EXHIBIT 99.6
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and
effective as of March 29, 2001, between Xxxxxxx Xxxxx Mortgage Company as seller
(the "Seller") and GMAC Commercial Mortgage Securities, Inc. as purchaser (the
"Purchaser").
Subject to the terms and conditions hereof, the 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 Fitch,
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 April 1, 2001 (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 Xxxxx Fargo Bank
Minnesota, N.A., 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 and Class D Certificates to Xxxxxxx, Xxxxx & Co. and Deutsche Banc Alex. Xxxxx
Inc. (together, the "Underwriters"), pursuant to an underwriting agreement dated
the date hereof (the "Underwriting Agreement"). The Purchaser intends to sell
the Class X-1, Class X-2, Class E, Class F and Class G] Certificates to Xxxxxxx,
Sachs & Co. and Deutsche Banc Alex. Xxxxx Inc. (in such capacity, each an
"Initial Purchaser") and the Class H, Class J, Class K, Class L, Class M, Class
N, Class O and Class P Certificates to Commercial Asset Trading, 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 Xxxxxxx, Sachs & Co. (in such capacity, an "Initial Purchaser").
The Class X-1, Class X-2, 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 Seller agrees to sell,
assign, transfer and otherwise convey to the Purchaser, and the Purchaser agrees
to purchase, the Mortgage Loans. The purchase and sale of the Mortgage Loans
shall take place on April 5, 2001 or such other date as shall be mutually
acceptable to the parties hereto (the "Closing Date"). The "Cut-off Date" with
respect to any Mortgage Loan is the Due Date for such Mortgage Loan in April
2001. 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 $276,434,536, subject to a variance of plus or minus
5%. The purchase price for the Mortgage Loans shall be calculated and paid
pursuant to the Mortgage Loan Purchase Agreements dated as of September 28,
2000, December 28, 2000 and March 29, 2001, respectively, each between the
Seller, as purchaser, and the Purchaser, as seller.
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 each 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 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 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 Exhibit B hereto) for each Mortgage Loan so
assigned to the extent that such Mortgage File was delivered to the Seller by
GMAC Commercial Mortgage Corporation. On the Closing 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) 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
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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.
(d) The Seller and the Purchaser intend the transfer of the Mortgage
Loans hereunder to be a true sale by the 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 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) Reserved.
(b) The Seller, as of the date hereof, hereby represents and warrants
to, and covenants with, the Purchaser that:
(i) The Seller is a limited partnership, duly organized, validly
existing and in good standing under the laws of the State of New York,
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 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
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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 the 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 materially
and adversely affect the ability of the Seller to perform its
obligations under this Agreement or the financial condition of the
Seller.
(vii) The 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 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 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,
the party discovering such breach shall give prompt written notice to the other
party hereto.
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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, in each case which materially and adversely affect 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 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 Seller, the
Underwriters, the Initial Purchasers and their respective affiliates,
that may be entitled to any commission or compensation in
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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. Reserved.
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 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 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 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.
6
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:
(i) this Agreement duly executed and delivered by the Purchaser
and the Seller;
(ii) an Officer's Certificate substantially in the form of
Exhibit C-1 hereto, executed by the Secretary or an assistant
secretary of the 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
Seller;
(iii) a certificate of good standing regarding the Seller from
the Secretary of State for the State of New York, dated not earlier
than 30 days prior to the Closing Date;
(iv) a certificate of the Seller substantially in the form of
Exhibit C-2 hereto, executed by an executive officer or authorized
signatory of the Seller and dated the Closing Date, and upon which the
Purchaser, each Underwriter and each Initial Purchaser may rely;
(v) a written opinion of counsel for the Seller, substantially in
the form of Exhibit C-3 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, each Underwriter and each Initial
Purchaser;
(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 Seller
(the "Supplemental Agreement"), duly executed and delivered by GMACCM
and the Seller; and
(viii) such further certificates, opinions and documents as the
Purchaser may reasonably request.
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SECTION 9. Reserved.
SECTION 10. Assignment of Supplemental Agreement.
In connection with the transfer of the Mortgage Loans hereunder, the
Seller hereby assigns to the Purchaser all of the 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 Seller in writing by the Purchaser; and if to
the Seller, addressed to Xxxxxxx Xxxxx Mortgage Company, at 00 Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxxxx, facsimile no. (000) 000-0000 or to
such other address or facsimile number as the 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 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.
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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 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.
SECTION 19. Amendments
(a) 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.
XXXXXXX XXXXX MORTGAGE COMPANY,
a New York Limited Partnership
By: Xxxxxxx Sachs Real Estate Funding Corp.,
its General Partner
By: /s/ Xxx Xxxxxx
----------------------------------------
Name: Xxx Xxxxxx
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
A-1
GMACCM - Xxxxxxx Xxxxx Repurchase Facility
INTEREST
RATE
LOAN NUMBER LOAN NAME ADDRESS CITY STATE ZIP CODE (%)
---------------- ------------------ --------------- -------------- -------------- -------- ----------
29129 Mount Pleasant 0000 Xxxxxxxx Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx 00000 7.58000
Xxxxx Xxxxxx Xxxxxx Xxxxx
00000 Xxxx Xxxxxx 7.82000
Industrial
Portfolio
30696-A 000 00xx Xxxxxx 000 00xx Xxxxxxxxxx Xxx Xxxx 00000
Avenue
---------------- ------------------ --------------- ------------- -------------- -------- ----------
30696-B 000 00xx Xxxxxx 000 00xx Xxxxxxxxxx Xxx Xxxx 00000
Avenue
30696-C 0 Xxxxx Xxxx 0 Xxxxx Xxxx Xxxxxxxxxx Xxx Xxxx 00000
30696-D 00 00xx Xxxxxx 00 00xx Xxxxxx Xxxxxxxxxx Xxx Xxxx 00000
30696-E 00 00xx Xxxxxx 00 00xx Xxxxxx Xxxxxxxxxx Xxx Xxxx 00000
30696-F 33 Comac Xxxx 00 Xxxxx Xxxx Xxxxxxxxxx Xxx Xxxx 00000
---------------- ------------------ --------------- ------------- -------------- -------- ----------
30696-G 101-125 Comac 000-000 Xxxxx Xxxxxxxxxx Xxx Xxxx 00000
Street Street
30696-H 2905 Veterans 2905 Veterans Ronkonkoma New York 00000
Xxxxxxx Xxxxxxx
00000-X 00 Xxxxxxxxx Xxxxx 00 Xxxxxxxxx Xxxxxxx Xxx Xxxx 00000
Drive
30196 Marketplace at 00000 Xxxxx Xxxxxx Xxxxx Xxxxxxx 00000 7.88000
Delray Military Trail
09-0001428 Avalon Peak 0000 Xxxx Xxxxx Xxxxxxxx 00000 7.39000
Apartments Kiftsgate Lane
---------------- ------------------ --------------- ------------- -------------- -------- ----------
29874 Fluor Buildings 9701 and 9703 Xxxxxx Xxxxxxxxxx 00000 7.55000
Xxxxxxxx Road
00000 XxxxxXxxxx Xxxxxx 0000 Xxxxxx Xxxxxxxx Xxxxxxxxxx 00000 8.18750
by Xxxxxxxx Xxxxx
00000 Xxxxxxxxx Freezer 0000 Xxxx Xxx Xxxxxxx Xxxxxxxxxx 00000 8.25000
Services, Inc. Washington
Street
30388 Courtyard 000 Xxxxxxxx Xxxxxxxx Xxxxx 00000 7.31000
Apartments Village Drive
---------------- ------------------ --------------- ------------- -------------- -------- ----------
28778 Ontario Xxxxx 4380,4421,4449, Xxxxxxx Xxxxxxxxxx 00000 8.01000
4485,4543,4558
& 0000 Xxxxx
Xxxxxx
30440 Xxxxxxxxx Xxx Xxxxx Xxxxxxxx Xxxxxxxxx 00000 7.90000
Galleria
Boulevard
REMAINING
ORIGINAL CUT-OFF DATE TERM TO
LOAN NUMBER RATE TYPE BALANCE ($) BALANCE ($) MATURITY (MOS.) MATURITY DATE
---------------- --------- ----------- ------------ ---------------- -------------
29129 Fixed 46,400,000 46,297,687 117 1/5/11
30696 Fixed 36,483,000 36,388,527 115 11/5/10
30696-A
---------------- --------- ----------- ------------ ---------------- -------------
30696-B
30696-C
30696-D
30696-E
30696-F
---------------- --------- ----------- ------------ ---------------- -------------
30696-G
30696-H
30696-I
30196 Fixed 18,100,000 18,062,421 117 1/5/11
09-0001428 Fixed 17,500,000 17,469,725 118 2/1/11
---------------- --------- ----------- ------------ ---------------- -------------
29874 Fixed 17,000,000 16,991,075 119 3/5/11
29656 Fixed 13,600,000 13,558,103 117 1/1/26
27111 Fixed 11,250,000 11,206,732 116 12/5/10
30388 Fixed 10,880,000 10,854,685 117 1/5/11
---------------- --------- ----------- ------------ ---------------- -------------
28778 Fixed 10,500,000 10,478,764 93 1/5/09
30440 Fixed 9,000,000 8,992,357 119 3/1/11
A-2
INTEREST
RATE
LOAN NUMBER LOAN NAME ADDRESS CITY STATE ZIP CODE (%)
---------------- ----------------- ------------- ------------- ------------- -------- ----------
29799 The Shops at 000 X. X. Xxxxxxxx Xxxxx 00000 7.62000
Xxxxxxxx Xxxxxxx Xxxxx 0
00000 Residence Inn by 11651 Xxxxxxx Xxxxxxx 00000 8.12500
Xxxxxxxx Xxxxxxxxxx
Xxxxxxxxx
00000 Xxxxxx Xxxxx 00000 Xxxxxxx Xxxxxx Xxxxx Xxxxxxxxxx 00000 7.65000
Extra Space Parkway
---------------- ------------------ -------------- ------------- -------------- -------- ----------
30418 Xxxxxx Xxxxx 0000 Xxxx Xxx Xxxxx Xxxxxx 00000 7.72000
Apartments Xxxxxxxxxx
Xxxxxxxxx
00000 Xxxxxxx Xxx 000 Xxxxxxx Xxxxxxx Xxxxxxxxx 00000 7.62500
Orleans Xxxxxxxxx Xxxxxx
00000 Xxxxxxx Inn 0000 Xxx Xxxx Xxxxxxxxxxxx 00000 8.31250
Xxxxxx Road
---------------- ------------------ -------------- ------------- -------------- -------- ----------
30518 Carmel Mountain 14331-14391 Xxx Xxxxx Xxxxxxxxxx 00000 7.25000
Xxxx Xxxxxxxx Xxxxxxxxxxx
Xxxxxx Xxxxx
00000 Xxxxxxxx Village 0000 Xxxxxx Xxxx Xxx Xxxx 00000 7.85000
Square Road
29408 Parkwood/Stratford 7.70000
00000-X Xxxxxxxx Xxxxx 00 Xxxxx Xxxxx Xxxxx Pennsylvania 19082
Apartments Xxxxx Xxxx Xxxxxxxx
00000-X Xxxxxxxxx Xxxxx 00-00 Xxxxx Xxxxxxxxx Xxxxxxxxxxxx 00000
Apartments Lansdowne
Avenue
---------------- ------------------ -------------- ------------- -------------- -------- ----------
30769 Cedar Creek 00000 Xxxxxxx Xxxxxxx Xxxxxxxxxx 00000 7.37000
Apartments 00 Xxxxx
00000 Xxxx Xxxxxx Lodge Xxxxxxxxx Xxx Xxxx Xxxxxx Xxx Xxxx 00000 8.37500
Road
30545 Sandhurst 0000 Xxxx Xxxxxxxxx Xxxxx Xxxxxxxx 00000 7.71000
Apartments Boulevard
00000 Xxxxx Xxxxxx 1200 Tyler Xxxxxxx Xxxxxxxx 00000 7.97000
Shopping Center Avenue
---------------- ------------------ -------------- ------------- -------------- -------- ----------
29188 Xxxxxxx Xxxxxx 000 Xxxxx Xxx Xxxxx Xxxxxx 00000 8.10000
Shopping Center Xxxxxxx Xxxxxx
00000 Xxxxx Xxxxx Xxxx Xxxx Xxxxx & Xxxxxxxxxxxx 00000 7.70000
Circle Xxxxx 000 Xxxxxx
Xxxxx xx Xxxxxxxxx
Xxxxx Xxxx
00000 The Summit 0000 XxXxx Xxxxxxxxxx Xxxxxxxx 00000 7.20000
Apartments Avenue
REMAINING
ORIGINAL CUT-OFF DATE TERM TO
LOAN NUMBER RATE TYPE BALANCE ($) BALANCE ($) MATURITY (MOS.) MATURITY DATE
---------------- --------- ----------- ------------ ---------------- -------------
29799 Fixed 8,000,000 7,982,500 117 1/5/11
29920 Fixed 7,100,000 7,077,904 117 1/1/26
30074 Fixed 6,325,000 6,321,789 119 3/5/11
---------------- --------- ----------- ------------ ---------------- ------------
30418 Fixed 6,140,000 6,126,835 117 1/5/11
30459 Fixed 5,720,000 5,707,500 117 1/5/11
29731 Fixed 5,250,000 5,230,034 116 12/1/25
---------------- --------- ----------- ------------ ---------------- ------------
30518 Fixed 5,100,000 5,097,050 119 3/5/11
27694 Fixed 4,900,000 4,892,116 118 2/5/11
29408 Fixed 4,000,000 3,983,040 116 12/5/10
29408-A Fixed
29408-B Fixed
---------------- --------- ----------- ------------ ---------------- ------------
30769 Fixed 3,850,000 3,843,318 118 2/5/11
29481 Fixed 3,800,000 3,785,711 116 12/1/25
30545 Fixed 3,400,000 3,394,408 118 2/5/11
30278 Fixed 3,390,000 3,381,519 116 12/5/10
---------------- --------- ----------- ------------ ---------------- ------------
29188 Fixed 3,372,000 3,361,537 115 11/5/10
27757 Fixed 3,270,000 3,259,101 117 1/5/11
30878 Fixed 3,150,000 3,148,148 119 3/5/11
A-3
INTEREST
RATE
LOAN NUMBER LOAN NAME ADDRESS CITY STATE ZIP CODE (%)
---------------- ----------------- ------------- ------------- ------------- -------- ----------
30681 Cardinal-Pineview 4731 Xxxxx Xxxxxxx Xxxxxxx 00000 7.51000
Apts. Pine Hills
Road
---------------- ----------------- ------------- ------------- ------------- -------- ----------
29218 Asmann & Westwood 8.00000
Apartments
00000-X Xxxxxx Xxxxxxxxxx 0000-0000 Xxxxxxxxxx Xxxx 00000
Xxxxxx Xxxxxx
00000-X Xxxxxxxx 2503-2505 Cincinnati Ohio 45211
Apartments Xxxxxxxx Ave
and 2930-2934
Xxxxxxxxx
Xxxxxx
00000 Xxxxx Landing 0000 Xxxxx Xxxxx Xxxxx Xxxxxxx 00000 7.90000
Office Park Landing Beach
Parkway
28690 Milford Vista 800-860 Xxxxxxx Xxxx 00000 7.30000
Apartments Mohawk Trail
---------------- ----------------- ------------- ------------- ------------- -------- ----------
30982 Office Max on 00 Xxxxx Xxxxxx Xxxxx 00000 7.44000
Xxxxx Xxxxxx Xxxxxx
00000 Xxxxx Nine 5234, 5244 Xxxxxxxx Xxxxxxxxxx 00000 7.52000
Apartments and 0000
Xxxxx Xxxxxx
28304 1127 1127 Xxxxxxxx Xxxxxxxx 00000 8.12000
International Xxxxxxxxxxxxx
Xxxxxxx Xxxxxxx
00000 Xxxxxxxx Xxxxxxx 000 Xxxx Xxxxxxxx Xxxxx 00000 8.10000
Apartments Xxxxxx Xxxxxx
00000 Xxxxxxxx- 0000-X Xxxxxxxxx Xxxxxxx 00000 7.51000
Heatherwood Xxxxxxxx
Apts. Boulevard
---------------- ----------------- ------------- ------------- ------------- -------- ----------
29267 XxXxxxxxx Court 0000-0000 X. Xxx Xxxxxxx Xxxxx 00000 8.36000
Shopping Center Xxxxxxxxxx
Xxxxxxxxx
00000 326-338 326-338 Xxxx Xxxx Xxxxxxxxxx 00000 7.62500
Xxxxxxxxxx Xxxxxx Xxxxxxxxxx
Xxxxxx
00000 Xxxxxx Xxxx 4708 Xxxxxxxx Xxxx Xxxxxxxx 00000 7.35000
Apartments Southeast
44th Street
29131 After Six 4114-4190 G Xxxxxxxxxxxx Xxxxxxxxxxxx 00000 7.71000
Shopping Street
Center-Phase II
---------------- ----------------- ------------- ------------- ------------- -------- ----------
REMAINING
ORIGINAL CUT-OFF DATE TERM TO
LOAN NUMBER RATE TYPE BALANCE ($) BALANCE ($) MATURITY (MOS.) MATURITY DATE
---------------- --------- ----------- ------------ ---------------- -------------
30681 Fixed 2,700,000 2,693,264 118 2/5/11
---------------- --------- ----------- ------------ ---------------- -------------
29218 Fixed 2,625,000 2,606,483 113 9/1/10
29218-A Fixed
29218-B Fixed
21815 Fixed 2,460,000 2,454,913 117 1/5/11
28690 Fixed 2,365,000 2,363,653 119 3/5/11
---------------- --------- ----------- ------------ ---------------- -------------
30982 Fixed 2,200,000 2,196,224 118 2/5/11
29566 Fixed 2,100,000 2,092,796 117 1/5/11
28304 Fixed 2,100,000 2,091,149 113 9/5/10
29522 Fixed 1,941,000 1,933,332 116 12/5/10
30238 Fixed 1,900,000 1,896,775 118 2/5/11
---------------- --------- ----------- ------------ ---------------- -------------
29267 Fixed 1,755,000 1,748,383 116 12/5/10
30449 Fixed 1,500,000 1,499,232 119 3/5/11
30357 Fixed 1,350,000 1,347,650 118 2/5/11
29131 Fixed 1,260,000 1,257,293 117 1/5/11
---------------- --------- ----------- ------------ ---------------- -------------
A-4
INTEREST
RATE
LOAN NUMBER LOAN NAME ADDRESS CITY STATE ZIP CODE (%)
---------------- ----------------- ------------- ------------- ------------- -------- ----------
23305 Xxxxx Xxxxx 000 Xxxxx Xxxxxxxxxx Xxxxxxxxx 00000 8.10000
Apartments Xxxxx Street
REMAINING
ORIGINAL CUT-OFF DATE TERM TO
LOAN NUMBER RATE TYPE BALANCE ($) BALANCE ($) MATURITY (MOS.) MATURITY DATE
---------------- --------- ----------- ------------ ---------------- -------------
23305 Fixed 836,000 830,528 116 12/5/10
A-5
ANTICIPATED
REPAYMENT DAY MONTHLY CREDIT LEASE
LOAN NUMBER LOAN NAME DATE PAYMENT DUE PAYMENT ARD LOAN LOAN
---------------- ------------------ ---------- ------------- ---------- ---------- ------------
29129 Mount Pleasant 5 326,981 No No
Towne Centre
30696 Long Island 5 263,136 No No
Industrial
Portfolio
30696-A 000 00xx Xxxxxx
---------------- ------------------ ---------- ------------- ---------- ---------- ------------
30696-B 000 00xx Xxxxxx
00000-X 1 Comac Loop
30696-D 00 00xx Xxxxxx
00000-X 00 00xx Xxxxxx
00000-X 33 Comac Loop
---------------- ------------------ ---------- ------------- ---------- ---------- ------------
30696-G 000-000 Xxxxx
Xxxxxx
30696-H 0000 Xxxxxxxx
Xxxxxxx
00000-X 99 Lafayette Drive
30196 Marketplace at 5 131,300 No No
Delray
09-0001428 Avalon Peak 1 121,047 No No
Apartments
---------------- ------------------ ---------- ------------- ---------- ---------- ------------
29874 Fluor Buildings 5 119,449 No No
29656 TownePlace Suites 1/1/11 1 106,662 Yes No
by Marriott
27111 Preferred Freezer 5 88,701 No No
Services, Inc.
30388 Courtyard 5 74,664 No No
Apartments
---------------- ------------------ ---------- ------------- ---------- ---------- ------------
28778 Ontario Xxxxx 5 77,118 No No
30440 Xxxxxxxxx Xxx 0 00,000 Xx Xx
00000 The Shops at 5 56,596 No No
Xxxxxxxx Xxxxxxx
00000 Residence Inn by 1/1/11 1 55,388 Yes No
Marriott
30074 Laguna Hills 5 44,877 No No
Extra Space
---------------- ------------------ ---------- ------------- ---------- ---------- ------------
30418 Xxxxxx Xxxxx 5 43,860 No No
Apartments
30459 Greater New 5 40,486 No No
Orleans Warehouse
29731 Hampton Inn 12/1/10 1 41,613 Yes No
---------------- ------------------ ---------- ------------- ---------- ---------- ------------
ADDITIONAL SERVICING
BROKER SERVICING FEE RATE
LOAN NUMBER DEFEASANCE STRIP LOAN FEE LOAN (%)
---------------- ------------------------------ ----------- ------------- ----------
29129 Lockout/35_Defeasance/83_0%/2 0.0776
30696 Lockout/28_Defeasance/89_0%/2 0.1276
30696-A
---------------- ------------------------------ ----------- ------------- ----------
30696-B
30696-C
30696-D
30696-E
30696-F
---------------- ------------------------------ ----------- ------------- ----------
30696-G
30696-H
30696-I
30196 Lockout/27_Defeasance/89_0%/4 0.0526
09-0001428 Lockout/26_Defeasance/90_0%/4 0.0326
---------------- ------------------------------ ----------- ------------- ----------
29874 Lockout/25_Defeasance/91_0%/4 0.1276
29656 Lockout/47_Defeasance/71_0%/2 0.1276
27111 Lockout/28_Defeasance/90_0%/2 0.1276
30388 Lockout/27_Defeasance/91_0%/2 0.1276
---------------- ------------------------------ ----------- ------------- ----------
28778 Lockout/27_Defeasance/65_0%/4 0.1276
30440 Lockout/47_Defeasance/69_0%/4 0.1276
29799 Lockout/27_Defeasance/91_0%/2 0.1276
29920 Lockout/35_Defeasance/83_0%/2 0.1276
30074 Lockout/25_Defeasance/94_0%/1 0.1276
---------------- ------------------------------ ----------- ------------- ----------
30418 Lockout/27_Defeasance/89_0%/4 0.1276
30459 Lockout/27_Defeasance/91_0%/2 0.1276
29731 Lockout/35_Defeasance/82_0%/3 0.1276
---------------- ------------------------------ ----------- ------------- ----------
A-6
ANTICIPATED
REPAYMENT DAY MONTHLY CREDIT LEASE
LOAN NUMBER LOAN NAME DATE PAYMENT DUE PAYMENT ARD LOAN LOAN
---------------- ----------------- ---------- ------------- ----------- --------- ------------
30518 Carmel Mountain 5 34,790 Xx Xx
Xxxx Xxxxxxxx
Xxxxxx
00000 Xxxxxxxx Xxxxxxx 5 35,443 No No
Square
29408 Parkwood/Stratford 5 30,082 No No
29408-A Parkwood Manor
Apartments
00000-X Xxxxxxxxx Xxxxx
Apartments
---------------- ----------------- ---------- ------------- --------- ---------- -----------
30769 Cedar Creek 5 26,578 No No
Apartments
29481 Lake Placid Lodge 12/1/10 1 30,279 No No
30545 Sandhurst 5 24,264 Xx Xx
Xxxxxxxxxx
00000 Xxxxx Xxxxxx 5 24,804 No No
Shopping Center
---------------- ----------------- ---------- ------------- --------- ---------- -----------
00000 Xxxxxxx Xxxxxx 5 24,978 No No
Shopping Center
27757 Stony Brook 5 24,592 No No
Circle
30878 The Summit 5 21,382 No No
Apartments
30681 Cardinal-Pineview 5 19,970 No No
Apts.
---------------- ----------------- ---------- ------------- --------- ---------- -----------
29218 Xxxxxx & Westwood 1 20,260 No No
Apartments
29218-A Xxxxxx Apartments
29218-B Westwood
Apartments
21815 Xxxxx Landing 5 17,879 No No
Office Park
28690 Milford Vista 5 16,214 No No
Apartments
---------------- ----------------- ---------- ------------- --------- ---------- -----------
30982 Office Max on 5 15,292 Xx Xx
Xxxxx Xxxxxx
00000 Xxxxx Nine 5 15,546 No No
Apartments
28304 1127 5 15,585 No No
International
Parkway
ADDITIONAL SERVICING
BROKER SERVICING FEE RATE
LOAN NUMBER DEFEASANCE STRIP LOAN FEE LOAN (%)
---------------- ------------------------------ ----------- ------------- ----------
30518 Lockout/25_Defeasance/91_0%/4 0.1276
27694 Lockout/26_Defeasance/93_0%/1 0.1276
29408 Lockout/28_Defeasance/91_0%/1 0.1276
29408-A
29408-B
---------------- ------------------------------ ----------- ------------- ----------
30769 Lockout/26_Defeasance/93_0%/1 0.1276
29481 Lockout/47_Defeasance/71_0%/2 0.1276
30545 Lockout/26_Defeasance/92_0%/2 0.1276
30278 Lockout/28_Defeasance/90_0%/2 0.1276
---------------- ------------------------------ ----------- ------------- ----------
29188 Lockout/29_Defeasance/89_0%/2 0.1276
27757 Lockout/27_Defeasance/92_0%/1 0.1276
30878 Lockout/25_Defeasance/92_0%/3 0.1276
30681 Lockout/26_Defeasance/92_0%/2 0.1276
---------------- ------------------------------ ----------- ------------- ----------
29218 Lockout/31_Defeasance/85_0%/4 0.0876
29218-A
29218-B
21815 Lockout/27_Defeasance/92_0%/1 0.1276
28690 Lockout/25_Defeasance/93_0%/2 0.1276
---------------- ------------------------------ ----------- ------------- ----------
30982 Lockout/26_Defeasance/92_0%/2 0.1276
29566 Lockout/27_Defeasance/91_0%/2 0.1276
28304 Lockout/31_Defeasance/87_0%/2 0.1276
A-7
ANTICIPATED
REPAYMENT DAY MONTHLY CREDIT LEASE
LOAN NUMBER LOAN NAME DATE PAYMENT DUE PAYMENT ARD LOAN LOAN
---------------- ----------------- ---------- ------------- ---------- ---------- ------------
29522 Hillside Village 5 15,110 No No
Apartments
30238 Cardinal- 5 13,298 No No
Heatherwood
Apts.
---------------- ----------------- ---------- ------------- --------- ----------- ------------
29267 XxXxxxxxx Court 5 13,967 No No
Shopping Center
30449 326-338 5 10,617 Xx Xx
Xxxxxxxxxx Xxxxxx
00000 Xxxxxx Xxxx 5 9,301 No No
Apartments
29131 After Six 5 8,992 No No
Shopping
Center-Phase II
---------------- ----------------- ---------- ------------- --------- ----------- ------------
23305 Xxxxx Xxxxx 5 7,045 No No
Apartments
ADDITIONAL SERVICING
BROKER SERVICING FEE RATE
LOAN NUMBER DEFEASANCE STRIP LOAN FEE LOAN (%)
---------------- ------------------------------ ----------- ------------- ----------
29522 Lockout/28_Defeasance/89_0%/3 0.1276
30238 Lockout/26_Defeasance/92_0%/2 0.1276
---------------- ------------------------------ ----------- ------------- ----------
29267 Lockout/28_Defeasance/90_0%/2 0.1276
30449 Lockout/25_Defeasance/93_0%/2 0.1276
30357 Lockout/26_Defeasance/92_0%/2 0.1276
29131 Lockout/27_Defeasance/90_0%/3 0.1276
---------------- ------------------------------ ----------- ------------- ----------
23305 Lockout/28_Defeasance/89_0%/3 0.1276
A-8
EXHIBIT B
THE MORTGAGE FILE
The "Mortgage File" for any Mortgage Loan shall 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 Xxxxx
Fargo Bank Minnesota, N.A., as trustee for the registered
holders of GMAC Commercial Mortgage Securities, Inc., Mortgage
Pass-Through Certificates, Series 2001-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 or, if any such
original Mortgage or assignment has not been returned from the
applicable public recording office, a copy thereof certified
by GMAC Commercial Mortgage Corporation ("GMACCM") to be a
true and complete copy of the original thereof submitted or,
in the case of assignments to GMACCM, to be submitted for
recording;
(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;
B-1
(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 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 or, with respect to each Mortgage
Loan as to which a title insurance policy has not yet been
issued, a lender's title insurance commitment with a letter
from the issuer of the policy stating (or a lender's title
insurance policy commitment marked to show changes) that all
conditions to the issuance of the policy have been satisfied;
(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 not signed by the Mortgagor;
B-2
(xiii) the related Ground Lease or a copy thereof, if any;
(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;
(xv) the original or a copy of any lockbox agreement or deposit
account or similar agreement;
(xvi) an original or a copy of any environmental insurance policies;
(xvii) the original or a copy of any intercreditor agreement with
respect to the Mortgage Loan;
(xviii) the original or a copy of any letter of credit, and
(xix) any additional documents required to be added to the Mortgage
File pursuant to this 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. 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-3
EXHIBIT C-1
FORM OF CERTIFICATE OF AN OFFICER OF THE SELLER
Certificate of Officer of Xxxxxxx Xxxxx Mortgage Company (the "Seller")
I, ___________________________________ a ___________________________ of
the Seller, hereby certify as follows:
The Seller is a limited partnership duly organized and validly existing
under the laws of the State of New York.
Attached hereto as Exhibit I are true and correct copies of the
organizational documents of the 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 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 Supplemental Agreement, dated March 29, 2001 (the "Supplemental
Agreement") between GMAC Commercial Mortgage Corporation and the Seller, and/or
the Mortgage Loan Purchase Agreement, dated March 29, 2001 (the "Mortgage Loan
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 Mortgage Loan Purchase Agreement.
C-1-1
IN WITNESS WHEREOF, the undersigned has executed this certificate as of
April ____, 2001.
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 or
her genuine signature.
IN WITNESS WHEREOF, the undersigned has executed this certificate as of
April ____, 2001.
By:
-------------------------------------
Name:
Title:
C-1-2
EXHIBIT C-2
FORM OF CERTIFICATE OF THE SELLER
Certificate of Xxxxxxx Sachs Mortgage Company
In connection with the execution and delivery by Xxxxxxx Xxxxx Mortgage
Company (the "Seller") of, and the consummation of the transaction contemplated
by, that certain Mortgage Loan Purchase Agreement, dated as of March 29, 2001
(the "Mortgage Loan 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 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 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 _____ day of April, 2001.
XXXXXXX SACHS MORTGAGE COMPANY
By: Xxxxxxx Xxxxx Real Estate Funding Corp.,
its general partner
---------------------------------------------
Name:
Title:
C-2-1
EXHIBIT C-3
FORM OF OPINION OF COUNSEL TO THE SELLER
April 5, 2001
GMAC Commercial Mortgage Corporation
GMAC Commercial Mortgage Securities, Inc.
Xxxxxxx, Sachs & Co.
Deutsche Banc Alex. Xxxxx Inc.
Xxxxx, Inc.
Standard & Poor's Ratings Services, a Division of the XxXxxx-Xxxx Companies
Xxxxx Fargo Bank Minnesota, N.A.
Re: GMAC Commercial Mortgage Securities, Inc.,
Mortgage Pass-Through Certificates, Series 2001-C1
--------------------------------------------------
Ladies and Gentlemen:
I am Counsel to Xxxxxxx Sachs Mortgage Company (the "Seller"). In that
capacity, I am familiar with the issuance of certain Mortgage Pass-Through
Certificates, Series 2001-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 April 1, 2001 (the "Pooling and Servicing Agreement"),
among GMAC Commercial Mortgage Securities, Inc. as depositor (the "Depositor"),
GMAC Commercial Mortgage Corporation ("GMACCM") as master servicer and special
servicer and Xxxxx Fargo Bank Minnesota, N.A., as trustee (the "Trustee").
Certain of the Mortgage Loans were purchased by the Depositor from the
Seller, pursuant to, and for the consideration described in, the Mortgage Loan
Purchase Agreement, dated as of March 29, 2001 (the "Mortgage Loan Purchase
Agreement"), between the Seller and the Depositor. In connection with the
transactions described above, the Seller and GMACCM have entered into a
Supplemental Agreement, dated as of March 29, 2001 (the "Supplemental
Agreement"), in order to facilitate such transactions and in contemplation of
the assignment by the Seller to the Depositor of all of its right, title and
interest in and to the Supplemental Agreement. The Mortgage Loan Purchase
Agreement and the Supplemental Agreement are referred to herein as the
"Agreements." Capitalized terms not defined herein have the meanings set forth
in the Agreement. This opinion is rendered pursuant to Section 8(e) of the
Agreement.
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
C-3-1
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 GMACCM, the Depositor, 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
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 State of New York 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 State of New York 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. The Seller is duly formed and is validly existing as a limited
partnership in good standing under the laws of the State of New York and has the
requisite corporate power and authority to enter into and perform its
obligations under the Agreements.
2. The Agreements have 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 or are construed to provide indemnification with
respect to securities law violations.
3. No consent, approval, authorization or order of a State of New York
or federal court or governmental agency or body is required for the consummation
by the Seller of the transactions contemplated by the terms of the Agreements,
except for those consents, approvals, authorizations or orders which previously
have been obtained.
C-3-2
4. 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 State of New York or federal statute or regulation
or conflict with or result in a material breach or violation of any order or
regulation of any State of New York 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 is entitled to rely hereon without my
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,
C-3-3