GS MORTGAGE SECURITIES CORPORATION II, PURCHASER and REDWOOD COMMERCIAL MORTGAGE CORPORATION, SELLER and REDWOOD TRUST, INC. MORTGAGE LOAN PURCHASE AGREEMENT Dated as of April 1, 2014 Series 2014-GC20Mortgage Loan Purchase Agreement • April 15th, 2014 • GS Mortgage Securities Trust 2014-Gc20 • Asset-backed securities • New York
Capitalized terms used herein without definition have the meanings given them in the Agreement or, if not defined therein, in the Indemnification Agreement.
GS MORTGAGE SECURITIES CORPORATION II, Depositor, KEYBANK NATIONAL ASSOCIATION, Master Servicer, LNR PARTNERS, LLC, Special Servicer, TRIMONT REAL ESTATE ADVISORS, INC., Operating Advisor WELLS FARGO BANK, NATIONAL ASSOCIATION, Certificate...Pooling and Servicing Agreement • April 15th, 2014 • GS Mortgage Securities Trust 2014-Gc20 • Asset-backed securities • New York
Pooling and Servicing Agreement, dated as of April 1, 2014, among GS Mortgage Securities Corporation II, as Depositor, KeyBank National Association, as Master Servicer, LNR Partners, LLC, as Special Servicer, Trimont Real Estate Advisors, Inc., as Operating Advisor, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee.
GS MORTGAGE SECURITIES CORPORATION II, PURCHASER and MC-FIVE MILE COMMERCIAL MORTGAGE FINANCE LLC, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of April 1, 2014 Series 2014-GC20Mortgage Loan Purchase Agreement • April 15th, 2014 • GS Mortgage Securities Trust 2014-Gc20 • Asset-backed securities • New York
Representation Mortgage Loan Description of Exception mobile home park in accordance with all applicable legal requirements. (25) Licenses and Permits High Point Shopping Center (No. 36) Certain tenants at the Mortgaged Property have not obtained the required certificates of occupancy. The Mortgage Loan documents require that the related Mortgagor use commercially reasonable efforts to diligently pursue each tenant’s obtaining of the required certificates of occupancy. A non-recourse carveout was included relating to the failure of any tenant to obtain the required certificates of occupancy. (26) Recourse Obligations Chase Tower (No. 3) The non-recourse provisions of the Mortgage Loan provide for liability for actual losses, liabilities, costs and damages in connection with conversion, misapplication or misappropriation of security deposits, awards, or insurance payments only after an event of default. (39) Organization of Mortgagor Magnolia Farms Townhomes (No. 40) and Hillen & Bel
GS MORTGAGE SECURITIES CORPORATION II, PURCHASER and STARWOOD MORTGAGE FUNDING I LLC, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of April 1, 2014 Series 2014-GC20Mortgage Loan Purchase Agreement • April 15th, 2014 • GS Mortgage Securities Trust 2014-Gc20 • Asset-backed securities • New York
Representation Mortgage Loan Description of Exception the Loan Documents to cause such tenants to obtain the Certificate of Occupancy within 30 days of origination of the Mortgage Loan. The Loan Documents provide that Mortgagor and the guarantor shall indemnify the Mortgagee for any loss suffered by the Mortgagee due to the lack of the required Certificates of Occupancy. (39) Organization of Mortgagor Baldwin Park Village (No. 22) and Northgate Power Center (No. 33) The Mortgagor under each of these Mortgage Loans is affiliated with the other Mortgagor. (39) Organization of Mortgagor Hermitage Towne Plaza (No. 25) and Waverly Plaza Shopping Center (No. 44) The Mortgagor under each of these Mortgage Loans is affiliated with the other Mortgagor.
GS MORTGAGE SECURITIES CORPORATION II, PURCHASER and CITIGROUP GLOBAL MARKETS REALTY CORP., SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of April 1, 2014 Series 2014-GC20Mortgage Loan Purchase Agreement • April 15th, 2014 • GS Mortgage Securities Trust 2014-Gc20 • Asset-backed securities • New York
Representation Mortgage Loan Description of Exception casualty wherein the applicable lease is not terminated, each tenant has the right to receive, hold and disburse the related insurance proceeds and use the same to restore the applicable leased premises. In addition, the Mortgagee is not named as a loss payee under the property and casualty insurance policy maintained by the SaveMart tenant. The insurance coverage maintained by the SaveMart tenant contains a deductible of $500,000. (17) Access; Utilities; Separate Tax Lots Walnut Creek Apartments – Farmington Hills (No. 62) One of the tax parcels that constitutes the Mortgaged Property includes a portion of a public right of way. The Mortgage Loan Documents require Mortgagor to pay any taxes that may be levied on such public right of way. (18) No Encroachments Walgreens Shopping Center Portfolio #3 (No. 8) The building on the Mortgaged Property located in Florissant, Missouri shares a party wall with an adjoining property to the nor
GS MORTGAGE SECURITIES CORPORATION II,Mortgage Loan Purchase Agreement • April 15th, 2014 • GS Mortgage Securities Trust 2014-Gc20 • Asset-backed securities • New York
Representation Mortgage Loan Description of Exception withdrawn or downgraded below this rating, the Mortgagor is required to promptly replace such insurer with an insurer meeting the rating requirements set forth herein. (16) Insurance Lodge at Bridgemill (No. 17) All policies may be issued by a syndicate of insurers through which at least 75% of the coverage (if there are 4 or fewer members of the syndicate) or at least 60% of the coverage (if there are 5 or more members of the syndicate) is with insurers having such ratings (provided that the first layers of coverage are from insurers rated at least “A” by S&P and “A2” by Moody’s (or, if Moody’s does not rate such insurer, at least “A: VIII” by AM Best), and all such insurers are required to have ratings of not less than “BBB+” by S&P and “Baa1” by Moody’s (or, if Moody’s does not rate such insurer, at least “A: VIII” by AM Best). Notwithstanding the foregoing, the lender will accept (1) Aspen Specialty Insurance Solutions, rated “A
GS MORTGAGE SECURITIES CORPORATION IIUnderwriting Agreement • April 15th, 2014 • GS Mortgage Securities Trust 2014-Gc20 • Asset-backed securities
Goldman, Sachs & Co. 200 West Street New York, New York 10282 Citigroup Global Markets Inc. 390 Greenwich Street New York, New York 10013 Drexel Hamilton, LLC 77 Water Street New York, New York 10005
