.970 0.1263 4,975,000 4,961,608 223
GMAC2170 NEI Portfolio I- Xxxxx Xxxxx Center 7.110 0.1263 4,950,000 4,927,656 114
GMAC1450 Xxxxx Moving and Storage 6.380 0.1263 4,900,000 4,874,589 116
GMAC1450-A Xxxxx Moving and Storage - - - - -
------------------------------------------------------------------------------------------------------------------------------------
GMAC1450-B Xxxxx Moving and Storage - - - - -
GMAC1450-C Xxxxx Moving and Storage - - - - -
GMAC1450-X Xxxxx Moving and Storage - - - - -
GMAC4350 Seasons Chase Apartments 7.350 0.1263 4,800,000 4,793,898 118
GMAC2440 Retirement and Nursing Center - Austin, Ltd. 7.770 0.1263 4,700,000 4,670,676 114
------------------------------------------------------------------------------------------------------------------------------------
GMAC1740 INS Building 6.600 0.1263 4,700,000 4,623,727 175
GMAC3640 Xxxxxxx Building 7.250 0.1263 4,650,000 4,589,669 117
GMAC1860 Linden West and East Apartments 6.830 0.1263 4,560,000 4,545,792 116
GMAC4020 Sherwood Forest Apartments 7.000 0.1263 4,500,000 4,493,736 118
GMAC3410 Apria Healthcare Building 7.000 0.1263 4,400,000 4,396,950 119
------------------------------------------------------------------------------------------------------------------------------------
GMAC3190 Foxboro & Xxxxxxxx Pointe Apartments 7.000 0.1263 4,400,000 4,393,875 178
GMAC2830 The Trade Center 7.200 0.1263 4,340,000 4,337,143 119
GMAC3200 Candlewood Apartments 6.160 0.1263 4,343,000 4,331,088 117
GMAC4330 Pelham Ridge Apartments 7.350 0.1263 4,300,000 4,294,533 118
GMAC3110 Willshire Cove Apartments 6.140 0.1263 4,300,000 4,288,156 117
------------------------------------------------------------------------------------------------------------------------------------
GMAC1480 Desert Wind Apartments 6.020 0.1263 4,300,000 4,283,999 116
GMAC2370 Promenade at Beach Boulevard 7.125 0.1263 4,300,000 4,283,650 115
GMAC2990 Sunshine Village 6.370 0.0413 4,290,000 4,270,878 121
GMAC3560 Kew Gardens Apartments 6.750 0.1263 4,250,000 4,246,862 119
GMAC3030 Village on the Green Apartments 6.220 0.1263 4,240,000 4,224,887 116
------------------------------------------------------------------------------------------------------------------------------------
Credit Servicing
Loan Maturity Due Monthly Amortization Tenant Fee
Number or ARD Date Payment ($) Type Prepayment Provisions Lease Rate (%)
====================================================================================================================================
GMAC2600 10/10/08 10 39,115 Balloon Lock/29_Defeasance/85_0%/6 0.1263
GMAC4680 1/1/09 1 48,321 Hyperamortizing Lock/48_Defeasance/71_0%/1 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC2660 11/10/08 10 37,217 Balloon Lock/27_Defeasance/87_0%/6 0.1263
GMAC3100 11/10/08 10 40,751 Balloon Lock/27_Defeasance/90_0%/3 0.1263
GMAC1410 1/31/02 1 40,663 Balloon Lock/34_0%/6 0.1263
GMAC1260 9/10/05 10 59,644 Balloon Lock/28_Defeasance/50_0%/6 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC1400 9/10/08 10 38,761 Hyperamortizing >YM or 1%/114_0%/6 0.1263
GMAC2870 8/1/08 1 37,570 Balloon Lock/31_Defeasance/83_0%/6 0.1263
GMAC3300 12/10/08 10 33,433 Balloon Lock/26_Defeasance/94 0.1263
GMAC3300-A - - - - - -
GMAC3300-B - - - - - -
------------------------------------------------------------------------------------------------------------------------------------
GMAC3300-C - - - - - -
GMAC3300-D - - - - - -
GMAC3300-E - - - - - -
GMAC4340 12/5/08 5 38,295 Balloon Lock/27_Defeasance/87_0%/6 0.1263
GMAC2590 12/10/08 10 33,285 Balloon Lock/26_Defeasance/91_%/3 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC4170 1/10/09 10 38,511 Balloon Lock/25_Defeasance/89_0%/6 0.1263
GMAC1640 11/10/08 10 33,671 Balloon Lock/27_Defeasance/87_0%/6 0.1263
GMAC1110 9/10/08 10 35,926 Balloon Lock/29_Defeasance/85_0%/6 0.1263
GMAC1280 11/10/18 10 33,454 Balloon Lock/27_Defeasance/207_0%/6 0.1263
GMAC3850 1/10/09 10 36,187 Balloon Lock/25_Defeasance/89_0%/6 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC3210 8/31/17 10 36,536 Balloon Lock/26_Defeasance/199 Yes 0.1263
GMAC2170 8/1/08 1 33,647 Balloon (>YM or 1%)+(25%)/114_0%/6 0.1263
GMAC1450 10/10/08 10 33,003 Balloon Lock/28_Defeasance/86_0%/6 0.1263
GMAC1450-A - - - - - -
------------------------------------------------------------------------------------------------------------------------------------
GMAC1450-B - - - - - -
GMAC1450-C - - - - - -
GMAC1450-D - - - - - -
GMAC4350 12/5/08 5 33,422 Balloon Lock/27_Defeasance/87_0%/6 0.1263
GMAC2440 8/1/08 1 35,915 Balloon Lock/31_Defeasance/83_0%/6 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC1740 9/10/13 10 41,448 Fully Amortizing Lock/29_Defeasance/145_0%/6 Yes 0.1263
GMAC3640 11/10/08 10 48,702 Fully Amortizing Lock/27_Defeasance/87_0%/6 0.1263
GMAC1860 10/10/08 10 30,123 Balloon Lock/28_Defeasance/92 0.1263
GMAC4020 12/10/08 10 30,248 Balloon Lock/26_Defeasance/94 0.1263
GMAC3410 1/10/09 10 29,572 Balloon Lock/25_Defeasance/92_0%/3 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC3190 12/10/13 10 29,575 Balloon Lock/26_Defeasance/151_0%3 0.1263
GMAC2830 1/10/09 10 29,765 Balloon Lock/25_Defeasance/89_0%/6 0.1263
GMAC3200 11/10/08 10 26,738 Balloon Lock/27_Defeasance/93 0.1263
GMAC4330 12/5/08 5 29,940 Balloon Lock/27_Defeasance/87_0%/6 0.1263
GMAC3110 11/10/08 10 26,417 Balloon Lock/27_Defeasance/93 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC1480 10/10/08 10 26,080 Balloon Lock/28_Defeasance/86_0%/6 0.1263
GMAC2370 9/1/08 1 29,270 Balloon >YM or 1%/114_0%/6 0.1263
GMAC2990 3/10/09 10 27,010 Hyperamortizing Lock/29_Defeasance/88_0%/9 0.0413
GMAC3560 1/10/09 10 27,841 Balloon Lock/25_Defeasance/92_0%/3 0.1263
GMAC3030 10/10/08 10 26,275 Balloon Lock/28_Defeasance/92 0.1263
------------------------------------------------------------------------------------------------------------------------------------
Remaining
Servicing Term to
Loan Mortgage Fee Original Cut-off Date Maturity
Number Property Name Rate (%) Rate (%) Balance ($) Balance ($) (Mos.)
====================================================================================================================================
GMAC2550 Xxxxx Safeway Center 6.880 0.1263 4,225,000 4,208,074 175
GMAC3060 Vista Court Apartments 6.030 0.1263 4,080,000 4,063,040 177
GMAC1590 Forest Ridge & Vistas Apartments 7.875 0.1263 4,000,000 3,988,927 179
GMAC2800 Super 8 Motel 7.250 0.1263 4,000,000 3,986,474 117
------------------------------------------------------------------------------------------------------------------------------------
GMAC3140 000-000 Xxxxxxxx Xxxxxx 6.920 0.1263 4,000,000 3,979,450 129
GMAC2230 Orangeburg Nursing Home 7.500 0.1263 3,900,000 3,878,545 115
GMAC1730 Hycor Biomedical - Control Income Properties I 6.770 0.1263 3,800,000 3,784,419 115
GMAC1020 000-000 Xxxxxx Xxxxxxx Office/Warehouse Buildings 6.500 0.1263 3,775,000 3,760,489 117
GMAC4280 Highland Industrial Building 7.360 0.1263 3,750,000 3,747,633 119
------------------------------------------------------------------------------------------------------------------------------------
GMAC1190 Xxxxxx & Noble Bookstore 6.010 0.1263 3,750,000 3,739,386 177
GMAC2610 Sherwood Village Apartments 6.240 0.1263 3,750,000 3,726,918 237
GMAC3440 Camino de la Reina Offices 6.950 0.1263 3,700,000 3,685,420 179
GMAC4080 Bonaventure & La Residencia Apartments 7.250 0.1263 3,600,000 3,595,302 118
GMAC2910 Swan Meadow Village - Uniprop NCII 6.060 0.0413 3,600,000 3,586,718 122
------------------------------------------------------------------------------------------------------------------------------------
GMAC3940 KMart/Xxxx Xxxxx Shopping Center 7.000 0.1263 3,600,000 3,572,621 154
GMAC2651 Skyview Living Center of SA 6.780 0.1263 3,547,000 3,519,957 115
GMAC3760 Xxxxx Center 7.260 0.1263 3,500,000 3,495,444 118
GMAC1780 Xxxx Limited Edition 7.600 0.1263 3,500,000 3,494,260 239
GMAC2510 The Roosevelt 7.150 0.1263 3,500,000 3,485,908 115
------------------------------------------------------------------------------------------------------------------------------------
GMAC1380 Comfort Suites - Highlands Ranch 6.375 0.1263 3,500,000 3,478,821 237
GMAC2190 North River Business Center 7.080 0.1263 3,400,000 3,379,917 115
GMAC1420 Copper Croft Apartments 6.770 0.1263 3,300,000 3,286,469 115
GMAC4200 Victorian Square Apartments 7.250 0.1263 3,250,000 3,247,888 119
GMAC1910 Mandarin Emporium Shopping Center 7.250 0.1263 3,200,000 3,193,238 118
------------------------------------------------------------------------------------------------------------------------------------
GMAC3320 Whisperwood Apartments 6.940 0.1263 3,200,000 3,190,274 116
GMAC1070 000 Xxx Xxxx 6.380 0.1263 3,200,000 3,188,984 116
GMAC1790 Xx Xxxxxx Del Rey Apartments 6.370 0.1263 3,200,000 3,188,038 116
GMAC2300 Peachtree Executive Office Park 6.210 0.1263 3,187,500 3,178,849 117
GMAC2560 Xxxxxxx Home for Adults 8.010 0.1263 3,200,000 3,166,896 174
------------------------------------------------------------------------------------------------------------------------------------
GMAC3010 Valleyfield Apartments 5.750 0.1263 3,100,000 3,067,750 177
GMAC3710 0000 00xx Xxxxxx & 273 Avenue P 7.240 0.1263 3,000,000 2,996,074 118
XXXX0000-X 000 Xxxxxx X Xxxxxxxxxx - - - - -
XXXX0000-X Pershing Arms Apartments - - - - -
------------------------------------------------------------------------------------------------------------------------------------
GMAC3170 00-00 00xx Xxxxx Apartments 6.730 0.1263 3,000,000 2,992,714 117
GMAC2840 Town Hall Shoppes 6.375 0.1263 3,000,000 2,992,137 117
GMAC1340 Claremont Corporate Center II 6.530 0.1263 3,000,000 2,991,867 117
GMAC2640 Xxxxx Building 6.090 0.1263 3,000,000 2,989,003 116
GMAC2820 Xxxxx Xxxxx Apartments 6.990 0.1263 3,000,000 2,988,259 115
------------------------------------------------------------------------------------------------------------------------------------
GMAC2460 Rite Aid - Fremont 7.000 0.1263 2,960,000 2,953,437 238
GMAC2580 Xxxxxxxx Portfolio 7.200 0.1263 2,950,000 2,922,866 000
XXXX0000-X Xxxx Xxxxxx - - - - -
XXXX0000-X Xxxxxxxxxxx Center - - - - -
GMAC2580-C Mantra Center - - - - -
------------------------------------------------------------------------------------------------------------------------------------
XXXX0000-X Xxxxxxxx Xxxxxx - - - - -
XXXX0000 Casa Real Apartments 7.000 0.1263 2,920,000 2,915,935 118
Credit Servicing
Loan Maturity Due Monthly Amortization Tenant Fee
Number or ARD Date Payment ($) Type Prepayment Provisions Lease Rate (%)
====================================================================================================================================
GMAC2550 9/10/13 10 28,051 Balloon Lock/29_Defeasance/145_0%/6 0.1263
GMAC3060 11/10/13 10 26,580 Balloon Lock/27_Defeasance/153 0.1263
GMAC1590 1/10/14 10 38,198 Fully Amortizing Lock/25_Defeasance/152_0%/3 0.1263
GMAC2800 11/1/08 1 29,183 Hyperamortizing Lock/48_Defeasance/71_0%/1 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC3140 11/10/09 10 30,387 Balloon Lock/27_Defeasance/105 0.1263
GMAC2230 9/1/08 1 29,097 Balloon Lock/30_Defeasance/84_0%/6 0.1263
GMAC1730 9/1/08 1 24,946 Balloon Lock/30_Defeasance/84_0%/6 0.1263
GMAC1020 11/10/08 10 25,711 Balloon Lock/27_Defeasance/93 0.1263
GMAC4280 1/10/09 10 26,134 Balloon Lock/25_Defeasance/89_0%/6 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC1190 11/10/13 10 22,717 Balloon Lock/27_Defeasance/147_0%/6 0.1263
GMAC2610 11/10/18 10 27,585 Fully Amortizing Lock/27_Defeasance/213 0.1263
GMAC3440 1/10/14 10 36,723 Fully Amortizing Lock/25_Defeasance/155 0.1263
GMAC4080 12/10/08 10 24,817 Balloon Lock/26_Defeasance/91_0%/3 0.1263
GMAC2910 4/10/09 10 21,929 Hyperamortizing Lock/28_Defeasance/89_0%/9 0.0413
------------------------------------------------------------------------------------------------------------------------------------
GMAC3940 12/10/11 10 35,348 Fully Amortizing Lock/26_Defeasance/124_0%/6 0.1263
GMAC2651 9/1/08 1 27,243 Balloon Lock/29_Defeasance/84_0%/6 0.1263
GMAC3760 12/10/08 10 24,152 Balloon Lock/26_Defeasance/88_0%/6 0.1263
GMAC1780 1/10/19 10 28,645 Fully Amortizing Lock/25_Defeasance/35_0%/1 0.1263
GMAC2510 9/1/08 1 23,639 Balloon Lock/30_Defeasance/84_0%/6 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC1380 11/1/18 1 26,027 Fully Amortizing Lock/36_Defeasance/203_0%/1 0.1263
GMAC2190 9/10/08 10 24,428 Balloon Lock/29_Defeasance/85_0%/6 0.1263
GMAC1420 9/1/08 1 21,663 Balloon Lock/30_Defeasance/84_0%/6 0.1263
GMAC4200 1/10/09 10 22,402 Balloon Lock/25_Defeasance/95 0.1263
GMAC1910 12/10/08 10 23,348 Balloon Lock/26_Defeasance/88_0%/6 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC3320 10/10/08 10 21,379 Balloon Lock/28_Defeasance/92 0.1263
GMAC1070 10/10/08 10 20,170 Balloon Lock/28_Defeasance/92 0.1263
GMAC1790 10/1/08 1 19,953 Balloon Lock/29_Defeasance/85_0%/6 0.1263
GMAC2300 11/10/08 10 19,729 Balloon Lock/27_Defeasance/87_0%/6 0.1263
GMAC2560 8/1/13 1 26,786 Balloon Lock/31_Defeasance/143_0%6 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC3010 11/10/13 10 25,880 Fully Amortizing Lock/27_Defeasance/153 0.1263
GMAC3710 12/10/08 10 20,660 Balloon Lock/26_Defeasance/94 0.1263
GMAC3710-A - - - - - -
GMAC3710-B - - - - - -
------------------------------------------------------------------------------------------------------------------------------------
GMAC3170 11/10/08 10 19,612 Balloon Lock/27_Defeasance/88_Lock/5 0.1263
GMAC2840 11/10/08 10 18,897 Balloon Lock/27_Defeasance/93 0.1263
GMAC1340 11/10/08 10 19,021 Balloon Lock/27_Defeasance/87_0%/6 0.1263
GMAC2640 10/10/08 10 18,333 Balloon Lock/28_Defeasance/92 0.1263
GMAC2820 9/1/08 1 20,143 Balloon Lock/30_Defeasance/84_0%/6 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC2460 12/10/18 10 21,114 Balloon Lock/26_Defeasance/208_0%/6 Yes 0.1263
GMAC2580 9/10/18 10 23,413 Fully Amortizing Lock/29_Defeasance/205_0%/6 0.1263
GMAC2580-A - - - - - -
GMAC2580-B - - - - - -
GMAC2580-C - - - - - -
------------------------------------------------------------------------------------------------------------------------------------
GMAC2580-D - - - - - -
GMAC3670 12/10/08 10 19,627 Balloon Lock/26_Defeasance/94 0.1263
Remaining
Servicing Term to
Loan Mortgage Fee Original Cut-off Date Maturity
Number Property Name Rate (%) Rate (%) Balance ($) Balance ($) (Mos.)
====================================================================================================================================
GMAC2480 River Ten Apartments 6.970 0.1263 2,889,000 2,877,645 115
GMAC1580 Fernwood Apartments 6.740 0.1263 2,845,000 2,845,000 114
GMAC3950 Marina Lakes Office Building 7.100 0.1263 2,850,000 2,843,618 117
------------------------------------------------------------------------------------------------------------------------------------
GMAC1130 000 Xxxx Xxxxx Xxxx Medical Office Building 6.280 0.1263 2,840,000 2,830,008 116
GMAC1180 Audubon Manor Apartments 6.850 0.1263 2,800,000 2,790,463 116
GMAC1230 Sabal Ridge Shopping Center 6.240 0.1263 2,800,000 2,790,063 176
GMAC2340 Xxxxxxx Center 6.470 0.1263 2,800,000 2,789,183 117
GMAC2900 River Walk - Uniprop NCII 6.060 0.0413 2,775,000 2,764,762 122
------------------------------------------------------------------------------------------------------------------------------------
GMAC1540 Eustis Plaza 6.580 0.1263 2,700,000 2,692,243 118
GMAC1030 0000 Xxxxxx Xxxxxx 6.375 0.1263 2,650,000 2,639,598 117
GMAC2400 Rancho Mill Apartments 6.600 0.1263 2,620,000 2,603,238 115
GMAC3590 Ridgewood Heights Apartments 6.950 0.1263 2,560,000 2,556,391 118
GMAC1570 Fairfield Inn by Marriott 6.500 0.1263 2,550,000 2,540,209 118
------------------------------------------------------------------------------------------------------------------------------------
GMAC2250 Pacific Care Center 7.490 0.1263 2,475,000 2,461,361 115
GMAC2790 Sugar Creek Apartments 6.125 0.1263 2,400,000 2,391,268 116
GMAC1370 Comfort Inn - Stafford, VA 7.000 0.1263 2,400,000 2,377,675 177
GMAC3500 San Souci Apartments & Esquire House Apartments 6.000 0.1263 2,300,000 2,293,476 117
GMAC3500-A Esquire House Apartments - - - - -
------------------------------------------------------------------------------------------------------------------------------------
GMAC3500-B Xxx Xxxxx Xxxxxxxxxx - - - - -
XXXX0000 Crystalaire Mobile Home Park 6.740 0.1263 2,300,000 2,290,509 115
GMAC2280 Parkview Apartments 6.470 0.1263 2,300,000 2,281,748 116
GMAC2670 Spring Plaza Office Center 7.250 0.1263 2,260,000 2,255,105 117
GMAC1510 Eastlake Apartments 6.120 0.1263 2,200,000 2,196,203 118
------------------------------------------------------------------------------------------------------------------------------------
GMAC2310 Peachtree Northeast Business Park 6.210 0.1263 2,130,000 2,124,219 117
GMAC2210 Oakdale Manor Cooperative Apartments 7.250 0.1263 2,100,000 2,098,636 119
GMAC2710 Staples Plaza 7.450 0.1263 2,100,000 2,095,657 173
GMAC1220 Bayshore Manor Office and Apartments 5.940 0.1263 2,100,000 2,092,051 176
------------------------------------------------------------------------------------------------------------------------------------
GMAC2410 Xxxxxxx Retirement Manor 7.560 0.1263 2,100,000 2,086,406 114
GMAC2890 Mill Run - Uniprop NCII 6.060 0.0413 2,090,000 2,082,289 122
GMAC2680 Spruce Pointe Apartments 6.030 0.1263 2,080,000 2,072,015 177
GMAC3570 Market Place Shopping Center 6.240 0.1263 2,050,000 2,029,580 117
GMAC1700 Heritage Square Shopping Center 6.875 0.1263 2,025,000 2,016,879 115
------------------------------------------------------------------------------------------------------------------------------------
GMAC4740 Eckerd's Clarksville 7.970 0.1263 2,006,513 2,000,323 235
GMAC1500 Drewbar Apartments 6.750 0.1263 2,000,000 1,997,035 118
GMAC1930 The Xxxxxxx Apartments 6.750 0.1263 2,000,000 1,995,164 177
GMAC1720 Xxxxx Park Apartments 6.120 0.1263 2,000,000 1,992,716 116
GMAC2760 Stor-All Self Storage - Marietta 6.000 0.1263 2,000,000 1,992,526 116
------------------------------------------------------------------------------------------------------------------------------------
GMAC3220 Mission Garden Apartments 6.000 0.1263 2,000,000 1,991,645 117
GMAC1760 Karrington Care Center 6.940 0.1263 2,000,000 1,990,585 116
GMAC1390 Commerce Corner Shopping Center 6.770 0.1263 2,000,000 1,990,301 116
GMAC3930 Xxxxxxxx Place Apartments 7.000 0.1263 1,920,000 1,917,327 118
GMAC4750 Eckerd's Shelbyville 7.970 0.1263 1,921,438 1,914,666 235
------------------------------------------------------------------------------------------------------------------------------------
GMAC4630 Heritage House Apartments 7.250 0.1263 1,880,000 1,878,778 119
GMAC1140 000 Xxxxx Xxxxxx 7.250 0.1263 1,890,000 1,876,451 116
GMAC2200 Northwood Apartments 5.830 0.1263 1,875,000 1,867,735 116
Credit Servicing
Loan Maturity Due Monthly Amortization Tenant Fee
Number or ARD Date Payment ($) Type Prepayment Provisions Lease Rate (%)
====================================================================================================================================
GMAC2480 9/1/08 1 19,359 Balloon Lock/30_Defeasance/84_0%/6 0.1263
GMAC1580 8/10/08 10 18,619 Interest Only, Then Amortizing Lock/30_Defeasance/84_0%/6 0.1263
GMAC3950 11/10/08 10 19,351 Balloon Lock/27_Defeasance/87_0%/6 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC1130 10/10/08 10 17,712 Balloon Lock/28_Defeasance/86_0%/6 0.1263
GMAC1180 10/10/08 10 18,347 Balloon Lock/28__Defeasance/92 0.1263
GMAC1230 10/10/13 10 17,388 Balloon Lock/28_Defeasance/146_0%/6 0.1263
GMAC2340 11/10/08 10 19,017 Balloon Lock/27_Defeasance/93 0.1263
GMAC2900 4/10/09 10 16,903 Hyperamortizing Lock/28_Defeasance/89_0%/9 0.0413
------------------------------------------------------------------------------------------------------------------------------------
GMAC1540 12/10/08 10 19,166 Balloon Lock/26_Defeasance/88_0%/6 0.1263
GMAC1030 11/10/08 10 17,839 Balloon Lock/27_Defeasance/93 0.1263
GMAC2400 9/10/08 10 18,012 Balloon Lock/28_Defeasance/86_0%/6 0.1263
GMAC3590 12/10/08 10 17,120 Balloon Lock/26_Defeasance/94 0.1263
GMAC1570 12/1/08 1 19,155 Hyperamortizing Lock/36_Defeasance/80_0%/4 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC2250 9/1/08 1 18,449 Balloon Lock/30_Defeasance/84_0%/6 0.1263
GMAC2790 10/10/08 10 14,722 Balloon Lock/28_Defeasance/86_0%/6 0.1263
GMAC1370 11/1/13 1 21,707 Fully Amortizing Lock/48_Defeasance/128_0%/4 0.1263
GMAC3500 11/10/08 10 13,918 Balloon Lock/27_Defeasance/87_0%/6 0.1263
GMAC3500-A - - - - - -
------------------------------------------------------------------------------------------------------------------------------------
GMAC3500-B - - - - - -
GMAC1460 9/1/08 1 15,052 Balloon Lock/30_Defeasance/84_0%/6 0.1263
GMAC2280 10/10/08 10 17,236 Balloon Lock/28_Defeasance/92_0%/0 0.1263
GMAC2670 11/10/08 10 15,578 Balloon Lock/27_Defeasance/93 0.1263
GMAC1510 12/10/08 10 13,487 Balloon Lock/26_Defeasance/88_0%/6 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC2310 11/10/08 10 13,184 Balloon Lock/27_Defeasance/87_0%/6 0.1263
GMAC2210 1/10/09 10 14,475 Balloon Lock/25_Defeasance/95 0.1263
GMAC2710 7/10/13 10 17,816 Fully Amortizing Lock/25_Defeasance/143_0%/6 Yes 0.1263
GMAC1220 10/10/13 10 12,627 Balloon Lock/28_Defeasance/146_0%/6 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC2410 8/1/08 1 15,753 Balloon Lock/31_Defeasance/83_0%/6 0.1263
GMAC2890 4/10/09 10 12,731 Hyperamortizing Lock/28_Defeasance/89_0%/9 0.0413
GMAC2680 11/10/13 10 13,331 Balloon Lock/27_Defeasance/150_0%/3 0.1263
GMAC3570 11/10/08 10 17,666 Balloon Lock/27_Defeasance/87_0%/6 0.1263
GMAC1700 9/10/08 10 13,438 Balloon Lock/29_Defeasance/85_0%/6 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC4740 9/1/18 1 16,412 Fully Amortizing Lock/60_Defeasance/175_0%/2 Yes 0.1263
GMAC1500 12/10/08 10 13,103 Balloon Lock/26_Defeasance/94 0.1263
GMAC1930 11/10/13 10 13,102 Balloon Lock/27_Defeasance/147_0%/6 0.1263
GMAC1720 10/10/08 10 12,262 Balloon Lock/28_Defeasance/92 0.1263
GMAC2760 10/10/08 10 12,104 Balloon Lock/28_Defeasance/86_0%/6 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC3220 11/10/08 10 12,992 Balloon Lock/27_Defeasance/93 0.1263
GMAC1760 10/1/08 1 14,188 Balloon Lock/29_Defeasance/85_0%/6 0.1263
GMAC1390 10/10/08 10 13,969 Balloon Lock/28_Defeasance/86_0%/6 0.1263
GMAC3930 12/10/08 10 12,906 Balloon Lock/26_Defeasance/94 0.1263
GMAC4750 9/1/18 1 16,137 Fully Amortizing Lock/60_Defeasance/175_0%/2 Yes 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC4630 1/10/09 10 12,958 Balloon Lock/25_Defeasance/95 0.1263
GMAC1140 10/10/08 10 15,060 Balloon Lock/28 _Defeasance/87_0%/5 0.1263
GMAC2200 10/10/08 10 11,140 Balloon Lock/28_Defeasance/92 0.1263
Remaining
Servicing Term to
Loan Mortgage Fee Original Cut-off Date Maturity
Number Property Name Rate (%) Rate (%) Balance ($) Balance ($) (Mos.)
====================================================================================================================================
GMAC2700 St. Xxxx Building 7.310 0.1263 1,800,000 1,793,423 175
GMAC2850 Travelodge Hotel 6.250 0.1263 1,800,000 1,792,786 119
------------------------------------------------------------------------------------------------------------------------------------
GMAC1920 Martindale Court 5.875 0.1263 1,750,000 1,743,284 116
GMAC1270 Brittany Apartments 7.150 0.1263 1,720,000 1,717,696 118
GMAC2860 Tutor Time & Burger King 5.800 0.1263 1,720,000 1,713,294 116
GMAC2860-A Tutor Time Child Care Facility - - - - -
GMAC2860-B Burger King - - - - -
------------------------------------------------------------------------------------------------------------------------------------
GMAC1210 Best Western Battlefield Inn 7.000 0.1263 1,700,000 1,689,811 118
GMAC3070 Walgreens-San Marcos 6.280 0.1263 1,700,000 1,677,538 176
GMAC1650 Eckerd Drug Store 6.800 0.1263 1,645,000 1,637,064 230
GMAC1330 Claremont Corporate Center I 7.375 0.1263 1,630,000 1,622,443 114
GMAC2490 RiverQuick Apartments 6.625 0.1263 1,625,000 1,618,131 115
------------------------------------------------------------------------------------------------------------------------------------
GMAC2150 NEI Portfolio I - Frontage Rd 7.110 0.1263 1,625,000 1,617,665 114
GMAC1010 000 Xxxxxxxxxx Xxxxxx Office 6.280 0.1263 1,600,000 1,598,675 119
GMAC1900 Maison Terrebonne Apartments 7.150 0.1263 1,600,000 1,596,131 118
GMAC1520 Eckerd Drug Store - Lithonia 5.730 0.1263 1,600,000 1,587,479 213
GMAC3690 000-000 Xxxx 00xx Xxxxxx 7.000 0.1263 1,560,000 1,558,919 119
------------------------------------------------------------------------------------------------------------------------------------
GMAC1890 Main Line Professional Center 7.080 0.1263 1,550,000 1,544,049 115
GMAC3420 ATC Building 7.480 0.1263 1,545,000 1,541,822 117
GMAC3920 Halliburton Center 7.500 0.1263 1,500,000 1,495,145 117
GMAC2780 Stratford Commons Apartments 6.160 0.1263 1,500,000 1,494,584 116
GMAC2420 Redwood Village Assisted Living 6.810 0.1263 1,500,000 1,494,529 177
------------------------------------------------------------------------------------------------------------------------------------
GMAC2770 Stor All Self Storage - Xxxxxx 6.000 0.1263 1,500,000 1,494,394 116
GMAC1660 Eckerd Drug Store 6.540 0.1263 1,480,000 1,472,532 230
GMAC1040 00xx Xxxxxx Industrial 7.150 0.1263 1,425,000 1,398,600 174
GMAC1770 Xxxxxx Avenue Apartments 6.150 0.1263 1,400,000 1,397,601 118
GMAC3650 Murfreesboro Nursing Center 7.840 0.1263 1,400,000 1,397,368 118
------------------------------------------------------------------------------------------------------------------------------------
GMAC1810 Lakewood Apartments 6.650 0.1263 1,400,000 1,394,491 117
GMAC1670 Eckerd Drug Store 6.540 0.1263 1,385,000 1,378,012 224
GMAC1820 Lakewood Park Apartments 7.000 0.1263 1,350,000 1,343,263 114
GMAC2050 Xxxxxxx Xxxxx Building 6.320 0.1263 1,350,000 1,340,277 142
GMAC3780 Centennial Place Apartments 7.500 0.1263 1,341,000 1,339,362 178
------------------------------------------------------------------------------------------------------------------------------------
GMAC4410 Mercedes Plaza Shopping Center 7.810 0.1263 1,320,000 1,318,728 118
GMAC2350 Perkiomen Apartments 6.850 0.1263 1,300,000 1,295,572 116
GMAC1560 Fairfield Apartments 7.000 0.2513 1,270,000 1,262,397 115
GMAC2810 Tally Ho Apartments 6.500 0.1263 1,265,000 1,261,772 117
GMAC1290 Californian Apartments 6.250 0.1263 1,250,000 1,246,636 117
------------------------------------------------------------------------------------------------------------------------------------
GMAC2740 Stor-All Self Storage - Dunwoody 6.250 0.1263 1,200,000 1,195,750 116
GMAC1750 Jernee Mill Plaza 6.900 0.2513 1,200,000 1,195,690 117
GMAC1300 Cambridge Hills Assisted Living Center 6.600 0.1263 1,200,000 1,195,464 117
GMAC3090 Westlake Village Professional 6.750 0.1263 1,125,000 1,121,431 116
GMAC1680 Office Max Retail Store 6.800 0.1263 1,100,000 1,098,390 178
------------------------------------------------------------------------------------------------------------------------------------
GMAC2750 Stor All Self Storage-Lake Worth 6.000 0.1263 1,100,000 1,096,140 116
GMAC2330 PEP Boys 6.750 0.2513 1,100,000 1,095,471 115
GMAC2290 Parkview Garden Apartments 7.100 0.1263 1,100,000 1,095,024 114
Credit Servicing
Loan Maturity Due Monthly Amortization Tenant Fee
Number or ARD Date Payment ($) Type Prepayment Provisions Lease Rate (%)
====================================================================================================================================
GMAC2700 9/1/13 1 12,482 Balloon Lock/30_Defeasance/144_0%/6 0.1263
GMAC2850 1/1/09 1 11,975 Hyperamortizing Lock/48_Defeasance/70_0%/4 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC1920 10/10/08 10 10,448 Balloon Lock/28_Defeasance/92 0.1263
GMAC1270 12/10/08 10 11,738 Balloon Lock/26_Defeasance/91_0%/3 0.1263
GMAC2860 10/10/08 10 10,185 Balloon Lock/28_Defeasance/92 0.1263
GMAC2860-A - - - - - -
GMAC2860-B - - - - - -
------------------------------------------------------------------------------------------------------------------------------------
GMAC1210 12/1/08 1 12,128 Hyperamortizing Lock/48_Defeasance/71_0%/4 0.1263
GMAC3070 10/1/13 1 14,689 Fully Amortizing Lock/29_Defeasance/145_0%/6 Yes 0.1263
GMAC1650 4/1/18 1 11,521 Balloon Lock/29_Defeasance/199_0%/6 0.1263
GMAC1330 8/10/08 10 11,258 Balloon Lock/30_Defeasance/84_0%/6 0.1263
GMAC2490 9/10/08 10 10,508 Balloon Lock/29_Defeasance/85_0%/6 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC2150 8/1/08 1 11,046 Balloon (>YM or 1%)+(25%)/114_0%/6 0.1263
GMAC1010 1/10/09 10 9,977 Balloon Lock/25_Defeasance/95 0.1263
GMAC1900 12/10/08 10 11,462 Balloon Lock/26_Defeasance/94 0.1263
GMAC1520 11/10/16 10 11,963 Fully Amortizing Lock/27_Defeasance/183_0%/6 Yes 0.1263
GMAC3690 1/10/09 10 10,485 Balloon Lock/25_Defeasance/95 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC1890 9/1/08 1 10,503 Balloon Lock/30_Defeasance/84_0%6 0.1263
GMAC3420 11/10/08 10 10,896 Balloon Lock/27_Defeasance/87_0%/6 0.1263
GMAC3920 11/10/08 10 11,191 Balloon Lock/27_Defeasance/87_0%/6 0.1263
GMAC2780 10/10/08 10 9,236 Balloon Lock/28_Defeasance/92 0.1263
GMAC2420 11/1/13 1 10,514 Balloon Lock/28_Defeasance/146_0%/6 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC2770 10/10/08 10 9,078 Balloon Lock/28_Defeasance/86_0%/6 0.1263
GMAC1660 4/1/18 1 10,119 Balloon Lock/29_Defeasance/199_0%/6 0.1263
GMAC1040 8/1/13 1 13,012 Fully Amortizing Lock/31_Defeasance/143_0%/6 0.1263
GMAC1770 12/10/08 10 8,611 Balloon Lock/26_Defeasance/91_0%/3 0.1263
GMAC3650 12/1/08 1 10,763 Balloon Lock/28_Defeasance/86_0%/6 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC1810 11/10/08 10 9,585 Balloon Lock/27_Defeasance/93 0.1263
GMAC1670 10/1/17 1 9,469 Balloon Lock/29_Defeasance/193_0%/6 0.1263
GMAC1820 8/1/08 1 8,982 Balloon Lock/31_Defeasance/83_0%/6 0.1263
GMAC2050 12/10/10 10 12,195 Fully Amortizing Lock/26_Defeasance/118 Yes 0.1263
GMAC3780 12/10/13 10 9,477 Balloon Lock/26_Defeasance/154 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC4410 12/10/08 10 9,511 Balloon Lock/26_Defeasance/91_0%/3 0.1263
GMAC2350 10/10/08 10 8,518 Balloon Lock/28_Defeasance/92 0.1263
GMAC1560 9/10/08 10 9,058 Balloon Lock/29_Defeasance/85_0%/6 0.2513
GMAC2810 11/10/08 10 8,074 Balloon Lock/27_Defeasance/93 0.1263
GMAC1290 11/10/08 10 7,770 Balloon Lock/27_Defeasance/93_0%/0 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC2740 10/10/08 10 7,460 Balloon Lock/28_Defeasance/86_0%/6 0.1263
GMAC1750 11/10/08 10 8,481 Balloon Lock/26_Defeasance/94 0.2513
GMAC1300 11/1/08 1 8,250 Balloon Lock/28_Defeasance/86_0%/6 0.1263
GMAC3090 10/10/08 10 7,371 Balloon Lock/28_Defeasance/86 _0%/6 0.1263
GMAC1680 12/10/13 10 7,244 Balloon Lock/26_Defeasance/148_0%/6 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC2750 10/10/08 10 6,595 Balloon Lock/28_Defeasance/86_0%/6 0.1263
GMAC2330 9/10/08 10 7,206 Balloon Lock/29_Defeasance/85_0%/6 0.2513
GMAC2290 8/1/08 1 7,470 Balloon Lock/31_Defeasance/83_0%/6 0.1263
Remaining
Servicing Term to
Loan Mortgage Fee Original Cut-off Date Maturity
Number Property Name Rate (%) Rate (%) Balance ($) Balance ($) (Mos.)
====================================================================================================================================
GMAC1250 Bridgestone - Firestone 7.000 0.1263 1,090,000 1,079,717 235
GMAC3130 Winterhaven Apartments 5.720 0.1263 1,057,500 1,051,373 116
------------------------------------------------------------------------------------------------------------------------------------
GMAC2730 Decatur Stor - All 6.000 0.1263 1,000,000 996,263 116
GMAC2160 NEI Portfolio I - Xxxxxxx Street Office Bldg. 7.110 0.1263 985,000 980,554 114
GMAC1320 Chief Auto Shopping Center 7.125 0.1263 910,000 904,665 115
GMAC4780 Lakeway Apartments 7.250 0.1263 900,000 899,415 119
GMAC2130 NEI Portfolio I - Congress 7.110 0.1263 890,000 885,983 114
------------------------------------------------------------------------------------------------------------------------------------
GMAC2120 NEI Portfolio I - Prospect Apartments 7.110 0.1263 750,000 746,615 114
GMAC2110 NEI Portfolio I - 00 Xxxxx Xxxxxx 7.110 0.1263 300,000 298,646 114
GMAC2140 NEI Portfolio I - Farmington 7.110 0.1263 300,000 298,646 114
1,313,693,704
Credit Servicing
Loan Maturity Due Monthly Amortization Tenant Fee
Number or ARD Date Payment ($) Type Prepayment Provisions Lease Rate (%)
====================================================================================================================================
GMAC1250 9/1/18 1 8,517 Fully Amortizing Lock/30_Defeasance/204_0%/6 Yes 0.1263
GMAC3130 10/10/08 10 6,687 Balloon Lock/28_Defeasance/86_0%/6 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC2730 10/10/08 10 6,052 Balloon Lock/28_Defeasance/86_0%/6 0.1263
GMAC2160 8/1/08 1 6,695 Balloon (>YM or 1%)+(25%)/114_0%/6 0.1263
GMAC1320 9/10/08 10 6,565 Balloon Lock/29_Defeasance/85_0%/6 0.1263
GMAC4780 1/10/09 10 6,204 Balloon Lock/25_Defeaseance/95 0.1263
GMAC2130 8/1/08 1 6,050 Balloon (>YM or 1%)+(25%)/114_0%/6 0.1263
------------------------------------------------------------------------------------------------------------------------------------
GMAC2120 8/1/08 1 5,098 Balloon (>YM or 1%)+(25%)/114_0%/6 0.1263
GMAC2110 8/1/08 1 2,039 Balloon (>YM or 1%)+(25%)/114_0%/6 0.1263
GMAC2140 8/1/08 1 2,039 Balloon (>YM or 1%)+(25%)/114_0%/6 0.1263
EXHIBIT B
THE MORTGAGE FILE
The "Mortgage File" for any Mortgage Loan shall, subject to Section 2(b),
collectively consist of the following documents:
(i) the original Mortgage Note, endorsed by the most recent endorsee prior
to the Trustee or, if none, by the originator, without recourse, either in blank
or to the order of the Trustee in the following form: "Pay to the order of
Norwest Bank Minnesota, National Association, as trustee for the registered
holders of GMAC Commercial Mortgage Securities, Inc., Mortgage Pass-Through
Certificates, Series 1999-C1, without recourse";
(ii) the original or a copy of the Mortgage and, if applicable, the
originals or copies of any intervening assignments thereof showing a complete
chain of assignment from the originator of the Mortgage Loan to the most recent
assignee of record thereof prior to the Trustee, if any, in each case with
evidence of recording indicated thereon;
(iii) an original assignment of the Mortgage, in recordable form, executed
by the most recent assignee of record thereof prior to the Trustee or, if none,
by the originator, either in blank or in favor of the Trustee (in such
capacity);
(iv) the original or a copy of any related Assignment of Leases (if such
item is a document separate from the Mortgage) and, if applicable, the originals
or copies of any intervening assignments thereof showing a complete chain of
assignment from the originator of the Mortgage Loan to the most recent assignee
of record thereof prior to the Trustee, if any, in each case with evidence of
recording thereon;
(v) an original assignment of any related Assignment of Leases (if such
item is a document separate from the Mortgage), in recordable form, executed by
the most recent assignee of record thereof prior to the Trustee or, if none, by
the originator, either in blank or in favor of the Trustee (in such capacity),
which assignment may be included as part of the corresponding assignment of
Mortgage referred to in clause (iii) above;
(vi) an original or copy of any related Security Agreement (if such item is
a document separate from the Mortgage) and, if applicable, the originals or
copies of any intervening assignments thereof showing a complete chain of
assignment from the originator of the Mortgage Loan to the most recent assignee
of record thereof prior to the Trustee, if any;
(vii) an original assignment of any related Security Agreement (if such
item is a document separate from the Mortgage) executed by the most recent
assignee of record thereof prior to the Trustee or, if none, by the originator,
either in blank or in favor of the Trustee (in such capacity), which assignment
may be included as part of the corresponding assignment of Mortgage referred to
in clause (iii) above;
(viii) originals or copies of all assumption, modification, written
assurance and substitution agreements, with evidence of recording thereon if
appropriate, in those instances
B-1
where the terms or provisions of the Mortgage, Mortgage Note or any related
security document have been modified or the Mortgage Loan has been assumed;
(ix) the original or a copy of the lender's title insurance policy,
together with all endorsements or riders (or copies thereof) that were issued
with or subsequent to the issuance of such policy, insuring the priority of the
Mortgage as a first lien on the Mortgaged Property;
(x) the original or a copy of any guaranty of the obligations of the
Mortgagor under the Mortgage Loan together with (A) if applicable, the original
or copies of any intervening assignments of such guaranty showing a complete
chain of assignment from the originator of the Mortgage Loan to the most recent
assignee thereof prior to the Trustee, if any, and (B) an original assignment of
such guaranty executed by the most recent assignee thereof prior to the Trustee
or, if none, by the originator;
(xi) (A) file or certified copies of any UCC financing statements and
continuation statements which were filed in order to perfect (and maintain the
perfection of) any security interest held by the originator of the Mortgage Loan
(and each assignee of record prior to the Trustee) in and to the personalty of
the mortgagor at the Mortgaged Property (in each case with evidence of filing
thereon) and which were in the possession of the Seller (or its agent) at the
time the Mortgage Files were delivered to the Trustee and (B) if any such
security interest is perfected and the earlier UCC financing statements and
continuation statements were in the possession of the Seller, a UCC financing
statement executed by the most recent assignee of record prior to the Trustee
or, if none, by the originator, evidencing the transfer of such security
interest, either in blank or in favor of the Trustee;
(xii) the original or a copy of the power of attorney (with evidence of
recording thereon, if appropriate) granted by the Mortgagor if the Mortgage,
Mortgage Note or other document or instrument referred to above was signed on
behalf of the Mortgagor;
(xiii) if the Mortgagor has a leasehold interest in the related Mortgaged
Property, the original ground lease or a copy thereof;
(xiv) if the Mortgage Loan is a Credit Lease Loan, an original of the
credit lease enhancement insurance policy, if any, obtained with respect to such
Mortgage Loan and an original of the residual value insurance policy, if any,
obtained with respect to such Mortgage Loan;
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. The original assignments referred to in clauses
(iii), (v), (vii) and (x)(B), may be in the form of one or more instruments in
recordable form in any applicable filing offices.
B-2
EXHIBIT C
REPRESENTATIONS AND WARRANTIES OF THE SELLER
REGARDING THE INDIVIDUAL MORTGAGE LOANS
With respect to each Mortgage Loan, the Seller hereby represents and
warrants, as of the date hereinbelow specified or, if no such date is specified,
as of the Closing Date, except as set forth on Schedule C-1 hereto, that:
(i) Ownership of Mortgage Loans. Immediately prior to the transfer
thereof to the Purchaser, the Seller had good and marketable title to, and
was the sole owner and holder of, such Mortgage Loan, free and clear of any
and all liens, encumbrances and other interests on, in or to such Mortgage
Loan (other than, in certain cases, the right of a subservicer to directly
service such Mortgage Loan). Such transfer validly assigns ownership of
such Mortgage Loan to the Purchaser free and clear of any pledge, lien,
encumbrance or security interest.
(ii) Authority to Transfer Mortgage Loans. The Seller has full right
and authority to sell, assign and transfer such Mortgage Loan. No provision
of the Mortgage Note, Mortgage or other loan document relating to such
Mortgage Loan prohibits or restricts the Seller's right to assign or
transfer such Mortgage Loan.
(iii) Mortgage Loan Schedule. The information pertaining to such
Mortgage Loan set forth in the Mortgage Loan Schedule was true and correct
in all material respects as of the Cut-off Date.
(iv) 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.
(v) Permitted Encumbrances. The Permitted Encumbrances (as defined in
the Mortgage Loan Purchase Agreement of which this Exhibit C forms a part)
do not materially interfere with the security intended to be provided by
the related Mortgage, the current use or operation of the related Mortgaged
Property or the current ability of the Mortgaged Property to generate net
operating income sufficient to service the Mortgage Loan. If the Mortgaged
Property is operated as a nursing facility, a hospitality property or a
multifamily property, the Mortgage, together with any separate security
agreement, similar agreement and UCC financing statement, if any,
establishes and creates a first priority, perfected security interest
(subject only to any prior purchase money security interest), to the extent
such security interest can be perfected by the recordation of a Mortgage or
the filing of a UCC financing statement, in all personal property owned by
the Mortgagor that is used in, and is reasonably necessary to, the
operation of the related Mortgaged Property.
(vi) Title Insurance. The lien of the related Mortgage is insured by
an ALTA lender's title insurance policy ("Title Policy"), or its equivalent
as adopted in the
C-1
applicable jurisdiction, issued by a nationally recognized title insurance
company, insuring the originator of such Mortgage Loan, its successors and
assigns, as to the first priority lien of the Mortgage in the original
principal amount of the Mortgage Loan after all advances of principal,
subject only to Permitted Encumbrances (or, if a title insurance policy has
not yet been issued in respect of the Mortgage Loan, a policy meeting the
foregoing description is evidenced by a commitment for title insurance
"marked-up" at the closing of such loan). Each Title Policy (or, if it has
yet to be issued, the coverage to be provided thereby) is in full force and
effect, all premiums thereon have been paid and, to the Seller's knowledge,
no material claims have been made thereunder and no claims have been paid
thereunder. The Seller has not, by act or omission, 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, 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.
(vii) No Waivers by Seller of Material Defaults. The Seller has not
waived any material default, breach, violation or event of acceleration
existing under the related Mortgage or Mortgage Note.
(viii) No Offsets, Defenses or Counterclaims. There is no valid
offset, defense or counterclaim to such Mortgage Loan.
(ix) Condition of Property; Condemnation. Except as set forth in any
engineering report prepared in connection with the origination of (or
obtained in connection with or otherwise following the Seller's acquisition
of) such Mortgage Loan, the related Mortgaged Property is, to the Seller's
knowledge, free and clear of any damage that would materially and adversely
affect its value as security for such Mortgage Loan. The Seller has no
actual notice of the commencement of a proceeding for the condemnation of
all or any material portion of the related Mortgaged Property.
(x) Compliance with Usury Laws. Such Mortgage Loan complied with all
applicable usury laws in effect at its date of origination.
(xi) Full Disbursement of Mortgage Loan Proceeds. The proceeds of such
Mortgage Loan have been fully disbursed and there is no requirement for
future advances thereunder.
(xii) Enforceability. The related Mortgage Note and Mortgage and all
other documents and instruments evidencing, guaranteeing, insuring or
otherwise securing such Mortgage Loan have been duly and properly executed
by the parties thereto, and each 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
legislation), enforceable in accordance with its terms, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization,
receivership, moratorium or other laws relating to or affecting the rights
of creditors generally and by general principles of equity (regardless of
whether such enforcement is considered in a proceeding in equity or at
law).
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(xiii) Insurance. All improvements upon the related Mortgaged Property
are insured against loss by hazards of extended coverage in an amount
(subject to a customary deductible) at least equal to the lesser of the
outstanding principal balance of such Mortgage Loan and 100% of the full
replacement cost of the improvements located on such Mortgaged Property,
and the related hazard insurance policy contains appropriate endorsements
to avoid the application of co-insurance provisions and does not permit
reduction in insurance proceeds for depreciation. If any portion of the
related Mortgaged Property was, at the time of the origination of such
Mortgage Loan, in an area identified in the Federal Register by the Federal
Emergency Management Agency as having special flood hazards, 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, and (4) 100% of
the replacement cost of the improvements located on such Mortgaged
Property. In addition, the Mortgage requires the Mortgagor to maintain in
respect of the Mortgaged Property comprehensive general liability insurance
in amounts generally required by the Seller, and at least six months rental
or business interruption insurance, and all such insurance required by the
Mortgage to be maintained is in full force and effect. Each such insurance
policy requires prior notice to the holder of the Mortgage of termination
or cancellation, and no such notice has been received, including any notice
of nonpayment of premiums, that has not been cured.
(xiv) Environmental Condition. The related Mortgaged Property was
subject to one or more environmental site assessments (or an update of a
previously conducted assessment), which was (were) performed on behalf of
the Seller, or as to which the related report was delivered to the Seller
in connection with its origination or acquisition of such Mortgage Loan;
and the Seller, having made no independent inquiry other than reviewing the
resulting report(s) and/or employing an environmental consultant to perform
the assessment(s) referenced herein, has no knowledge of any material and
adverse environmental conditions or circumstance affecting such Mortgaged
Property that was not disclosed in the related report(s). The Seller has
not taken any action with respect to such Mortgage Loan or the related
Mortgaged Property that could subject the Purchaser, or its successors and
assigns in respect of the Mortgage Loan, to any liability under the
Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended ("CERCLA") or any other applicable federal, state or local
environmental law, and the Seller has not received any actual notice of a
material violation of CERCLA or any applicable federal, state or local
environmental law with respect to the related Mortgaged Property that was
not disclosed in the related report. The related Mortgage or loan documents
in the related Mortgage File requires the Mortgagor to comply with all
applicable federal, state and local environmental laws and regulations.
(xv) No Cross-Collateralization with Other Mortgage Loans. Such
Mortgage Loan is not cross-collateralized with any mortgage loan that will
not be included in the Trust Fund.
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(xvi) Waivers and Modifications. The terms of the related Mortgage and
the Mortgage Note have not been impaired, waived, altered or modified in
any material respect, except as specifically set forth in the related
Mortgage File.
(xvii) Taxes and Assessments. There are no delinquent taxes, ground
rents, assessments for improvements or other similar outstanding charges
affecting the related Mortgaged Property which are or may become a lien of
priority equal to or higher than the lien of the related Mortgage. For
purposes of this representation and warranty, real property taxes and
assessments shall not be considered unpaid until the date on which interest
and/or penalties would be payable thereon.
(xviii) Mortgagor's Interest in Mortgaged Property. Except in the case
of eleven (11) Mortgage Loans as to which the interest of the related
Mortgagor in the related Mortgaged Property is in whole or in part a
leasehold estate, the interest of the related Mortgagor in the related
Mortgaged Property consists of a fee simple estate in real property.
(xix) Whole Loan. Each Mortgage Loan is a whole loan and not a
participation interest.
(xx) Valid Assignment. The assignment of the related Mortgage referred
to in clause (iii) of Exhibit B constitutes the legal, valid and binding
assignment of such Mortgage from the relevant assignor to the Trustee. The
Assignment of Leases set forth in the Mortgage or separate from the related
Mortgage and related to and delivered in connection with each Mortgage Loan
establishes and creates a valid, subsisting and, subject only to Permitted
Encumbrances, enforceable first priority lien and first priority security
interest in the related Mortgagor's interest in all leases, subleases,
licenses or other agreements pursuant to which any person is entitled to
occupy, use or possess all or any portion of the real property subject to
the related Mortgage, and each assignor thereunder has the full right to
assign the same. The related assignment of any Assignment of Leases, not
included in a Mortgage, executed and delivered in favor of the Trustee is
in recordable form and constitutes a legal, valid and binding assignment,
sufficient to convey to the assignee named therein all of the assignor's
right, title and interest in, to and under such Assignment of Leases.
(xxi) Escrows. All escrow deposits relating to such Mortgage Loan that
are, as of the Closing Date, required to be deposited with the mortgagee or
its agent have been so deposited.
(xxii) No Mechanics' or Materialmen's Liens. As of the date of
origination of such Mortgage Loan and, to the actual knowledge of the
Seller, as of the Closing Date, the related Mortgaged Property was and is
free and clear of any mechanics' and materialmen's liens or liens in the
nature thereof which create a lien prior to that created by the related
Mortgage, except those which are insured against by the Title Policy
referred to in (vi) above.
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(xxiii) No Material Encroachments. To the Seller's knowledge (based on
surveys and/or title insurance obtained in connection with the origination
of such Mortgage Loan), as of the date of such origination, no improvement
that was included for the purpose of determining the appraised value of the
related Mortgaged Property at the time of origination of such Mortgage Loan
lay outside the boundaries and building restriction lines of such property
to any material extent (unless affirmatively covered by the title insurance
referred to in paragraph (vi) above), and no improvements on adjoining
properties encroached upon such Mortgaged Property to any material extent.
To the Seller's knowledge, based upon opinions of counsel and/or other due
diligence customarily performed by the Seller, the improvements located on
or forming part of such Mortgaged Property comply in all material respects
with applicable zoning laws and ordinances (except to the extent that they
may constitute legal non-conforming uses).
(xxiv) Originator Authorized. To the extent required under applicable
law as of the Closing Date, the originator of such Mortgage Loan was
authorized to do business in the jurisdiction in which the related
Mortgaged Property is located at all times when it held the Mortgage Loan
to the extent necessary to ensure the enforceability of such Mortgage Loan.
(xxv) No Material Default. (A) To the Seller's knowledge, there exists
no material default, breach or event of acceleration under the related
Mortgage or Mortgage Note, and (B) the Seller has not received actual
notice of any event (other than payments due but not yet delinquent) that,
with the passage of time or with notice and the expiration of any grace or
cure period, would constitute such a material default, breach or event of
acceleration; provided, however, that this representation and warranty does
not cover any default, breach or event of acceleration that specifically
pertains to any matter otherwise covered or addressed by any other
representation and warranty made by the Seller herein.
(xxvi) Inspection. In connection with the origination or acquisition
of each Mortgage Loan, the Seller inspected or caused to be inspected the
Mortgaged Property.
(xxvii) No Equity Participation or Contingent Interest. The Mortgage
Loan contains no equity participation by the lender, 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 for negative
amortization.
(xxviii) No Advances of Funds. No holder of the Mortgage Loan has, to
the Seller's knowledge, advanced funds or induced, solicited or knowingly
received any advance of funds from a party other than the owner of the
related Mortgaged Property, directly or indirectly, for the payment of any
amount required by the Mortgage Loan.
(xxix) Licenses, Permits, Etc. To the Seller's knowledge, based on due
diligence customarily performed in the origination of comparable mortgage
loans by the Seller, as of the date of origination of the Mortgage Loan,
the related Mortgagor or operator of the related Mortgaged Property was in
possession of all material licenses,
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permits and authorizations required by applicable laws for the ownership
and operation of the related Mortgaged Property as it was then operated.
(xxx) Servicing. The servicing and collection practices used with
respect to the Mortgage Loan have complied with applicable law in all
material respects and are consistent with the servicing standard set forth
in Section 3.01(a) of the Pooling and Servicing Agreement.
(xxxi) Customary Remedies. The related Mortgage or Mortgage Note,
together with applicable state law, contains customary and enforceable
provisions (subject to the exceptions set forth in paragraph (xii)) such as
to render the rights and remedies of the holders thereof adequate for the
practical realization against the related Mortgaged Property of the
principal benefits of the security intended to be provided thereby.
(xxxii) Insurance and Condemnation Proceeds. The related Mortgage
provides that insurance proceeds and condemnation proceeds will be applied
for one of the following purposes: either to restore or repair the
Mortgaged Property, or to repay the principal of the Mortgage Loan, or
otherwise at the option of the holder of the Mortgage.
(xxxiii) LTV. The gross proceeds of such Mortgage Loan to the related
Mortgagor at origination did not exceed the non-contingent principal amount
of the Mortgage Loan and either: (A) such Mortgage Loan is secured by an
interest in real property having a fair market value (1) at the date the
Mortgage Loan was originated at least equal to 80 percent of the original
principal balance of the Mortgage Loan or (2) at the Closing Date at least
equal to 80 percent of the principal balance of the Mortgage Loan on such
date; provided that for purposes hereof, the fair market value of the real
property interest must first be reduced by (X) the amount of any lien on
the real property interest that is senior to the Mortgage Loan and (Y) a
proportionate amount of any lien that is in parity with the Mortgage Loan
(unless such other lien secures a Mortgage Loan that is
cross-collateralized with such Mortgage Loan, in which event the
computation described in clauses (1) and (2) of this paragraph (xxxiii)
shall be made on a pro rata basis in accordance with the fair market values
of the Mortgaged Properties securing such cross-collateralized Mortgage
Loans; or (B) substantially all the proceeds of such Mortgage Loan were
used to acquire, improve or protect the real property which served as the
only security for such Mortgage Loan (other than a recourse feature or
other third party credit enhancement within the meaning of Treasury
Regulations Section 1.860G-2(a)(1)(ii)).
(xxxiv) LTV and Significant Modifications. If the Mortgage Loan was
"significantly modified" prior to the Closing Date so as to result in a
taxable exchange under Section 1001 of the Code, it either (A) was modified
as a result of the default or reasonably foreseeable default of such
Mortgage Loan or (B) satisfies the provisions of either clause (A)(1) of
paragraph (xxxiii) (substituting the date of the last such modification for
the date the Mortgage Loan was originated) or clause (A)(2) of paragraph
(xxxiii), including the proviso thereto.
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(xxxv) Credit Lease Loans. With respect to Loan Number GMAC 4750 and
Loan Number GMAC 1520 only, which are Credit Lease Loans:
(A) To the Seller's knowledge, each credit lease ("Credit Lease")
contains customary and enforceable provisions which render the
rights and remedies of the lessor thereunder adequate for the
enforcement and satisfaction of the lessor's rights thereunder;
(B) To the Seller's knowledge, in reliance on a tenant estoppel
certificate and representation made by the tenant under the
Credit Lease or representations made by the related borrower
under the Mortgage Loan Documents, as of the closing date of each
Credit Lease Loan (1) each Credit Lease was in full force and
effect, and no default by the borrower or the tenant has occurred
under the Credit Lease, nor is there any existing condition
which, but for the passage of time or the giving of notice, or
both, would result in a default under the terms of the Credit
Lease, (2) none of the terms of the Credit Lease have been
impaired, waived, altered or modified in any respect (except as
described in the related tenant estoppel), (3) no tenant has been
released, in whole or in part, from its obligations under the
Credit Leases, (4) there is no right of rescission, offset,
abatement, diminution, defense or counterclaim to any Credit
Lease, nor will the operation of any of the terms of the Credit
Leases, or the exercise of any rights thereunder, render the
Credit Lease unenforceable, in whole or in part, or subject to
any right of rescission, offset, abatement, diminution, defense
or counterclaim, and no such right of rescission, offset,
abatement, diminution, defense or counterclaim has been asserted
with respect thereto, and (5) each Credit Lease has a term ending
on or after the final maturity of the related Credit Lease Loan;
(C) The Mortgaged Property is not subject to any lease other than the
related Credit Lease, no Person has any possessory interest in,
or right to occupy, the Mortgaged Property except under and
pursuant to such Credit Lease and the tenant under the related
Credit Lease is in occupancy of the Mortgaged Property;
(D) The lease payments under the related Credit Lease are sufficient
to pay the entire amount of scheduled interest and principal on
the Credit Lease Loan, subject to the rights of the Tenant to
terminate the Credit Lease or offset, xxxxx, suspend or otherwise
diminish any amounts payable by the tenant under the Credit
Lease. Each Credit Lease Loan fully amortizes over its original
term, and, there is no "balloon" payment of rent due under the
Credit Leases;
(E) Under the terms of the Credit Leases, the lessee is not permitted
to assign its interest or obligations under the Credit Lease
unless such lessee remains fully liable thereunder;
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(F) The mortgagee is entitled to notice of any event of default from
the tenant under Credit Leases;
(G) Each tenant under a Credit Lease is required to make all rental
payments directly to the mortgagee, its successors and assigns
under the related Credit Lease Loan;
(H) Each Credit Lease Loan provides that the related Credit Lease
cannot be modified without the consent of the mortgagees under
the related Credit Lease Loan; and
(I) Each Credit Lease Loan under which a Credit Lease may be
terminated upon the occurrence of a casualty or condemnation
requires upon such termination the payment in full by the tenant
of: (a) the principal balance of the loan and (b) all accrued and
unpaid interest on the Mortgage Loan. Under the Credit Lease for
each Credit Lease Loan, upon the occurrence of a casualty or
condemnation, the tenant has no right of rent abatement.
(xxxvi) Litigation. To the Seller's actual knowledge, there are no
pending actions, suits or proceedings by or before any court or
governmental authority against or affecting the related Mortgagor 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 or the ability of the Mortgagor to pay principal,
interest or any other amounts due under such Mortgage Loan.
(xxxvii) Leasehold Estate. Each Mortgaged Property consists of the
related Mortgagor's fee simple interest in real estate or the related
Mortgage Loan is secured in whole or in part by the interest of the
Mortgagor as a lessee under a ground lease of the Mortgaged Property (a
"Ground Lease"). Any Mortgage Loan that is secured by the interest of the
Mortgagor under a Ground Lease may or may not be secured by the related fee
interest in such Mortgaged Property (the "Fee Interest"). If a Mortgage
Loan is secured in whole or in part by a Ground Lease, either (1) the
ground lessor's Fee Interest is subordinated to the lien of the Mortgage or
(2) the following apply to such Ground Lease:
(A) To the actual knowledge of the Seller, based on due diligence
customarily performed in the origination of comparable mortgage
loans by the Seller, such Ground Lease or a memorandum thereof
has been or will be duly recorded; such Ground Lease (or the
related estoppel letter or lender protection agreement between
the Seller and related lessor) permits the interest of the lessee
thereunder to be encumbered by the related Mortgage; and there
has been no material change in the payment terms of such Ground
Lease since the origination of the related Mortgage Loan, with
the exception of material changes reflected in written
instruments that are a part of the related Mortgage File;
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(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 the ground lessor's related fee
interest and Permitted Encumbrances;
(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 Seller has
received no notice that an event of default has occurred
thereunder, and, to the 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;
(E) Such Ground Lease, or an estoppel letter or other agreement,
requires the lessor under such Ground Lease to give notice of any
default by the lessee to the mortgagee under such Mortgage Loan,
provided that the mortgagee has provided the lessor with notice
of its lien in accordance with the provisions of such Ground
Lease, and such Ground Lease, or an estoppel letter or other
agreement, further provides that no notice of termination given
under such Ground Lease is effective against the mortgagee unless
a copy has been delivered to the mortgagee;
(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) Such Ground Lease has an original term (including any extension
options set forth therein) which extends not less than ten years
beyond the Stated Maturity Date of the related Mortgage Loan;
(H) Under the terms of such Ground Lease and the related Mortgage,
taken together, any related insurance proceeds other than in
respect of a total or substantially total loss or taking, will be
applied either to the repair or restoration of all or part of the
related Mortgaged Property, with the mortgagee under such
Mortgage Loan 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
C-9
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;
(I) Such Ground Lease does not impose any restrictions on subletting
which would be viewed, as of the date of origination of the
related Mortgage Loan, as commercially unreasonable by the
Seller; 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 manner, which would
materially adversely affect the security provided by the related
Mortgage; and
(J) Such Ground Lease, or an estoppel letter or other agreement,
requires the lessor to enter into a new lease in the event of a
termination of the Ground Lease by reason of a default by the
Mortgagor under the Ground Lease, including, rejection of the
ground lease in a bankruptcy proceeding.
(xxxviii)Deed of Trust. If the related Mortgage is a deed of trust, a
trustee, duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage.
(xxxix) Lien Releases. Except in cases where either (a) a release of a
portion of the Mortgaged Property was contemplated at origination of the
Mortgage Loan and such portion was not considered material for purposes of
underwriting the Mortgage Loan or (b) release is conditioned upon the
satisfaction of certain underwriting and legal requirements and the payment
of a release price, the related Mortgage Note or Mortgage does not require
the holder thereof to release all or any portion of the Mortgaged Property
from the lien of the related Mortgage except upon payment in full of all
amounts due under such Mortgage Loan.
(xl) Junior Liens. The Mortgage Loan does not permit the related
Mortgaged Property to be encumbered by any lien junior to or of equal
priority with the lien of the related Mortgage (excluding any lien relating
to another Mortgage Loan that is cross-collateralized with such Mortgage
Loan) without the prior written consent of the holder thereof or the
satisfaction of debt service coverage or similar conditions specified
therein.
(xli) Mortgagor Bankruptcy. To the Seller's knowledge, the Mortgagor
is not a debtor in any state or federal bankruptcy or insolvency
proceeding.
(xlii) Due Organization of Mortgagors. As of the date of origination
of each Mortgage, each related Mortgagor which is not a natural person was
duly organized and validly existing under the laws of the state of its
jurisdiction.
(xliii) Due-On-Sale. The Mortgage Loan contains provisions for the
acceleration of the payment of the unpaid principal balance of such
Mortgage Loan if, without complying with the requirements of such Mortgage
Loan, the related Mortgaged Property, or any controlling interest therein,
is directly or indirectly transferred or sold.
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(xliv) Single Purpose Entity. The related Mortgagor is an entity,
other than an individual, whose organizational documents or the related
Mortgage Loan Documents provide substantially to the effect that the
Mortgagor: (A) is formed or organized solely for the purpose of owning and
operating one or more of the Mortgaged Properties securing the Mortgage
Loans, (B) may not engage in any business unrelated to such Mortgaged
Property or Mortgaged Properties, (C) does not have any material assets
other than those related to its interest in and operation of such Mortgage
Property or Mortgaged Properties, (D) may not incur indebtedness other than
as permitted by the related Mortgage or other Mortgage Loan Documents, (E)
has its own books and records separate and apart from any other person, and
(F) holds itself out as a legal entity, separate and apart from any other
person.
(xlv) Defeasance Provisions. Any Mortgage Loan which contains a
provision for any defeasance of mortgage collateral either (A) requires the
consent of the holder of the Mortgage Loan to any defeasance, or (B)
permits defeasance (i) no earlier than two years after the Closing Date (as
defined in the Pooling and Servicing Agreement, dated as of February 1,
1999), (ii) only with substitute collateral constituting "government
securities" within the meaning of Treas. Reg. ss. 1.860G-2(a)(8)(i), and
(iii) only to facilitate the disposition of mortgage real property and not
as a part of an arrangement to collateralize a REMIC offering with
obligations that are not real estate mortgages.
(xlvi) Nursing Home or Congregate Care Facility.
(A) to the Seller's knowledge, based upon due diligence customarily
performed in the origination of comparable mortgage loans as of the date of
the origination of the Mortgage Loan, the operator of the healthcare
facility located on the related Mortgaged Property had all material
licenses and permits required by applicable law for the operation and use
of such facility;
(B) to the Seller's knowledge, based upon due diligence customarily
performed in the origination of comparable mortgage loans as of the date of
the origination of the Mortgage Loan, to the extent that such facility
participates in Medicaid, Medicare, or any other similar program, the
facility is in compliance in all material respects with the requirements
for participation in such programs;
(C) the related Mortgage Loan Documents require that so long as the
related Mortgage Loan remains outstanding:
(1) the related healthcare facility shall be operated in compliance
in all material respects with all applicable laws and
regulations;
(2) the related healthcare facility shall be operated in such a
manner that the licenses and permits necessary for the use and
operation of such facility shall remain in full force and effect;
(3) without the consent of the Mortgagee under the related Mortgage
Loan, the licenses and permits pertaining to the healthcare
facility may not be: (i)
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transferred by the Mortgagor, or (ii) pledged by the Mortgagor as
collateral for any other loan; or
(4) the Mortgagor may not without the consent of the Mortgagee under
the related Mortgage Loan: (i) allow to lapse all licenses and
permits necessary for the use and operation of the related
healthcare facility, (ii) grant any third party the right to
reduce the number of licensed beds at the related healthcare
facility, (iii) grant any third party the right to transfer all
or any part of any related healthcare facility's beds to another
site or location, or (iv) terminate or materially modify or amend
a lease or management contract in effect with regard to the
related healthcare facility; and
(D) to the Seller's knowledge, based upon due diligence customarily
performed in the origination of comparable mortgage loans as of the date of
the origination of the Mortgage Loan, if a related Mortgaged Property is
improved by a skilled nursing, congregate care or assisted living facility,
the most recent inspection or survey by governmental authorities having
jurisdiction in connection with such licenses, permits and authorizations
did not cite such Mortgaged Property for material violations (which shall
include only "Level A" (or equivalent) violations in the case of skilled
nursing facilities) that had not been cured or as to which a plan of
correction had not been submitted to and accepted by such governmental
authorities.
It is understood and agreed that the representations and warranties set
forth in this Exhibit C shall survive delivery of the respective Mortgage Files
to the Purchaser and/or the Trustee and shall inure to the benefit of the
Purchaser, and its successors and assigns (including without limitation the
Trustee and the holders of the Certificates), notwithstanding any restrictive or
qualified endorsement or assignment.
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SCHEDULE C-1 to EXHIBIT C
EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
(v) Permitted Encumbrances
A first priority perfected security interest in accounts receivable can not
be established on the following Mortgage Loan(s).
Loan Number Property Issue
----------- -------- -----
GMAC 2440 Retirement and Nursing Center Accounts receivable
financing in favor
of Longview Bank and
Trust Co. is
permitted.
(ix) Condition of Property
Loan Number Property Issue
----------- -------- -----
GMAC 2480 River Ten Apartments The property has
experienced damage.
(xx) Valid Assignment
Loan Number Property Issue
----------- -------- -----
GMAC 1950 Meringoff Portfolio With respect to the
eight leasehold only
properties, the
lender does not have
a first priority
assignment of leases
and rents.
(xxiii) No Material Encroachments
The improvement(s) located on or forming a part of the Mortgaged Property
do not comply in all material respects with applicable zoning laws and
ordinances.
Loan Number Property Issue
----------- -------- -----
GMAC 2650-D Skyview Living Centers 50 Parking spaces
required, 38
provided.
GMAC 2130 NEI Portfolio-Congress Property to be
properly subdivided
on or before July
1999.
GMAC 2580-B Xxxxxxxx Portfolio Encroachment of
building
approximately 10
feet by 13.4 feet
onto utility
easement.
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GMAC 1600-A Foxfire Portfolio 218 Parking spaces
-Foxfire I required, 184 spaces
provided.
(xxxv) Credit Lease Loans
(I) Under the Credit Lease for each Credit Lease Loan, upon the occurrence
of a condemnation the Tenant will not have any rights of rent abatement.
Loan Number Property Issue
----------- -------- -----
GMAC 4750 Eckerds Drug Shelbyville As to condemnation,
the lease terminates
if entire building
taken. If a portion
of the building is
taken and if it is
no longer suitable
to the Tenant, the
Tenant may terminate
the lease and any
unearned rents
credited or paid are
refunded. If the
Lease is not
terminated, rent
shall xxxxx
proportionately
until the building
is restored. If the
parking area is
taken and the lease
is not terminated,
rent will be abated
proportionately
until the parking
area is restored.
GMAC 1520 Eckerd DeKalb Company As to condemnation,
the lease terminates
if entire building
taken. If a portion
of the building is
taken and if it is
no longer suitable
to the Tenant, the
Tenant may terminate
the lease and any
unearned rents
credited or paid are
refunded. If the
Lease is not
terminated, rent
shall xxxxx
proportionately
until the
C-14
building is
restored. If the
parking area is
taken and the lease
is not terminated,
rent will be abated
proportionately
until the parking
area is restored.
(xxxvii) Leasehold Estate
The following Mortgage loan(s) are secured in whole or in part by the
interest of the borrower as a lessee under a Ground Lease.
(B) The Lessee's interest in such Ground Lease is subject to a superior
interest.
Loan Number Property Issue
----------- -------- -----
GMAC 1950 Meringoff Portfolio With respect to the
eight leasehold only
properties, the
Mortgagor's
leasehold interest
is subordinate to an
existing fee
mortgage.
(I) The Ground Lease does not impose restrictions on subletting
Loan Number Property Issue
----------- -------- -----
GMAC 1430 Courtyard-Orlando Ground lease does
impose restrictions
on subletting.
(J) The Ground Lease requires the lessor to enter into a new lease with the
mortgagee upon termination of the Ground Lease for any reason, including
rejection of the Ground Lease in a bankruptcy or insolvency proceeding of
the lessee.
Loan Number Property Issue
----------- -------- -----
GMAC 1430 Courtyard-Orlando Ground lease does
not contain a
provision that
requires lessor to
enter into new lease
with Mortgagee upon
termination of
ground lease for any
reason.
(xliv) Single Purpose Entity
Borrowers on the following loan(s) are not single purpose entities.
Loan Number Property
----------- --------
GMAC 2940 Uniprop Portfolio, Fund II
GMAC 2990 Sunshine Village
GMAC 1730 Hycor Biomedical
GMAC 2330 PEP Boys
GMAC 0000 Xxxxxxxxx Xxxxxxx Apartments
GMAC 1930 Meadow Apartments
C-15
GMAC 2810 Tally Ho Apartments
GMAC 1500 Drewbar Apartments
GMAC 0000 Xxxxxxxx Xxxxx Apartments
C-16
EXHIBIT D-1
FORM OF CERTIFICATE OF AN OFFICER OF THE SELLER
Certificate of Officer of GMAC Commercial Mortgage Corporation ("GMACCM")
I, ________________, a __________________ of GMACCM (the "Seller"), hereby
certify as follows:
The Seller is a corporation duly organized and validly existing under the
laws of the State of California.
Attached hereto as Exhibit I are true and correct copies of the Certificate
of Incorporation and By-Laws of the 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 Seller are pending or contemplated.
Each person listed below is and has been the duly elected and qualified
officer or authorized signatory of the 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 February 2, 1999
(the "Purchase Agreement"), between the Seller and GMAC Commercial Mortgage
Securities, Inc. providing for the purchase by GMAC Commercial Mortgage
Securities, Inc. from the 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.
D-1-1
IN WITNESS WHEREOF, the undersigned has executed this certificate as of
February ___, 1999.
By:
-------------------------------------
Name:
Title:
I, [name], [title], hereby certify that __________ is a duly elected or
appointed, as the case may be, qualified and acting __________ of the Seller and
that the signature appearing above is [his] genuine signature.
IN WITNESS WHEREOF, the undersigned has executed this certificate as of
February ___, 1999.
By:
-------------------------------------
Name:
Title:
EXHIBIT D-2
FORM OF CERTIFICATE OF THE SELLER
Certificate of GMAC Commercial Mortgage Corporation
In connection with the execution and delivery by GMAC Commercial Mortgage
Corporation (the "Seller") of, and the consummation of the transaction
contemplated by, that certain Mortgage Loan Purchase Agreement, dated as of
February 2, 1999 (the "Purchase Agreement"), between GMAC Commercial Mortgage
Securities, Inc. and the Seller, the Seller hereby certifies that (i) the
representations and warranties of the 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 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.
Capitalized terms not otherwise defined herein have the meanings assigned to
them in the Purchase Agreement.
Certified this day of February, 1999.
GMAC COMMERCIAL MORTGAGE CORPORATION
By:
-------------------------------------
Name:
Title:
D-2-1
EXHIBIT D-3A
FORM OF OPINION I OF COUNSEL TO THE SELLER
February ___, 1999
To: Persons on Annex A
Re: GMAC Commercial Mortgage Securities, Inc.
Mortgage Pass-Through Certificates, Series 1999-C1
Ladies and Gentlemen:
I am General Counsel to GMAC Commercial Mortgage Corporation (the "Seller"
or "GMACCM"). In that capacity, I am familiar with the issuance of certain
Mortgage Pass-Through Certificates, Series 1999-C1 (the "Certificates"),
evidencing undivided interests in a trust fund (the "Trust Fund") consisting
primarily of certain mortgage loans (the "Mortgage Loans"), pursuant to a
Pooling and Servicing Agreement, dated as of February 1, 1999 (the "Pooling and
Servicing Agreement"), among GMAC Commercial Mortgage Securities, Inc. (the
"Company") as depositor, the Seller as master servicer and special servicer,
Norwest Bank Minnesota, National Association, as trustee (the "Trustee").
Certain of the Mortgage Loans were purchased by the Company from the
Seller, pursuant to, and for the consideration described in, the Mortgage Loan
Purchase Agreement, dated as of February 2, 1999 (the "GMACCM Mortgage Loan
Purchase Agreement"), between the Company and the Seller. Certain of the
Mortgage Loans will be purchased by the Company from LaSalle National Bank as
Trustee for Restructured Asset Certificates With Enhanced Returns, Series
1998-ML Trust ("ML Trust") pursuant to, and for the consideration described in,
the Mortgage Loan Purchase Agreement, dated as of February 2, 1999 (the "ML
Trust Mortgage Loan Purchase Agreement") between the Company and the ML Trust.
Certain of the Mortgage Loans will be purchased by the Company from German
American Capital Corporation ("GACC"), pursuant to, and for the consideration
described in, the Mortgage Loan Purchase Agreement, dated as of February 2, 1999
(the "GACC Mortgage Loan Purchase Agreement"), between the Depositor and GACC.
The Pooling and Servicing Agreement and the GMACCM Mortgage Loan Purchase
Agreement are referred to herein together as the "Agreements." Capitalized terms
not defined herein have the meanings set forth in the Agreements. This opinion
is rendered pursuant to Section 8(e) of the GMACCM Mortgage Loan Purchase
Agreement.
The Company has sold the Class A-1, Class A-2, Class B, Class C, Class D,
and Class E and a portion of the Class X Certificates to Xxxxxxx, Xxxxx & Co.,
Deutsche Bank Securities Inc. and Xxxxxxxxx, Lufkin & Xxxxxxxx Securities
Corporation as the underwriters (the "Underwriters") named in the Underwriting
Agreement, dated as of February 2, 1999 (the "Underwriting Agreement"), among
the Company, the Seller, and the Underwriters. The Company has sold a portion of
the Class X Certificates to GMACCM pursuant to a Class X Certificate Purchase
Agreement, dated as of February 2, 1999 (the "Class X Certificate Purchase
Agreement"), between the Company and GMACCM. The Company sold the Class F, Class
G, Class H, Class J and Class K Certificates to GMACCM pursuant to the
Certificate Purchase
D-3A-1
Agreement, dated as of February 2, 1999 (the "Certificate Purchase Agreement"),
between the Company and GMACCM. The Company sold the Class R-I, Class R-II and
Class R-III Certificates to Xxxxxxx, Sachs & Co.
In connection with rendering this opinion letter, I have examined or have
caused persons under my supervision to examine the Agreements and such other
records and other documents as I have deemed necessary. I have further assumed
that there is not and will not be any other agreement that materially
supplements or otherwise modifies the agreements expressed in the Agreements. As
to matters of fact, I have examined and relied upon representations of parties
contained in the Agreements and, where I have deemed appropriate,
representations and certifications of officers of the Company, the Seller, the
Trustee, other transaction participants or public officials. I have assumed the
authenticity of all documents submitted to me as originals, the genuineness of
all signatures other than officers of the Seller and the conformity to the
originals of all documents submitted to me as copies. I have assumed that all
parties, except for the Company and the Seller, had the corporate power and
authority to enter into and perform all obligations thereunder. As to such
parties, I also have assumed the due authorization by all requisite corporate
action, the due execution and delivery and the enforceability of such documents.
I have further assumed the conformity of the Mortgage Loans and related
documents to the requirements of the Agreements.
In rendering this opinion letter, I do not express any opinion concerning
any law other than the law of the Commonwealth of Pennsylvania, the General
Corporation Law of the State of Delaware and the federal law of the United
States, and I do not express any opinion concerning the application of the
"doing business" laws or the securities laws of any jurisdiction other than the
federal securities laws of the United States. To the extent that any of the
matters upon which I am opining herein are governed by laws ("Other Laws") other
than the laws identified in the preceding sentence, I have assumed with your
permission and without independent verification or investigation as to the
reasonableness of such assumption, that such Other Laws and judicial
interpretation thereof do not vary in any respect material to this opinion from
the corresponding laws of the Commonwealth of Pennsylvania and judicial
interpretations thereof. I do not express any opinion on any issue not expressly
addressed below.
Based upon the foregoing, I am of the opinion that:
1. Each of the Agreements has been duly and validly authorized, executed and
delivered by the Seller and, upon due authorization, execution and delivery
by the other parties thereto, will constitute the valid, legal and binding
agreements of the Seller, enforceable against the Seller in accordance with
their terms, except as enforceability may be limited by (i) bankruptcy,
insolvency, liquidation, receivership, moratorium, reorganization or other
similar laws affecting the rights of creditors, (ii) general principles of
equity, whether enforcement is sought in a proceeding in equity or at law,
and (iii) public policy considerations underlying the securities laws, to
the extent that such public policy considerations limit the enforceability
of the provisions of the Agreements which purport to provide
indemnification with respect to securities law violations.
2. No consent, approval, authorization or order of a Commonwealth of
Pennsylvania or federal court or governmental agency or body is required
for the consummation by the
D-3A-2
Seller of the transactions contemplated by the terms of the Agreements,
except for those consents, approvals, authorizations or orders which
previously have been obtained.
3. Neither the consummation of any of the transactions contemplated by, nor
the fulfillment by the Seller of any other of the terms of, the Agreements,
will result in a material breach of any term or provision of the charter or
bylaws of the Seller or any Commonwealth of Pennsylvania or federal statute
or regulation or conflict with, result in a material breach, violation or
acceleration of or constitute a material default under the terms of any
indenture or other material agreement or instrument to which the Seller is
a party or by which it is bound or any order or regulation of any
Commonwealth of Pennsylvania or federal court, regulatory body,
administrative agency or governmental body having jurisdiction over the
Seller.
This opinion letter is rendered for the sole benefit of each addressee hereof,
and no other person or entity, except Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, is
entitled to rely hereon without prior written consent. Copies of this opinion
letter may not be furnished to any other person or entity, nor may any portion
of this opinion letter be quoted, circulated or referred to in any other
document without my prior written consent.
Very truly yours,
Xxxxx Xxxxxxx-Xxxx
General Counsel
D-3A-3
Annex A
GMAC Commercial Mortgage Corporation
GMAC Commercial Mortgage Securities, Inc.
Xxxxxxx, Xxxxx & Co.
Deutsche Bank Securities Inc.
Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation
Fitch IBCA, Inc.
Standard & Poor's Ratings Services
Norwest Bank Minnesota, National Association
Annex A-1
EXHIBIT D-3B
FORM OF OPINION II OF COUNSEL TO THE SELLER
Form of Opinion of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP
D-3B-1
