Common use of Non-Recourse Exceptions Clause in Contracts

Non-Recourse Exceptions. With respect to Mortgage Loan No. DBM 20153, Imperial Office Center, different guarantors (who are generally the tenants in common of the Mortgaged Property) signed separate guaranties in connection with certain of the non-recourse carveout events. Certain of the guarantees are limited to liability for fraud or willful misrepresentation committed by that particular guarantor. Also, the guarantors' liability for misappropriation for rents applies only to rents paid more than one month in advance. Mortgage Loan No. GA 19785, Strategic Hotel Portfolio, and Mortgage Loan No. DBM 20620, Fairfield Inn by Marriott, each is without recourse to any natural person for damages arising in the case of each of the items enumerated in this representation. Mortgage Loan No. DBM 20569, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, is without recourse to any natural person for damages arising from breaches of the environment covenants in the Mortgage Loan documents. EXHIBIT C-1 FORM OF CERTIFICATE OF AN OFFICER OF THE MORTGAGE LOAN SELLER Certificate of Officer of German American Capital Corporation (the "Mortgage Loan Seller") I, _______________________, a __________________ of the Mortgage Loan Seller, hereby certify as follows: The Mortgage Loan Seller is a corporation duly organized and validly existing under the laws of the State of Maryland. Attached hereto as Exhibit I are true and correct copies of the Certificate of Incorporation and By-Laws of the Mortgage Loan Seller, which Certificate of Incorporation and By-Laws are on the date hereof, and have been at all times in full force and effect. To the best of my knowledge, no proceedings looking toward liquidation or dissolution of the Mortgage Loan Seller are pending or contemplated. Each person listed below is and has been the duly elected and qualified officer or authorized signatory of the Mortgage Loan Seller and his genuine signature is set forth opposite his name: Name Office Signature Each person listed above who signed, either manually or by facsimile signature, the Mortgage Loan Purchase Agreement, dated as of December 21, 2004 (the "Purchase Agreement"), between the Mortgage Loan Seller and GMAC Commercial Mortgage Securities, Inc. providing for the purchase by GMAC Commercial Mortgage Securities, Inc. from the Mortgage Loan Seller of the Mortgage Loans, was, at the respective times of such signing and delivery, duly authorized or appointed to execute such documents in such capacity, and the signatures of such persons or facsimiles thereof appearing on such documents are their genuine signatures. Capitalized terms not otherwise defined herein have the meanings assigned to them in the Purchase Agreement.

Non-Recourse Exceptions. With respect to All Mortgage Loans except as specified In some instances, the Loan No. DBM 20153, Imperial Office Center, different guarantors (who are generally the tenants in common of the Mortgaged Property) signed separate guaranties in connection with certain of the non-recourse below Documents contain a carveout events. Certain of the guarantees are limited to liability for "fraud or willful misrepresentation committed by that particular guarantor. Alsointentional misrepresentation" rather than "fraud or material misrepresentation." In addition, the guarantors' liability Loan Documents provide for misappropriation recourse for the misapplication or conversion by the borrower of any rents applies only to following an event of default or any rents paid collected for more than one month in advanceadvance to the extent that such rents or any other payments in respect of the leases and other income of the related Mortgaged Property or any other collateral are not applied to the costs of maintenance and operation of the related Mortgaged Property and to the payment of taxes, lien, claims, insurance premiums, debt service and other amounts due under the loan documents, instead of "misapplication or misappropriation of rents, insurance proceeds or condemnation awards" with respect to all Mortgage Loans. Mortgage -------------------------------------------------------------------------------- Loan No. GA 19785100 (HPI - GSA Portfolio) The recourse carveout guarantor is Abbestate Holding, Strategic Hotel PortfolioInc., rather than a natural person. Abbestate Holding, Inc. has a reported a total net worth of $36,500,000 and Mortgage liquid assets in the amount of $13,700,000. An environmental indemnity and an environmental insurance policy have been provided. The carveout guarantor's obligations under the environmental indemnity enter into effect in the event that the environmental insurance policy lapses. -------------------------------------------------------------------------------- Loan No. DBM 20620300 (Owings Mills 3) There is no other individual or entity other than the borrower that is liable for the non-recourse carve-outs. In addition, Fairfield Inn non-recourse carveouts to the borrower do not include damage or destruction to the Mortgaged Property caused by Marriott, each is without recourse to any natural person for damages arising in the case of each acts or omissions of the items enumerated in this representationborrower, its agents, employees or contractors. Mortgage -------------------------------------------------------------------------------- Loan No. DBM 20569500 (252 Seventh Avenue) The recourse carveout guarantor is Rockrose Properties L.L.C., ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, is without recourse to any rather than a natural person for damages arising from breaches of person. An environmental indemnity and an environmental insurance policy have been provided. The carveout guarantor's obligations under the environment covenants environmental indemnity enter into effect in the Mortgage event that the environmental insurance policy lapses. -------------------------------------------------------------------------------- Loan documentsNo. EXHIBIT C-1 FORM OF CERTIFICATE OF AN OFFICER OF THE MORTGAGE LOAN SELLER Certificate of Officer of German American Capital Corporation 800 (Garin Ranch) The recourse carveout guarantor is Festival Retail Fund 1, L.P., rather than a natural person. -------------------------------------------------------------------------------- Loan No. 900 (1001-1007 Third Avenue) The recourse carveout guarantor is Reading International Inc., rather than a natural person. -------------------------------------------------------------------------------- Loan Nos. 600 and 1000 (Cranberry Commons There is no other individual or and Argosy Apartments) entity other than the "Mortgage Loan Seller") I, _______________________, a __________________ of the Mortgage Loan Seller, hereby certify as follows: The Mortgage Loan Seller borrower that is a corporation duly organized and validly existing under the laws of the State of Maryland. Attached hereto as Exhibit I are true and correct copies of the Certificate of Incorporation and By-Laws of the Mortgage Loan Seller, which Certificate of Incorporation and By-Laws are on the date hereof, and have been at all times in full force and effect. To the best of my knowledge, no proceedings looking toward liquidation or dissolution of the Mortgage Loan Seller are pending or contemplated. Each person listed below is and has been the duly elected and qualified officer or authorized signatory of the Mortgage Loan Seller and his genuine signature is set forth opposite his name: Name Office Signature Each person listed above who signed, either manually or by facsimile signature, the Mortgage Loan Purchase Agreement, dated as of December 21, 2004 (the "Purchase Agreement"), between the Mortgage Loan Seller and GMAC Commercial Mortgage Securities, Inc. providing liable for the purchase by GMAC Commercial Mortgage Securitiesnon-recourse carveouts. -------------------------------------------------------------------------------- Loan No. 1800 (500-506 West 172nd Street) The recourse carveout guarantor is Cronus Real Estate Fund, Inc. from the Mortgage Loan Seller of the Mortgage LoansL.P., 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 signaturesrather than a natural person. Capitalized terms not otherwise defined herein have the meanings assigned to them in the Purchase Agreement.--------------------------------------------------------------------------------

Non-Recourse Exceptions. With respect to Mortgage Brunswick Associates (Loan No. DBM 20153, Imperial Office Center, different guarantors (who are generally the tenants in common of the Mortgaged Property9000501) signed separate guaranties in connection with certain Each of the non-recourse carveout eventsguarantors is not a natural person but an entity which owns a direct or indirect interest in the related Mortgagor. Certain The guaranteed obligations of the guarantees are limited to guarantors do not include liability for fraud or willful misrepresentation committed by that particular guarantor. Also, the guarantors' liability for misappropriation for rents applies only to rents paid more than one month in advance. Mortgage Loan No. GA 19785, Strategic Hotel Portfolio, and Mortgage Loan No. DBM 20620, Fairfield Inn by Marriott, each is without recourse to any natural person for damages arising in the case of each a breach of the items enumerated environmental covenants in this representationthe Mortgage Loan documents. The Mortgagor and an affiliate entity of the Mortgagor have entered into a Hazardous Substances Indemnity Agreement pursuant to which the Mortgagor and affiliate have agreed to indemnify the holder of the Mortgage Loan for substantially similar damages; but such indemnity does not cover breaches of the environmental covenants in the other Mortgage Loan documents. Candelton Village (Loan No. DBM 205699000831) The non-recourse carveout guarantor is not a natural person but an entity which owns an interest in the related Mortgagor. To the extent that the mortgagee has not received evidence that the entity guarantor maintains (i) net worth in excess of $100,000,000, ▇▇▇ ▇and (ii) liquidity in excess of $5,000,000, a natural person shall also serve as a non-recourse carveout guarantor pursuant to a springing guaranty. The guaranteed obligations of the entity guarantor, and the springing guarantor, if applicable, are limited to "actual out of pocket losses". Copper Mill (Loan No. 9000649) The non-recourse carveout guarantor is not a natural person but an entity which owns an interest in the related Mortgagor. To the extent that the mortgagee has not received evidence that the entity guarantor maintains (i) net worth in excess of $100,000,000, and (ii) liquidity in excess of $5,000,000, a natural person shall also serve as a non-recourse carveout guarantor pursuant to a springing guaranty. The guaranteed obligations of the entity guarantor, and the springing guarantor, if applicable, are limited to "actual out of pocket losses". Featherstone Village (Loan No. 9000833) The non-rec▇▇▇▇▇ ▇▇▇▇▇▇, ut guarantor is without recourse to any not a natural person for damages arising from breaches but an entity which owns an interest in the related Mortgagor. To the extent that the mortgagee has not received evidence that the entity guarantor maintains (i) net worth in excess of $100,000,000, and (ii) liquidity in excess of $5,000,000, a natural person shall also serve as a non-recourse carveout guarantor pursuant to a springing guaranty. The guaranteed obligations of the environment covenants entity guarantor, and the springing guarantor, if applicable, are limited to "actual out of pocket losses". Hamilton Corner (Loan No. 90001209) There is no enti▇▇ ▇▇ ▇▇tural person other than the Mortgagor who is liable for the non-recourse carveouts. SCHEDULE B LIST OF MORTGAGORS THAT ARE THIRD-PARTY BENEFICIARIES UNDER SECTION 5(b) NONE EXHIBIT 3 PURCHASE PRICE Purchase Price $196,778,474 Accrued Interest $884,645 ---------------- Total $197,663,119 EXHIBIT 4 BILL OF SALE 1. Parties. The parties to this Bill of Sa▇▇ ▇re the following: Seller: SunTrust Bank Purchaser: Morgan Stanley Capital I Inc. 2. Sale. For value receiv▇▇, ▇▇e ▇▇▇▇▇▇ hereby conveys to the Purchaser, without recourse, all right, title and interest in and to the Mortgage Loan documents. EXHIBIT C-1 FORM OF CERTIFICATE OF AN OFFICER OF THE MORTGAGE LOAN SELLER Certificate of Officer of German American Capital Corporation Loans identified on Exhibit 1 (the "Mortgage Loan SellerSchedule") I, _______________________, a __________________ of the Mortgage Loan Seller, hereby certify as follows: The Mortgage Loan Seller is a corporation duly organized and validly existing under the laws of the State of Maryland. Attached hereto as Exhibit I are true and correct copies of the Certificate of Incorporation and By-Laws of the Mortgage Loan Seller, which Certificate of Incorporation and By-Laws are on the date hereof, and have been at all times in full force and effect. To the best of my knowledge, no proceedings looking toward liquidation or dissolution of the Mortgage Loan Seller are pending or contemplated. Each person listed below is and has been the duly elected and qualified officer or authorized signatory of the Mortgage Loan Seller and his genuine signature is set forth opposite his name: Name Office Signature Each person listed above who signed, either manually or by facsimile signature, to the Mortgage Loan Purchase Agreement, dated as of December 21March 1, 2004 2007 (the "Mortgage Loan Purchase Agreement"), between the Mortgage Loan Seller and GMAC Commercial the Purchaser and all of the following property: (a) All accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property consisting of, arising from or relating to any of the following property: the Mortgage Securities, Inc. providing for the purchase by GMAC Commercial Mortgage Securities, Inc. from Loans identified on the Mortgage Loan Seller of Schedule including the related Mortgage LoansNotes, wasMortgages, at security agreements, and title, hazard and other insurance policies, all distributions with respect thereto payable after the respective times of such signing Cut-Off Date, all substitute or replacement Mortgage Loans and delivery, duly authorized or appointed to execute such documents in such capacityall distributions with respect thereto, and the signatures Mortgage Files; (b) All accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of such persons deposit, goods, letters of credit, advices of credit, investment property, and other rights arising from or facsimiles thereof appearing by virtue of the disposition of, or collections with respect to, or insurance proceeds payable with respect to, or claims against other Persons with respect to, all or any part of the collateral described in clause (a) above (including any accrued discount realized on such documents are their genuine signatures. Capitalized terms not otherwise defined herein have liquidation of any investment purchased at a discount); and (c) All cash and non-cash proceeds of the meanings assigned to them collateral described in the Purchase Agreementclauses (a) and (b) above.

Non-Recourse Exceptions. With respect to Mortgage Loan No. DBM 20153___, Imperial Office CenterMall At Millenia, different guarantors (who there is an Indemnity Agreement from ▇▇▇▇▇▇ ▇▇▇▇▇▇ and there are generally the tenants in common of the Mortgaged Property) signed separate guaranties in connection with certain of carve-outs to the non-recourse carveout events. Certain provisions of the guarantees are limited Loan Document which, in each case, indemnify the lender for losses incurred as a result of actions similar to those listed in representation #38, however, (a) instead of willful misrepresentation by Borrower, the lender is indemnified for losses due to intentional misrepresentation by Borrower and (b) instead of misappropriation of rents, insurance proceeds or condemnation awards, the lender is indemnified for losses due to the failure of Borrower to (i) apply Insurance Proceeds paid by reason of any Casualty in accordance with the terms of the Loan Agreement and the other Loan Documents, (ii) apply Awards or other amounts received in connection with a Condemnation of all or a portion of the Property in accordance with the terms of the Loan Agreement and the other Loan Documents, or (iii) apply Rents received after the occurrence and during the continuance of an event of default to debt service, operating expenses and/or reserve funds (provided, however, if such event of default did not require lender to provide written notice to Borrower, recourse liability for to lender shall not accrue until lender has given five (5) days written notice). With respect to Mortgage Loan No. ___, FGSR Portfolio, the guarantor is not liable in case of fraud or willful misrepresentation committed by that particular guarantor. Alsothe borrower, misappropriation of rents, insurance proceeds or condemnation awards and breaches of environmental covenants in the guarantors' liability for misappropriation for rents applies only to rents paid more than one month in advance. Mortgage Loan Nodocuments. GA 19785, Strategic Hotel Portfolio, The guarantor is only liable for any misrepresentation with respect to the "backward looking" representations made by the borrower relating to the borrower being a Special Purpose Entity and Mortgage Loan No. DBM 20620, Fairfield Inn by Marriott, each is without recourse to for any natural person for damages arising in the case of each losses which result from termination of the items enumerated in this representation. Mortgage Loan No. DBM 20569, ▇▇▇ sub-lease on the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ property (for explanation of the sub-lease structure see the exception to rep. 17). Schedule A below lists loans without warm-body guarantor. SCHEDULE A ▇▇▇▇▇ Fargo Tower FGSR Portfolio ▇▇▇▇▇▇▇▇ Mall ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ does not have warm-body guarantors, is without recourse to any natural person except for damages arising from breaches of the environment covenants in the Mortgage Loan documentsenvironmental covenants. EXHIBIT C-1 FORM OF CERTIFICATE OF AN OFFICER OF THE MORTGAGE LOAN SELLER Certificate of Officer of German American ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Corporation Inc. (the "Mortgage Loan Seller") I, _______________________, a __________________ of the Mortgage Loan Seller, hereby certify as follows: The Mortgage Loan Seller is a corporation duly organized and validly existing under the laws of the State of MarylandNew York. Attached hereto as Exhibit I are true and correct copies of the Certificate of Incorporation and By-Laws of the Mortgage Loan Seller, which Certificate of Incorporation and By-Laws are on the date hereof, and have been at all times in full force and effect. To the best of my knowledge, no proceedings looking toward liquidation or dissolution of the Mortgage Loan Seller are pending or contemplated. Each person listed below is and has been the duly elected and qualified officer or authorized signatory of the Mortgage Loan Seller and his genuine signature is set forth opposite his name: Name Office Signature Each person listed above who signed, either manually or by facsimile signature, the Mortgage Loan Purchase Agreement, dated as of December 2118, 2004 2003 (the "Purchase Agreement"), between the Mortgage Loan Seller and GMAC Commercial Mortgage Securities, Inc. providing for the purchase by GMAC Commercial Mortgage Securities, Inc. from the Mortgage Loan Seller of the Mortgage Loans, was, at the respective times of such signing and delivery, duly authorized or appointed to execute such documents in such capacity, and the signatures of such persons or facsimiles thereof appearing on such documents are their genuine signatures. Capitalized terms not otherwise defined herein have the meanings assigned to them in the Purchase Agreement.

Non-Recourse Exceptions. With respect to Audubon Park Apartments The guarantor's liability on the environmental recourse carve-out is capped at $3,500,000. Houghton Place Apartments It is not an event of default under the Mortgage Loan Nodocuments if a recourse carve-out guarantor files for bankruptcy, so long as two other guarantors with a combined net worth satisfying lender's generally applicable underwriting standards remain. DBM 20153, Imperial Office Center, different guarantors (who are generally the tenants in common of the Mortgaged Property) signed separate guaranties in connection with certain of West Haven Apartments The Borrower and the non-recourse carveout eventsguarantor are liable for the "intentional misappropriation" but not the "misappropriation" of tenant security deposits, rents, insurance proceeds and condemnation awards. Certain Chicago Pneumatic As a result of the guarantees are limited tenant-in-common Town Hall Industrial Building structure, each Borrower is liable under its recourse carveout guaranty only to the extent that the event that caused the liability for fraud under the guaranty was caused by such Borrower. Legal Compliance - Origination, Funding and Exceptions to Representation (50) Servicing Exceptions --------------------------------- -------------------- West Haven Apartments An individual who was contemplated to be one of the nonrecourse carevout guarantors submitted financial information that may not have been true, and such individual may thus have violated federal, state or willful misrepresentation committed local law with respect to the origination of mortgage loans. While this individual still owns an equity interest in the Borrower, he has been deprived, by that particular court order and by resolutions of the borrower, of all authority to make decisions with respect to or to participate in the management of the property and the Borrower. Because such individual no longer has any authority with respect the management of the property and the Borrower, and because the financial information he submitted is no longer regarded as reliable, he has been released as a recourse carevout guarantor. Also, The lender has not released the guarantors' liability for misappropriation for rents applies only to rents paid more than one month in advance. Mortgage Loan No. GA 19785, Strategic Hotel Portfolio, and Mortgage Loan No. DBM 20620, Fairfield Inn by Marriott, each is without recourse to any natural person for damages arising in the case of each obligations of the items enumerated in this representationother recourse carveout guarantor, who retains the authority to make decisions with respect to the Borrower. Mortgage Loan No. DBM 20569, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, is without recourse to any natural person for damages arising from breaches of the environment covenants in the Mortgage Loan documents. EXHIBIT C-1 FORM OF CERTIFICATE OF AN OFFICER OF THE MORTGAGE LOAN SELLER Certificate of Officer of German American Capital Corporation (the "Mortgage Loan Seller") I, _______________________, a __________________ of the Mortgage Loan Seller, hereby certify as follows: The Mortgage Loan Seller is a corporation duly organized and validly existing under the laws of the State of Maryland. Attached hereto as Exhibit I are true and correct copies of the Certificate of Incorporation and By-Laws of the Mortgage Loan Seller, which Certificate of Incorporation and By-Laws are on the date hereof, and have been at all times in full force and effect. To the best of my knowledge, no proceedings looking toward liquidation or dissolution of the Mortgage Loan Seller are pending or contemplated. Each person listed below is and has been the duly elected and qualified officer or authorized signatory of the Mortgage Loan Seller and his genuine signature is set forth opposite his name: Name Office Signature Each person listed above who signed, either manually or by facsimile signature, the Mortgage Loan Purchase Agreement, dated as of December 21, 2004 (the "Purchase Agreement"), between the Mortgage Loan Seller and GMAC Commercial Mortgage Securities, Inc. providing for the purchase by GMAC Commercial Mortgage Securities, Inc. from the Mortgage Loan Seller of the Mortgage Loans, was, at the respective times of such signing and delivery, duly authorized or appointed to execute such documents in such capacity, and the signatures of such persons or facsimiles thereof appearing on such documents are their genuine signatures. Capitalized terms not otherwise defined herein have the meanings assigned to them in the Purchase Agreement.SCHEDULE II

Non-Recourse Exceptions. With respect to Mortgage Loan No. DBM 20153, Imperial Office Center, different guarantors (who are generally the tenants in common of the Mortgaged Property) signed separate guaranties in connection with certain of the non-recourse carveout events. Various Various Certain of the guarantees are limited to liability Mortgage Loans have a recourse carveout for "material misrepresentation" rather than "fraud or willful misrepresentation committed by that particular guarantor. Alsoother intentional misrepresentation." 49 Columbia Hotel Portfolio Under the recourse carve-out provisions, the guarantors' liability for misappropriation for rents applies each tenant-in-common mortgagor is liable only to rents paid more than one month in advancethe extent that such tenant-in-common mortgagor caused the event that gave rise to the loss or liability. Mortgage Loan No. GA 19785, Strategic Hotel Portfolio, and Mortgage Loan No. DBM 20620, Fairfield Inn by Marriott, each 138 Stone Ridge Apartments Phase II The mortgagor is without recourse to any natural person for damages arising in the case of each of the items enumerated in this representation. Mortgage Loan No. DBM 20569, liable ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ misapplication by the mortgagor of rents paid by tenants more than one (1) month in advance. Exceptions to Representation (xl): Separate Tax Lots. 28 Wyndham Jacksonville Riverwalk The Mortgaged Property is ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ Hotel subdivided, is without recourse to any natural person for damages arising from breaches with one separate tax parcel consisting of the environment covenants Mortgaged Property as well as additional land identified as Parcels B and C. Parcels B and C are not included in the Mortgage Loan documentscollateral and are owned by an affiliate of the mortgagor. EXHIBIT C-1 FORM OF CERTIFICATE OF AN OFFICER OF THE MORTGAGE LOAN SELLER Certificate The mortgagor is required to (x) diligently and expeditiously prosecute to completion the subdivision of Officer of German American Capital Corporation Parcel B and Parcel C from the Mortgaged Property (the "Mortgage Loan SellerSubdivision") Ipursuant to and in accordance with all requirements of law, _______________________including, without limitation, obtaining all site plan, zoning and subdivision approvals from the appropriate governmental authorities and ensuring that, after giving effect to such Subdivision, the Mortgaged Property constitutes a __________________ separate legal tax parcel with sufficient parking and access to publicly-dedicated streets to satisfy the demands of the Mortgaged Property and all requirements of law, and (y) upon the request of lender, provide lender with periodic updates regarding the status of the Subdivision (including the status of any pending approvals), and, promptly following the completion of the Subdivision deliver evidence of such completion in form and substance reasonably satisfactory to lender (including copies of all final site plans, approvals, etc). During the term of the Mortgage Loan SellerLoan, hereby certify as follows: The Mortgage Loan Seller the mortgagor is required to cause the owner of Parcel B and Parcel C to maintain Parcel B and Parcel C in a corporation duly organized condition that will permit the Mortgaged Property to continue to enjoy access to, and validly existing under use of, sufficient parking and access to publicly-dedicated streets to satisfy the laws demands of the State Mortgaged Property and requirements of Marylandlaw and not to permit or undertake the development or use of Parcel B or Parcel C for any purpose which would have a material adverse effect. Attached hereto as Exhibit I are true and correct copies of If during the Certificate of Incorporation and By-Laws term of the Mortgage Loan SellerLoan, following the Subdivision, the Parcel B & Parcel C Land Owner elects to sell or otherwise transfer title to Parcel B and/or Parcel C, the mortgagor shall cause the Parcel B & C Land Owner to include in any deed or other transfer instrument, a covenant restricting the development or the use of such parcel for any purpose which Certificate of Incorporation and By-Laws are on the date hereof, and would have been at all times in full force and effect. To the best of my knowledge, no proceedings looking toward liquidation or dissolution of a material adverse effect for so long as the Mortgage Loan Seller are pending or contemplatedencumbers the Mortgaged Property. Each person listed below is and has been the duly elected and qualified officer or authorized signatory of the Mortgage Loan Seller and his genuine signature is set forth opposite his name: Name Office Signature Each person listed above who signedIn addition, either manually or by facsimile signature, the Mortgage Loan Purchase Agreement, dated as of December 21, 2004 (the "Purchase Agreement"), between the Mortgage Loan Seller and GMAC Commercial Mortgage Securities, Inc. providing lender will collect taxes for the purchase by GMAC Commercial Mortgage Securities, Inc. from Mortgaged Property and Parcels B and C until the Mortgage Loan Seller of the Mortgage Loans, was, at the respective times of such signing and delivery, duly authorized or appointed to execute such documents in such capacitySubdivision occurs, and the signatures mortgagor and the non-recourse carveout guarantor are indemnifying lender for any real estate or other taxes or assessments pertaining to Parcel B and/or Parcel C incurred in connection with any foreclosure, deed in lieu of such persons foreclosure or facsimiles thereof appearing on such documents are their genuine signaturesnon-judicial sale of the Mortgaged Property occurring prior to the Subdivision. Capitalized terms not otherwise defined herein have the meanings assigned Exception to them in the Purchase AgreementRepresentation (xli): Ground Leases.