EXECUTION COPY
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and
effective as of June 20, 2002, between German American Capital Corporation as
seller (the "Mortgage Loan Seller") and GMAC Commercial Mortgage Securities,
Inc. as purchaser (the "Purchaser").
Subject to the terms and conditions hereof, the Mortgage Loan Seller
desires to sell, assign, transfer and otherwise convey to the Purchaser, and the
Purchaser desires to purchase, the multifamily and commercial mortgage loans
(the "Mortgage Loans") identified on the schedule annexed hereto as Exhibit A
(the "Mortgage Loan Schedule").
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 Xxxxx'x
Investors Service, Inc. and Standard & Poor's Ratings Services, a division of
The XxXxxx-Xxxx Companies, 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 June 1, 2002 (the "Pooling and
Servicing Agreement"), among the Purchaser as depositor, GMAC Commercial
Mortgage Corporation as master servicer and special servicer, LaSalle Bank
National Association, as trustee (in such capacity, the "Trustee"), and ABN AMRO
Bank N.V., as fiscal agent. Capitalized terms not otherwise defined herein have
the meanings assigned to them in the Pooling and Servicing Agreement as in
effect on the Closing Date.
The Purchaser intends to sell the Class A-1, Class A-2, Class A-3,
Class B, Class C, Class D and Class E Certificates to Deutsche Bank Securities
Inc. and Xxxxxxx, Xxxxx & Co. (together, the "Underwriters"), pursuant to an
underwriting agreement dated the date hereof (the "Underwriting Agreement"). The
Purchaser intends to sell the Class X-1, Class X-2, Class F, Class G and Class H
Certificates to Deutsche Bank Securities Inc. and Xxxxxxx, Sachs & Co. (in such
capacity, each an "Initial Purchaser") and the Class J, Class K, Class L, Class
M, Class N, Class O and Class P Certificates to Deutsche Bank Securities Inc.
(in such capacity, an "Initial Purchaser") pursuant to two certificate purchase
agreements, each dated the date hereof (the "Certificate Purchase Agreements").
The Purchaser intends to sell the Class R-I, Class R-II and Class R-III
Certificates to a Qualified Institutional Buyer (in such capacity, an "Initial
Purchaser"). The Class X-1, Class X-2, Class F, Class G, Class H, Class J, Class
K, Class L, Class M, Class N, Class O, Class P, Class R-I, Class R-II and Class
R-III Certificates are collectively referred to as the "Non-Registered
Certificates."
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase.
Subject to the terms and conditions hereof, the Mortgage Loan Seller
agrees to sell, assign, transfer and otherwise convey to the Purchaser, and the
Purchaser agrees to purchase, the
Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on
June 27, 2002 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 June 2002. 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
$137,338,935.33, subject to a variance of plus or minus 5%. The purchase price
for the Mortgage Loans shall be determined by the parties pursuant to an agreed
upon schedule.
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt by the
Mortgage Loan Seller of the purchase price referred to in Section 1 hereof
(exclusive of any applicable holdback for transaction expenses), the Mortgage
Loan Seller does hereby sell, transfer, assign, set over and otherwise convey to
the Purchaser, without recourse, all the right, title and interest of the
Mortgage Loan Seller in and to the Mortgage Loans identified on the Mortgage
Loan Schedule as of such date, including all interest and principal received or
receivable by the Mortgage Loan Seller on or with respect to the Mortgage Loans
after the Cut-off Date for each such Mortgage Loan, together with all of the
Mortgage Loan Seller's right, title and interest in and to the proceeds of any
related title, hazard, or other insurance policies and any escrow, reserve or
other comparable accounts related to the Mortgage Loans. The Purchaser shall be
entitled to (and, to the extent received by or on behalf of the Mortgage Loan
Seller, the Mortgage Loan Seller shall deliver or cause to be delivered to or at
the direction of the Purchaser) all scheduled payments of principal and interest
due on the Mortgage Loans after the Cut-off Date for each such Mortgage Loan,
and all other recoveries of principal and interest collected thereon after such
Cut-off Date. All scheduled payments of principal and interest due thereon on or
before the Cut-off Date for each Mortgage Loan and collected after such Cut-off
Date shall belong to the Mortgage Loan Seller.
(b) In connection with the Mortgage Loan Seller's assignment pursuant to
subsection (a) above, the Mortgage Loan Seller acknowledges that the Depositor
has directed the Mortgage Loan Seller, and the Mortgage Loan Seller hereby
agrees, to deliver the Mortgage File to the Trustee, and otherwise comply with
the requirements of Sections 2.01(b), 2.01(c) and 2.01(d) of the Pooling and
Servicing Agreement, provided that whenever the term Mortgage File is used to
refer to documents actually received by the Purchaser or the Trustee, such term
shall not be deemed to include such documents and instruments required to be
included therein unless they are actually so received.
(c) The Mortgage Loan Seller and the Purchaser intend the transfer of the
Mortgage Loans hereunder to be a true sale by the Mortgage Loan Seller to the
Purchaser that is absolute and irrevocable and that provides the Purchaser with
full control of the Mortgage Loans.
SECTION 3. Examination of Mortgage Loan Files and Due Diligence Review.
The Mortgage Loan Seller shall reasonably cooperate with any
examination of the Mortgage Files and Servicing Files that may be undertaken by
or on behalf of the Purchaser.
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The fact that the Purchaser has conducted or has failed to conduct any partial
or complete examination of the Mortgage Files and/or Servicing Files shall not
affect the Purchaser's right to pursue any remedy available in equity or at law
for a breach of the Mortgage Loan Seller's representations, warranties and
covenants set forth in or contemplated by Section 4.
SECTION 4. Representations, Warranties and Covenants of the Mortgage Loan
Seller.
(a) Reserved.
(b) The Mortgage Loan Seller, as of the date hereof, hereby represents and
warrants to, and covenants with, the Purchaser that:
(i) The Mortgage Loan Seller is a corporation, duly organized, validly
existing and in good standing under the laws of the State of Maryland, and
is in compliance with the laws of each State to the extent necessary to
perform its obligations under this Agreement.
(ii) The execution and delivery of this Agreement by the Mortgage Loan
Seller, and the performance and compliance with the terms of this Agreement
by the Mortgage Loan Seller, will not violate the Mortgage Loan Seller's
organizational documents or constitute a default (or an event which, with
notice or lapse of time, or 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 affects the ability of the
Mortgage Loan Seller to carry out the transactions contemplated by this
Agreement.
(iii) The Mortgage Loan Seller has the full power and authority to
enter into and consummate all transactions contemplated by this Agreement,
has duly authorized the execution, delivery and performance of this
Agreement, and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by the Purchaser, constitutes a valid, legal and binding
obligation of the Mortgage Loan Seller, enforceable against the Mortgage
Loan Seller in accordance with the terms hereof, subject to (A) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting
the enforcement of creditors' rights generally, (B) general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law, and (C) public policy considerations
underlying the securities laws, to the extent that such public policy
considerations limit the enforceability of the provisions of this Agreement
that purport to provide indemnification for securities laws liabilities.
(v) The Mortgage Loan Seller is not in violation of, and its execution
and delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, any
order or decree of any court or arbiter, or any order, regulation or demand
of any federal, state or local governmental or regulatory authority, which
violation, in the Mortgage Loan Seller's good faith and reasonable
judgment, is likely to affect materially and adversely either the ability
of the Mortgage Loan Seller to perform its obligations under this Agreement
or the financial condition of the Mortgage Loan Seller.
(vi) No litigation is pending with regard to which the Mortgage Loan
Seller has received service of process or, to the best of the Mortgage Loan
Seller's knowledge, threatened against the Mortgage Loan Seller the outcome
of which, in the Mortgage Loan Seller's good faith and reasonable judgment,
could reasonably be expected to prohibit the Mortgage Loan Seller from
entering into this Agreement or materially and adversely affect the ability
of the
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Mortgage Loan Seller to perform its obligations under this Agreement or
the financial condition of the Mortgage Loan Seller.
(vii) The Mortgage Loan Seller has not dealt with any broker,
investment banker, agent or other person, other than the Purchaser, the
Underwriters, the Initial Purchasers and their respective affiliates, that
may be entitled to any commission or compensation in connection with the
sale of the Mortgage Loans by the Mortgage Loan Seller to the Purchaser or
the consummation of any of the other 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 (including, with respect to any bulk
sale laws), for the execution, delivery and performance of or compliance by
the Mortgage Loan Seller with this Agreement, or the consummation by the
Mortgage Loan Seller of any transaction contemplated hereby, other than (1)
the filing or recording of financing statements, instruments of assignment
and other similar documents necessary in connection with Mortgage Loan
Seller's sale of the Mortgage Loans to the Purchaser, (2) such consents,
approvals, authorizations, qualifications, registrations, filings or
notices as have been obtained or made and (3) where the lack of such
consent, approval, authorization, qualification, registration, filing or
notice would not have a material adverse effect on the performance by the
Mortgage Loan Seller under this Agreement.
(c) Upon discovery by any of the parties hereto of a breach of any of the
representations and warranties made pursuant to and set forth in subsection (b)
above which materially and adversely affects the interests of the Purchaser, the
party discovering such breach shall give prompt written notice to the other
party hereto.
SECTION 5. Representations, Warranties and Covenants of the Purchaser.
(a) The Purchaser, as of the date hereof, hereby represents and warrants
to, and covenants with, the Mortgage Loan Seller that:
(i) The Purch aser is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware.
(ii) The execution and delivery of this Agreement by the Purchaser,
and the performance and compliance with the terms of this Agreement by the
Purchaser, will not violate the Purchaser's organizational documents or
constitute a default (or an event which, with notice or lapse of time, or
both, would constitute a default) under, or result in
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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 affects the ability of the Purchaser to carry out
the transactions contemplated by this Agreement.
(iii) The Purchaser has the full power and authority to enter into and
consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and
has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by the Mortgage Loan Seller, constitutes a valid, legal and
binding obligation of the Purchaser, enforceable against the Purchaser in
accordance with the terms hereof, subject to (A) applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally, (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 Purchaser is not in violation of, and its execution and
delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, any
order or decree of any court or arbiter, or any order, regulation or demand
of any federal, state or local governmental or regulatory authority, which
violation, in the Purchaser's good faith and reasonable judgment, is likely
to affect materially and adversely either the ability of the Purchaser to
perform its obligations under this Agreement or the financial condition of
the Purchaser.
(vi) No litigation is pending or, to the best of the Purchaser's
knowledge, threatened against the Purchaser which would prohibit the
Purchaser from entering into this Agreement or, in the Purchaser's good
faith and reasonable judgment, is likely to materially and adversely affect
either the ability of the Purchaser to perform its obligations under this
Agreement or the financial condition of the Purchaser.
(vii) The Purchaser has not dealt with any broker, investment banker,
agent or other person, other than the Mortgage Loan Seller, the
Underwriters, the Initial Purchasers and their respective affiliates, that
may be entitled to any commission or compensation in connection with the
sale of the Mortgage Loans or the consummation of any of the transactions
contemplated hereby.
(viii) No consent, approval, authorization or order of, registration
or filing with, or notice to, any governmental authority or court is
required, under federal or state law, for the execution, delivery and
performance of or compliance by the Purchaser with this Agreement, or the
consummation by the Purchaser of any transaction contemplated hereby, other
than (1) such consents, approvals, authorizations, qualifications,
registrations, filings or notices as have been obtained or made and (2)
where the lack of such consent, approval, authorization, qualification,
registration, filing or notice would
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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 Mortgage Loan Seller, the party discovering such
breach shall give prompt written notice to the other party hereto.
SECTION 6. Reserved.
SECTION 7. Closing.
The closing of the sale of the Mortgage Loans (the "Closing") shall be held
at the offices of Mayer, Brown, Xxxx & Maw, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx
00000 at 10:00 a.m., New York City time, on the Closing Date.
The Closing shall be subject to each of the following conditions:
(i) All of the representations and warranties of the Mortgage Loan
Seller and the Purchaser specified herein shall be true and correct as of
the Closing Date;
(ii) All documents specified in Section 8 (the "Closing Documents"),
in such forms as are agreed upon and reasonably acceptable to the
Purchaser, shall be duly executed and delivered by all signatories as
required pursuant to the respective terms thereof;
(iii) The Mortgage Loan Seller shall have delivered and released to
the Trustee, the Purchaser or the Purchaser's designee, as the case may be,
all documents and funds required to be so delivered pursuant to Section 2;
(iv) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with,
and the Mortgage Loan Seller shall have the ability to comply with all
terms and conditions and perform all duties and obligations required to be
complied with or performed after the Closing Date; and
(v) The Underwriting Agreement shall not 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.
6
SECTION 8. Closing Documents.
The Closing Documents shall consist of the following:
(i) this Agreement duly executed and delivered by the Purchaser and
the Mortgage Loan Seller;
(ii) an Officer's Certificate substantially in the form of Exhibit B-1
hereto, executed by the Secretary or an assistant secretary of the Mortgage
Loan Seller, and dated the Closing Date, and upon which the Purchaser, each
Underwriter and each Initial Purchaser may rely, attaching thereto as
exhibits the organizational documents of the Mortgage Loan Seller;
(iii) a certificate of good standing regarding the Mortgage Loan
Seller from the Secretary of State for the State of Maryland, dated not
earlier than 30 days prior to the Closing Date;
(iv) a certificate of the Mortgage Loan Seller substantially in the
form of Exhibit B-2 hereto, executed by an executive officer or authorized
signatory of the Mortgage Loan Seller and dated the Closing Date, and upon
which the Purchaser, each Underwriter and each Initial Purchaser may rely;
(v) in a form reasonably acceptable to counsel to the Purchaser, a
written opinion of counsel for the Mortgage Loan Seller, subject to such
reasonable assumptions and qualifications as may be requested by counsel
for the Mortgage Loan Seller and acceptable to counsel for the Purchaser,
dated the Closing Date and addressed to the Purchaser and each Underwriter;
(vi) to the extent required by any of the Rating Agencies, a written
opinion of counsel for the Purchaser regarding the characterization of the
transfer of the Mortgage Loans to the Purchaser as a "true sale", subject
to such reasonable assumptions and qualifications as may be requested by
counsel for the Purchaser, dated the Closing Date and addressed to the
Rating Agencies, the Purchaser, each Underwriter and the Trustee;
(vii) the Supplemental Agreement, dated as of the date hereof, between
GMAC Commercial Mortgage Corporation ("GMACCM") and the Mortgage Loan
Seller (the "Supplemental Agreement"), duly executed and delivered by
GMACCM and the Mortgage Loan Seller; and
(viii) such further certificates, opinions and documents as the
Purchaser may reasonably request.
SECTION 9. Reserved.
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SECTION 10. Assignment of Supplemental Agreement.
In connection with the transfer of the Mortgage Loans hereunder, the
Mortgage Loan Seller hereby assigns to the Purchaser all of the Mortgage Loan
Seller's right, title and interest in and to the Supplemental Agreement.
SECTION 11. Notices.
All demands, notices and communications hereunder shall be in writing
and shall be deemed to have been duly given if personally delivered to or
mailed, by registered mail, postage prepaid, by overnight mail or courier
service, or transmitted by facsimile and confirmed by a similar mailed writing,
if to the Purchaser, addressed to GMAC Commercial Mortgage Securities, Inc. at
000 Xxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxx 00000-0000, Attention: Structured Finance
Manager, facsimile no. (000) 000-0000, with a copy to the General Counsel, GMAC
Commercial Mortgage Corporation, or such other address or facsimile number as
may hereafter be furnished to the Mortgage Loan Seller in writing by the
Purchaser; and if to the Mortgage Loan Seller, addressed to German American
Capital Corporation, at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Xxxxxx Xxxx, facsimile no. (000) 000-0000, or to such other address
or facsimile number as the Mortgage Loan Seller may designate in writing to the
Purchaser.
SECTION 12. Reserved.
SECTION 13. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Mortgage Loan Seller submitted pursuant hereto, shall remain
operative and in full force and effect and shall survive delivery of the
Mortgage Loans by the Mortgage Loan Seller to the Purchaser or its designee.
SECTION 14. Severability of Provisions.
Any part, provision, representation, warranty or covenant of this
Agreement that is prohibited or which is held to be void or unenforceable shall
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
unenforceable or is held to be void or unenforceable in any particular
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. To the extent permitted by applicable law,
the parties hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.
SECTION 15. Counterparts.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
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SECTION 16. GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF
THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES EXCEPT THAT THE PARTIES HERETO INTEND THAT THE PROVISIONS OF
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS
AGREEMENT.
SECTION 17. Further Assurances.
The Mortgage Loan Seller and the Purchaser agree to execute and deliver
such instruments and take such further actions as the other party may, from time
to time, reasonably request in order to effectuate the purposes and to carry out
the terms of this Agreement.
SECTION 18. Successors and Assigns.
The rights and obligations of the Mortgage Loan Seller under this Agreement
shall not be assigned by the Mortgage Loan Seller without the prior written
consent of the Purchaser, except that any person into which the Mortgage Loan
Seller may be merged or consolidated, or any corporation or other entity
resulting from any merger, conversion or consolidation to which the Mortgage
Loan Seller is a party, or any person succeeding to all or substantially all of
the business of the Mortgage Loan Seller, shall be the successor to the Mortgage
Loan Seller hereunder. The Purchaser has the right to assign its interest under
this Agreement, in whole or in part, as may be required to effect the purposes
of the Pooling and Servicing Agreement, and the assignee shall, to the extent of
such assignment, succeed to the rights and obligations hereunder of the
Purchaser. Subject to the foregoing, this Agreement shall bind and inure to the
benefit of and be enforceable by the Mortgage Loan Seller and the Purchaser, and
their permitted successors and assigns.
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.
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IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective duly authorized officers as of the date first
above written.
GERMAN AMERICAN CAPITAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Authorized Signatory
By: /s/ Xxxxx X. Xxxxxxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: Vice President
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
By: /s/ Xxxxx Xxxxxxx
----------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
Acknowledged and Agreed with respect to Section 10:
GMAC COMMERCIAL MORTGAGE
CORPORATION
By: /s/ Xxxxx Xxxxxxx
----------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
EXHIBIT A
MORTGAGE LOAN SCHEDULE
LOAN NUMBER PROPERTY NAME ADDRESS CITY
---------------------------------------------------------------------------------------------------------------------------------
33878 Sovran Self-Storage Loan
00000-0 Xxxxxx Self-Storage (Austin) 0000 X. Xxxxx Xxxxxxxxx Xxxxxx
00000-0 Sovran Self-Storage (Xxxxxxxx) 0000 Xxxxx 00 Xxxxxxxx
---------------------------------------------------------------------------------------------------------------------------------
33878-3 Sovran Self-Storage (Dayton) 0000 Xxxxxxxx Xxxx Xxxxxx
00000-0 Xxxxxx Xxxx-Xxxxxxx (Xxxx Xxxxxxx) 0000 Xxxxxxx Xxxx Xxxx Xxxxxxx
00000-0 Sovran Self-Storage (Kalamazoo) 0000 Xxxxx 00xx Xxxxxx Kalamazoo
00000-0 Xxxxxx Xxxx-Xxxxxxx (Xxxxxx Xxxx) 0000 X. Xxxx Xxxxxx League City
---------------------------------------------------------------------------------------------------------------------------------
00000-0 Xxxxxx Xxxx-Xxxxxxx (Xxxxxx Xxxxx) 800 Xxxxxx Boulevard Lehigh Acres
33878-8 Sovran Self-Storage (Northbridge) 000 Xxxxxx Xxxxxx Xxxxxxxxx Xxxxxxxxxxx
00000-0 Sovran Self-Storage (Titusville) 0000 Xxxxxx Xxxxxx Xxxxxxxxxx
00000-00 Sovran Self-Storage (Wyoming) 4309 Xxxxx X. Xxxxxxx Xxxxxxxxx Xxxxxxx
00000-00 Sovran Self-Storage (Springdale) 00000 Xxxxxxxxxxx Xxxx Xxxxxxxxxx
00000 Courtyard by Marriott (New Orleans) 000 Xxxxx Xxxxxx Xxx Xxxxxxx
00000 Xxxxxxx Office Building 0000 Xxxxxxx Xxxx Xxxxxxx
00000 Towne Center 00 Xxxxxx Xxxxxx Xxxx Xxxx Xxxxx Xxxxxxxxx
00000 The Homestead 00000 Xxxxx Xxxxxxx 000 Xxxxxx
---------------------------------------------------------------------------------------------------------------------------------
33100 Lake City Mall 0000 Xxxx X.X. Xxxxxxx 00, 429 U.S. Xxxxxxx 00 Xxxx Xxxx Xxxx
00000 Holiday Inn (Orangeburg) 000 Xxxxx Xxxxx 000 Xxxxxxxxxx
00000 Adobe Villas Apartments 0000 Xxxx Xxxx Xxxx Xxxxxxxxx Xxx Xxxxx
00000 Courtyard Apartments 0000 X. 000xx Xxxxxx Xxxxxxxxxx
00000 Target at Xxxxxx Valley Mall 0000 Xxxxxx Xxxxxx Xxxxxxxx
---------------------------------------------------------------------------------------------------------------------------------
00000 Xxxxxx Self Storage 4060 Via Pescador Camarillo
35281 Village Square Apartments 910 & 000 X. Xxxxxxxxxx Xx. Xxxxxxxxxx
00000 Xxxxxxxx Self Storage 0000 Xxxxxx Xxxxxx Davis
34538 Xxxxxxx Xxxxx Xxxxxxxxxx 0000 Xxxxxxx Xxxxx Xxxx. Xxx Xxxx
---------------------------------------------------------------------------------------------------------------------------------
34926 Pelican Bay Apartments 000 Xxxxxxx Xxxxxx Xxxxxx Xxxx
00000 Gateway Self Storage
31138-1 0000 Xxxxx Xxxxx Xx 0000 Xxxxx Xxxxx Xx Xxxxxxx
00000-0 000 Xxxxxxx Xx 000 Xxxxxxx Xx Xxxxxxx
---------------------------------------------------------------------------------------------------------------------------------
31138-3 000 Xxxxxxxx Xxxxx Xx 000 Xxxxxxxx Xxxxx Xx Xxxxxxxxxxxx
00000 Central Self Storage 000 X.X. 00xx Xxxxxx Xxxxxxx Xxxxx
00000 Xxxxxxxx Xxxx Apartments 1971-1985, 0000-0000 Xxxxxxxx Xxxxxx Xxxxxxxxxxx
MORTGAGE
RATE RATE ORIGINAL CUT-OFF DATE
LOAN NUMBER STATE ZIP CODE (%) TYPE BALANCE ($) BALANCE ($)
--------------------------------------------------------------------------------------------------------------------------------
33878 7.80000 Fixed 30,500,000 30,383,449
00000-0 Xxxxx 00000 - - -
00000-0 New York 10509 - - -
--------------------------------------------------------------------------------------------------------------------------------
33878-3 Ohio 45414 - - -
33878-4 Michigan 48823 - - -
33878-5 Michigan 49009 - - -
33878-6 Texas 77573 - - -
--------------------------------------------------------------------------------------------------------------------------------
33878-7 Florida 33971 - - -
33878-8 Massachusetts 01534 - - -
00000-0 Xxxxxxx 00000 - - -
00000-00 Michigan 49548 - - -
33878-11 Ohio 45246 - - -
00000 Xxxxxxxxx 00000 7.90000 Fixed 18,000,000 17,726,779
00000 Xxxxx 00000 7.27000 Fixed 14,940,000 14,893,058
00000 Xxxxxxxxxxxxx 00000 7.18000 Fixed 14,640,000 14,575,385
00000 Xxxxx 00000 7.45000 Fixed 11,000,000 10,960,525
--------------------------------------------------------------------------------------------------------------------------------
00000 Xxxxxxx 00000 7.48000 Fixed 10,300,000 10,263,277
32376 Xxx Xxxx 00000 7.39000 Fixed 8,800,000 8,730,853
00000 Xxxxxx 00000 7.30000 Fixed 4,320,000 4,289,313
00000 Xxxxxxxx 00000 6.90000 Fixed 4,115,000 4,095,657
00000 Xxx Xxxx 00000 7.26000 Fixed 4,000,000 3,985,043
--------------------------------------------------------------------------------------------------------------------------------
00000 Xxxxxxxxxx 00000 7.73000 Fixed 3,400,000 3,364,559
00000 Xxxxxxxx 00000 7.29000 Fixed 2,670,000 2,657,116
00000 Xxxxxxxxxx 00000 7.70000 Fixed 2,325,000 2,318,251
00000 Xxxxxxxx 00000 7.29000 Fixed 2,030,000 2,020,204
--------------------------------------------------------------------------------------------------------------------------------
00000 Xxxxxxx 00000 7.07000 Fixed 2,000,000 1,985,927
31138 7.82000 Fixed 1,890,000 1,877,184
00000-0 Xxxxxxxx 00000 - - -
00000-0 Maryland 21619 - - -
--------------------------------------------------------------------------------------------------------------------------------
31138-3 Xxxxxxxx 00000 - - -
00000 Xxxxxxx 00000 7.72000 Fixed 1,835,000 1,822,240
00000 Xxxxxxxx 00000 7.05000 Fixed 1,400,000 1,390,115
REMAINING ANTICIPATED
TERM TO REPAYMENT DATE PAYMENT MONTHLY
LOAN NUMBER MATURITY (MOS.) MATURITY DATE DATE DUE PAYMENT ARD LOAN
------------------------------------------------------------------------------------------------------------------------
33878 114 12/5/11 5 219,560.50
33878-1 -
33878-2 -
------------------------------------------------------------------------------------------------------------------------
33878-3 -
33878-4 -
33878-5 -
33878-6 -
------------------------------------------------------------------------------------------------------------------------
33878-7 -
33878-8 -
33878-9 -
33878-10 -
33878-11 -
30438 105 3/1/11 1 137,736.63
34665 116 2/5/12 5 102,119.88
33484 114 12/5/11 5 99,176.46
34270 115 1/5/12 5 76,537.33
------------------------------------------------------------------------------------------------------------------------
33100 115 1/5/12 5 71,878.09
32376 113 11/1/11 1 64,402.89
33110 110 8/5/11 5 29,616.66
34347 114 12/5/11 5 27,101.40
34086 115 1/5/12 5 27,314.19
------------------------------------------------------------------------------------------------------------------------
32451 110 8/5/11 5 25,636.55
35281 115 1/5/12 5 18,872.35
34947 117 3/5/12 5 17,485.14
34538 115 1/5/12 5 14,348.64
------------------------------------------------------------------------------------------------------------------------
34926 114 12/5/11 5 14,225.02
31138 109 7/5/11 5 13,631.73
31138-1 -
31138-2 -
------------------------------------------------------------------------------------------------------------------------
31138-3 -
30236 109 7/5/11 5 13,108.14
32019 114 12/5/11 5 9,939.61
ADDITIONAL
CREDIT LEASE BROKER STRIP SERVICING CROSS COLLATERALIZED
LOAN NUMBER LOAN PREPAYMENT PROVISION LOAN FEE LOAN LOAN GROUPS
----------------------------------------------------------------------------------------------------------------------------------
33878 Lockout/30_Defeasance/88_0%/2
33878-1
33878-2
----------------------------------------------------------------------------------------------------------------------------------
33878-3
33878-4
33878-5
33878-6
----------------------------------------------------------------------------------------------------------------------------------
33878-7
33878-8
33878-9
33878-10
33878-11
30438 Lockout/48_Defeasance/68_0%/4
34665 Lockout/28_Defeasance/90_0%/2
33484 Lockout/30_ Defeasance/88_0%/2
34270 Lockout/29_Defeasance/89_0%/2
----------------------------------------------------------------------------------------------------------------------------------
33100 Lockout/29_Defeasance/87_0%/4
32376 Lockout/43_Defeasance/73_0%/4
33110 Lockout/34_Defeasance/84_0%/2
34347 Lockout/30_Defeasance/88_0%/2
34086 Lockout/29_Defeasance/87_0%/4
----------------------------------------------------------------------------------------------------------------------------------
32451 Lockout/34_Defeasance/84_0%/2
35281 Lockout/29_Defeasance/87_0%/4 Group C
34947 Lockout/27_ Defeasance/91_ 0%/2
34538 Lockout/29_Defeasance/87_0%/4 Group C
----------------------------------------------------------------------------------------------------------------------------------
34926 Lockout/30_ Defeasance/88_ 0%/2
31138 Lockout/35_Defeasance/83_0%/2
31138-1
31138-2
----------------------------------------------------------------------------------------------------------------------------------
31138-3
30236 Lockout/35_Defeasance/83_0%/2
32019 Lockout/30_Defeasance/89_0%/1
MASTER
ENVIRONMENTAL LETTER OF SERVICING
LOAN NUMBER INSURANCE LOAN CREDIT LOAN LEASEHOLD FEE RATE (%)
-----------------------------------------------------------------------------------------------------------------
33878 0.12820
33878-1
33878-2
-----------------------------------------------------------------------------------------------------------------
33878-3
33878-4
33878-5
33878-6
-----------------------------------------------------------------------------------------------------------------
33878-7
33878-8
33878-9
33878-10
33878-11
30438 0.12820
34665 0.12820
33484 Both Fee/Leasehold 0.12820
34270 0.12820
-----------------------------------------------------------------------------------------------------------------
33100 0.12820
32376 Leasehold 0.12820
33110 0.12820
34347 0.12820
34086 0.12820
-----------------------------------------------------------------------------------------------------------------
32451 0.12820
35281 0.12820
34947 0.12820
34538 0.12820
-----------------------------------------------------------------------------------------------------------------
34926 0.12820
31138 0.12820
31138-1
31138-2
-----------------------------------------------------------------------------------------------------------------
31138-3
30236 0.12820
32019 0.12820
X-0
XXXXXXX X-0
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
organizational documents of the Mortgage Loan Seller which organizational
documents 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 Supplemental Agreement, dated June 20, 2002 (the "Supplemental
Agreement") between GMAC Commercial Mortgage Corporation and the Mortgage Loan
Seller, and/or the Mortgage Loan Purchase Agreement, dated June 20, 2002 (the
"Mortgage Loan 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 Mortgage Loan Purchase Agreement.
B-1-1
IN WITNESS WHEREOF, the undersigned has executed this certificate as of
June 27, 2002.
By:
----------------------------------
Name:
Title:
I, [name], [title], hereby certify that ______________________ is a
duly elected or appointed, as the case may be, qualified and acting that
______________________ of the Mortgage Loan Seller and that the signature
appearing above is his or her genuine signature.
IN WITNESS WHEREOF, the undersigned has executed this certificate as of
June 27, 2002.
By:
-----------------------------------
Name:
Title:
X-0-0
XXXXXXX X-0
FORM OF CERTIFICATE OF THE MORTGAGE LOAN SELLER
Certificate of German American Capital Corporation
In connection with the execution and delivery by German American
Capital Corporation (the "Mortgage Loan Seller") of, and the consummation of the
transaction contemplated by, that certain Mortgage Loan Purchase Agreement,
dated as of June 20, 2002 (the "Mortgage Loan Purchase Agreement"), between GMAC
Commercial Mortgage Securities, Inc. and the Mortgage Loan Seller, the Mortgage
Loan Seller hereby certifies that (i) the representations and warranties of the
Mortgage Loan Seller in the Mortgage Loan Purchase Agreement are true and
correct in all material respects at and as of the date hereof with the same
effect as if made on the date hereof, and (ii) the Mortgage Loan Seller has, in
all material respects, complied with all the agreements and satisfied all the
conditions on its part set forth in the Mortgage Loan Purchase Agreement 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 Mortgage Loan
Purchase Agreement.
Certified this 27th day of June, 2002.
GERMAN AMERICAN CAPITAL
CORPORATION
By:
-------------------------------------
Name:
Title:
