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GE CAPITAL COMMERCIAL MORTGAGE CORPORATION,
Depositor
GE CAPITAL LOAN SERVICES, INC.,
Servicer
MIDLAND LOAN SERVICES, INC.,
Special Servicer
LASALLE BANK NATIONAL ASSOCIATION,
Trustee
And
ABN AMRO BANK N.V.,
Fiscal Agent
POOLING AND SERVICING AGREEMENT
Dated as of May 1, 2001
$1,128,916,742
GE Capital Commercial Mortgage Corporation
Commercial Mortgage Pass-Through Certificates
Series 2001-1
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TABLE OF CONTENTS
Page
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ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms...................................................
Section 1.02 Certain Calculations............................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans....................................
Section 2.02 Acceptance by Trustee...........................................
Section 2.03 Representations, Warranties and Covenants of the
Depositor; Mortgage Loan Sellers' Repurchase or
Substitution of Mortgage Loans for Defects in Mortgage
Files and Breaches of Representations and Warranties...........
Section 2.04 Execution of Certificates; Issuance of Uncertificated
Lower-Tier Interests...........................................
ARTICLE III
ADMINISTRATION AND
SERVICING OF THE TRUST FUND
Section 3.01 Servicer to Act as Servicer; Special Servicer to Act as
Special Servicer; Administration of the Mortgage Loans.........
Section 3.02 Collection of Mortgage Loan Payments............................
Section 3.03 Collection of Taxes, Assessments and Similar Items;
Servicing Accounts.............................................
Section 3.04 The Certificate Account, the Lower-Tier and Upper-Tier
Distribution Accounts and the Excess Interest
Distribution Account...........................................
Section 3.05 Permitted Withdrawals From the Certificate Account and
the Distribution Accounts......................................
Section 3.06 Investment of Funds in the Certificate Account, the
Interest Reserve Account and the REO Account...................
Section 3.07 Maintenance of Insurance Policies; Errors and Omissions
and Fidelity Coverage..........................................
Section 3.08 Enforcement of Due-On-Sale Clauses; Assumption Agreements.......
Section 3.09 Realization Upon Defaulted Mortgage Loans.......................
Section 3.10 Trustee to Cooperate; Release of Mortgage Files.................
Section 3.11 Servicing Compensation..........................................
Section 3.12 Inspections; Collection of Financial Statements.................
Section 3.13 Annual Statement as to Compliance...............................
Section 3.14 Reports by Independent Public Accountants.......................
Section 3.15 Access to Certain Information...................................
Section 3.16 Title to REO Property; REO Account..............................
Section 3.17 Management of REO Property......................................
Section 3.18 Sale of Defaulted Mortgage Loans and REO Properties.............
Section 3.19 Additional Obligations of the Servicer..........................
Section 3.20 Modifications, Waivers, Amendments and Consents.................
Section 3.21 Transfer of Servicing Between Servicer and Special
Servicer; Record Keeping; Asset Status Report..................
Section 3.22 Sub-Servicing Agreements........................................
Section 3.23 Representations, Warranties and Covenants of the Servicer.......
Section 3.24 Representations, Warranties and Covenants of the Special
Servicer.......................................................
Section 3.25 Interest Reserve Account........................................
Section 3.26 Excess Interest Distribution Account............................
Section 3.27 Reserved........................................................
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Distributions...................................................
Section 4.02 Statements to Certificateholders; CMSA Investor Reporting
Package (IRP)s.................................................
Section 4.03 P&I Advances....................................................
Section 4.04 Allocation of Collateral Support Deficit........................
Section 4.05 Appraisal Reductions............................................
Section 4.06 Certificate Deferred Interest...................................
Section 4.07 Grantor Trust Reporting.........................................
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates................................................
Section 5.02 Registration of Transfer and Exchange of Certificates...........
Section 5.03 Book-Entry Certificates.........................................
Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates...............
Section 5.05 Persons Deemed Owners...........................................
Section 5.06 Appointment of Paying Agent.....................................
ARTICLE VI
THE DEPOSITOR, THE
SERVICER, THE SPECIAL SERVICER AND THE DIRECTING CERTIFICATEHOLDER
Section 6.01 Liability of the Depositor, the Servicer and the Special
Servicer.......................................................
Section 6.02 Merger, Consolidation or Conversion of the Depositor, the
Servicer or the Special Servicer...............................
Section 6.03 Limitation on Liability of the Depositor, the Servicer,
the Special Servicer and Others................................
Section 6.04 Depositor, Servicer and Special Servicer Not to Resign..........
Section 6.05 Rights of the Depositor in Respect of the Servicer and
the Special Servicer...........................................
Section 6.06 Rating Agency Fees..............................................
Section 6.07 The Directing Certificateholder.................................
ARTICLE VII
DEFAULT
Section 7.01 Events of Default; Servicer and Special Servicer
Termination....................................................
Section 7.02 Trustee to Act; Appointment of Successor........................
Section 7.03 Notification to Certificateholders..............................
Section 7.04 Waiver of Events of Default.....................................
Section 7.05 Trustee and Fiscal Agent as Maker of Advances...................
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE FISCAL AGENT
Section 8.01 Duties of Trustee...............................................
Section 8.02 Certain Matters Affecting the Trustee...........................
Section 8.03 Trustee and Paying Agent Not Liable for Validity or
Sufficiency of Certificates or Mortgage Loans..................
Section 8.04 Trustee May Own Certificates....................................
Section 8.05 Fees and Expenses of Trustee; Indemnification of Trustee........
Section 8.06 Eligibility Requirements for Trustee............................
Section 8.07 Resignation and Removal of the Trustee..........................
Section 8.08 Successor Trustee...............................................
Section 8.09 Merger or Consolidation of Trustee and Fiscal Agent.............
Section 8.10 Appointment of Co-Trustee or Separate Trustee...................
Section 8.11 Appointment of Custodians.......................................
Section 8.12 Access to Certain Information...................................
Section 8.13 The Fiscal Agent................................................
Section 8.14 Representations and Warranties of the Trustee...................
ARTICLE IX
TERMINATION
Section 9.01 Termination Upon Repurchase or Liquidation of All
Mortgage Loans.................................................
Section 9.02 Additional Termination Requirements.............................
ARTICLE X
ADDITIONAL REMIC PROVISIONS
Section 10.01 REMIC Administration............................................
Section 10.02 Depositor, Servicer and Special Servicer to Cooperate
with Paying Agent..............................................
Section 10.03 Use of Agents...................................................
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment.......................................................
Section 11.02 Recordation of Agreement; Counterparts..........................
Section 11.03 Limitation on Rights of Certificateholders......................
Section 11.04 Governing Law...................................................
Section 11.05 Notices.........................................................
Section 11.06 Severability of Provisions......................................
Section 11.07 Grant of a Security Interest....................................
Section 11.08 Successors and Assigns; Beneficiaries...........................
Section 11.09 Article and Section Headings....................................
Section 11.10 Notices to the Rating Agencies..................................
EXHIBITS
Exhibit A-1 Form of Class A-1 Certificate
Exhibit A-2 Form of Class A-2 Certificate
Exhibit A-3 Form of Class B Certificate
Exhibit A-4 Form of Class C Certificate
Exhibit A-5 Form of Class D Certificate
Exhibit A-6 Form of Class E Certificate
Exhibit A-7 Form of Class F Certificate
Exhibit A-8 Form of Class G Certificate
Exhibit A-9 Form of Class H Certificate
Exhibit A-10 Form of Class I Certificate
Exhibit A-11 Form of Class J Certificate
Exhibit A-12 Form of Class K Certificate
Exhibit A-13 Form of Class L Certificate
Exhibit A-14 Form of Class M Certificate
Exhibit A-15 Form of Class N Certificate
Exhibit A-16 Form of Class X-1 Certificate
Exhibit A-17 Form of Class X-2 Certificate
Exhibit A-18 Form of Class R Certificate
Exhibit A-19 Form of Class LR Certificate
Exhibit A-20 Form of Class S Certificate
Exhibit B Mortgage Loan Schedule
Exhibit C Form of Investment Representation Letter
Exhibit D-1 Form of Transfer Affidavit
Exhibit D-2 Form of Transferor Letter
Exhibit E [Intentionally Omitted]
Exhibit F Form of Request for Release
Exhibit G Form of ERISA Representation Letter
Exhibit H Form of Statement to Certificateholders
Exhibit I Form of Omnibus Assignment
Exhibit J Form of Operating Statement Analysis Report and NOI
Adjustment Worksheet
Exhibit K Form of Mortgage Loan Delinquency Report
Exhibit L Form of Payments Received After Determination Date Report
Exhibit M Form of Watch List Triggers
Exhibit N Controlling Class Certificateholders Reports Checklist
SCHEDULES
Schedule 1 Computerized Database Information
Schedule 2 Mortgage Loans Containing Additional Debt
Schedule 3 Mortgage Loans which Initially Pay Interest Only
This Pooling and Servicing Agreement (the "Agreement"), is dated and
effective as of May 1, 2001, among GE CAPITAL COMMERCIAL MORTGAGE CORPORATION,
as Depositor, GE CAPITAL LOAN SERVICES, INC., as Servicer, MIDLAND LOAN
SERVICES, INC., as Special Servicer, LASALLE BANK NATIONAL ASSOCIATION, as
Trustee and ABN AMRO BANK N.V., as Fiscal Agent.
PRELIMINARY STATEMENT:
The Depositor intends to sell commercial mortgage pass-through
certificates (collectively, the "Certificates"), to be issued hereunder in
multiple classes (each, a "Class"), which in the aggregate will evidence the
entire beneficial ownership interest in the trust fund (the "Trust Fund") to be
created hereunder, the primary assets of which will be a pool of commercial,
multifamily and manufactured housing community mortgage loans (the "Mortgage
Loans"). As provided herein, the Paying Agent shall elect or shall cause an
election to be made to treat the Trust Fund (exclusive of the Excess Interest
and the Excess Interest Distribution Account) for federal income tax purposes as
two separate real estate mortgage investment conduits (the "Upper-Tier REMIC"
and the "Lower-Tier REMIC", and each, a "REMIC").
The portion of the Trust Fund consisting of the Excess Interest and
the Excess Interest Distribution Account shall be treated as a grantor trust
(the "Grantor Trust") for federal income tax purposes. The Class S Certificates
will represent the sole interests in the Grantor Trust for federal income tax
purposes.
The following table sets forth the designation, the pass-through rate (the
"Pass-Through Rate"), the aggregate initial principal amount (the "Original
Certificate Balance") or Notional Amount ("Original Notional Amount"), as
applicable, and the initial ratings given each Class by the Rating Agencies (the
"Original Ratings") for each Class of Certificates comprising the interests in
the Upper-Tier REMIC created hereunder:
UPPER-TIER REMIC
Class Pass-Through Rate Original Original Rating
Designation (per annum) Certificate Balance Moody's/Fitch(1)
- --------------- ------------------- --------------------- ----------------
Class A-1 6.0790% $171,865,000 Aaa/AAA
Class A-2 6.5310% $703,045,000 Aaa/AAA
Class B 6.7190% $45,157,000 Aa2/AA
Class C 6.9710%(2) $49,390,000 A2/A
Class D 7.1080%(2) $15,523,000 A3/A-
Class E 6.6570%(2) $15,522,000 Baa1/BBB+
Class F 6.7230%(2) $15,523,000 Baa2/BBB
Class G 7.0350%(2) $14,112,000 Baa3/BBB-
Class H 6.2070%(2) $25,400,000 Ba1/BB+
Class I 6.2070%(2) $18,345,000 Ba2/BB
Class J 6.2070%(2) $9,878,000 Ba3/BB-
Class K 6.2070%(2) $9,878,000 B1/NR
Class L 6.2070%(2) $14,112,000 B2/NR
Class M 6.2070%(2) $4,233,000 B3/NR
Class N 6.2070%(2) $16,933,742 NR/NR
Class X-1 0.8115%(3) (4) Aaa/AAA
Class X-2 0.9536%(3) (4) Aaa/AAA
Class R None None(5) */*
- ------------------
(1) The Certificates marked with an asterisk have not been rated by the
applicable Rating Agency.
(2) The Pass-Through Rate for any Distribution Date for each of the Class C,
Class D, Class E, Class F, Class G, Class H, Class I, Class J, Class K,
Class L, Class M and Class N Certificates will be the lesser of (i)
6.9710%, 7.1080%, 6.6570%, 6.7230%, 7.0350%, 6.2070%, 6.2070%, 6.2070%,
6.2070%, 6.2070%, 6.2070% and 6.2070% per annum, respectively and (ii) the
Weighted Average Net Mortgage Rate for such Distribution Date. The
Pass-Through Rates for the Class C, Class D, Class E, Class F, Class G,
Class H, Class I, Class J, Class K, Class L, Class M and Class N
Certificates for the first Distribution Date are 6.9710%, 7.1080%, 6.6570%,
6.7230%, 7.0350%, 6.2070%, 6.2070%, 6.2070%, 6.2070%, 6.2070%, 6.2070% and
6.2070% per annum, respectively.
(3) The Pass-Through Rate for any Distribution Date for the Class X-1 and Class
X-2 Certificates will be the Class X-1 Pass-Through Rate and the Class X-2
Pass-Through Rate, respectively. The Pass-Through Rate of the Class X-1 and
Class X-2 Certificates for the first Distribution Date is approximately
0.8115% and 0.9536% per annum, respectively.
(4) The Class X-1 and Class X-2 Certificates will not have Certificate Balances
and will not be entitled to receive distributions of principal. Interest
will accrue on the Components of such Classes at the Component Pass-Through
Rates thereof on the Notional Amounts thereof. The Notional Amount of each
Component for any Distribution Date will be equal to the Lower-Tier
Principal Amount of the respective Uncertificated Lower-Tier Interest for
such Distribution Date, which will be equal to (i) in the case of the Class
A-1, Class B, Class C, Class D, Class E, Class G, Class H, Class I, Class
J, Class K, Class L, Class M and Class N Components, the Certificate
Balance of the Related Certificates as of the preceding Distribution Date
(after giving effect to the distribution of principal and allocation of
Collateral Support Deficit on such Distribution Date) or, in the case of
the first Distribution Date, the Cut-off Date, and (ii) in the case of the
Class A-2X1A, Class A-2X1B, Class A-2X2, Class F-X1A, Class F-X1B and Class
F-X2 Components, the respective amounts specified in the definitions
thereof. The original Notional Amount of the Class X-1 and Class X-2
Certificates is $1,128,916,742 and $662,592,000, respectively.
(5) The Class R Certificates do not have a Certificate Balance or Notional
Amount, do not bear interest and will not be entitled to distributions of
Prepayment Premiums or Yield Maintenance Charges. Any Available
Distribution Amount remaining in the Upper-Tier Distribution Account, after
all required distributions under this Agreement have been made to each
other Class of Certificates, will be distributed to the Holders of the
Class R Certificates.
The Class A-1, Class A-2, Class B, Class C, Class D, Class E, Class
F, Class G, Class H, Class I, Class J, Class K, Class L, Class M, Class N, Class
X-1 and Class X-2 Certificates will evidence "regular interests" in the
Upper-Tier REMIC created hereunder. The sole Class of "residual interests" in
the Upper-Tier REMIC created hereunder will be evidenced by the Class R
Certificates. The Class LA-1, Class LA-2A, Class LA-2B, Class LB, Class LC,
Class LD, Class LE, Class LFA, Class LFB, Class LG, Class LH, Class LI, Class
LJ, Class LK, Class LL, Class LM and Class LN Uncertificated Interests will
evidence "regular interests" in the Lower-Tier REMIC created hereunder. The sole
Class of "residual interests" in the Lower-Tier REMIC created hereunder will be
evidenced by the Class LR Certificates.
The following table sets forth the initial principal amount (the
"Original Lower-Tier Principal Amounts") and per annum rates of interest for the
Uncertificated Lower-Tier Interests and the Class LR Certificates:
LOWER-TIER REMIC
Class Original Lower-Tier
Designation Interest Rate Principal Amount
- --------------- ------------------- --------------------------------
Class LA-1 (1) $171,865,000
Class LA-2A (1) $180,045,000
Class LA-2B (1) $523,000,000
Class LB (1) $45,157,000
Class LC (1) $49,390,000
Class LD (1) $15,523,000
Class LE (1) $15,522,000
Class LFA (1) $ 1,523,000
Class LFB (1) $14,000,000
Class LG (1) $14,112,000
Class LH (1) $25,400,000
Class LI (1) $18,345,000
Class LJ (1) $ 9,878,000
Class LK (1) $ 9,878,000
Class LL (1) $14,112,000
Class LM (1) $ 4,233,000
Class LN (1) $16,933,742
Class LR None(2) None(2)
- ------------------
(1) The interest rate for each Class of Uncertificated Lower-Tier Interests
shall be the Weighted Average Net Mortgage Rate.
(2) The Class LR Certificates do not have a Certificate Balance or Notional
Amount, do not bear interest and will not be entitled to distributions of
Prepayment Premiums or Yield Maintenance Charges. Any Available
Distribution Amount constituting assets remaining in the Lower-Tier
Distribution Account after distributing the Lower-Tier Distribution Amount
shall be distributed to the Holders of the Class LR Certificates (but only
to the extent of the Available Distribution Amount for such Distribution
Date, if any, remaining in the Lower-Tier Distribution Account, as
applicable).
As of close of business on the Cut-off Date, the Mortgage Loans had
an aggregate principal balance, after application of all payments of principal
due on or before such date, whether or not received, equal to $1,128,916,743.
In consideration of the mutual agreements herein contained, the
Depositor, the Servicer, the Special Servicer, the Trustee and the Fiscal Agent
agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms.
Whenever used in this Agreement, including in the Preliminary
Statement, the following capitalized terms, unless the context otherwise
requires, shall have the meanings specified in this Article.
"Accrued Certificate Interest": With respect to each Distribution
Date and each Class of Certificates (other than the Class S Certificates, Class
X Certificates and the Residual Certificates), an amount equal to interest for
the related Interest Accrual Period at the Pass-Through Rate applicable to such
Class of Certificates for such Distribution Date, accrued on the related
Certificate Balance of such Class outstanding immediately prior to such
Distribution Date (provided, that for interest accrual purposes any
distributions in reduction of Certificate Balance or reductions in Certificate
Balance as a result of allocations of Collateral Support Deficit on the
Distribution Date occurring in an Interest Accrual Period shall be deemed to
have been made on the first day of such Interest Accrual Period). With respect
to any Distribution Date and the Class X-1 or Class X-2 Certificates, as
applicable, an amount equal to interest for the related Interest Accrual Period
at the Pass-Through Rate for such Class for such Interest Accrual Period on the
Notional Amount of such Class (provided, that for interest accrual purposes any
distributions in reduction of Notional Amount or reductions in Notional Amount
as a result of allocations of Collateral Support Deficit on the Distribution
Date occurring in an Interest Accrual Period shall be deemed to have been made
on the first day of such Interest Accrual Period). Accrued Certificate Interest
shall be calculated on the basis of a 360-day year consisting of twelve 30-day
months.
"Actual/360 Mortgage Loans": The Mortgage Loans indicated as such in
the Mortgage Loan Schedule.
"Additional Debt": With respect to any Mortgage Loan, any debt owed
by the related Mortgagor to a party other than the lender under such Mortgage
Loan as of the Closing Date as set forth on Schedule 2 hereto, as increased or
decreased from time to time pursuant to the terms of the related subordinate
loan documents (including any subordination agreement).
"Administrative Cost Rate": The sum of the Servicing Fee Rate and
the Trustee Fee Rate, in each case computed on the basis of the Stated Principal
Balance of the related Mortgage Loan.
"Advance": Any P&I Advance or Servicing Advance.
"Adverse REMIC Event": As defined in Section 10.01(f).
"Affiliate": With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
"Agent": As defined in Section 5.02(c)(i)(A).
"Agreement": This Pooling and Servicing Agreement and all amendments
hereof and supplements hereto.
"Anticipated Prepayment Date": With respect to any Mortgage Loan
that is indicated on the Mortgage Loan Schedule as having a Revised Rate, the
date upon which such Mortgage Loan commences accruing interest at such Revised
Rate.
"Applicable State and Local Tax Law": For purposes hereof, the
Applicable State and Local Tax Law shall be (a) the tax laws of the State of New
York and the State of Illinois; and (b) such other state or local tax laws whose
applicability shall have been brought to the attention of the Trustee and the
Paying Agent by either (i) an opinion of counsel delivered to it, or (ii)
written notice from the appropriate taxing authority as to the applicability of
such state or local tax laws.
"Appraisal": An appraisal prepared by an Independent MAI appraiser
with at least five years experience in properties of like kind and in the same
area, prepared in accordance with 12 C.F.R. 225.64.
"Appraisal Reduction": For any Distribution Date and for any
Mortgage Loan as to which an Appraisal Reduction Event has occurred, an amount
calculated by the Special Servicer prior to the first Determination Date
following the date the Special Servicer receives or performs the required
Appraisal equal to the excess, if any, of (a) the Stated Principal Balance of
such Mortgage Loan over (b) the excess of (i) the sum of (A) 90% of the
Appraised Value of the related Mortgaged Property as determined (1) by one or
more Appraisals (the costs of which shall be paid by the Servicer as an Advance)
with respect to any Mortgage Loan (together with any other Mortgage Loan
cross-collateralized with such Mortgage Loan) with an outstanding principal
balance equal to or in excess of the lesser of $2,000,000 or 2% of the
then-current aggregate Stated Principal Balance of the Mortgage Loans or (2) by
an internal valuation performed by the Special Servicer (unless the Directing
Certificateholder objects, in which case an Appraisal shall be obtained) with
respect to any Mortgage Loan (together with any other Mortgage Loan
cross-collateralized with such Mortgage Loan) with an outstanding principal
balance less than the lesser of $2,000,000 or 2% of the then-current aggregate
Stated Principal Balance of the Mortgage Loans and (B) all escrows, letters of
credit and reserves in respect of such Mortgage Loan over (ii) the sum of, as of
the Due Date occurring in the month of such Distribution Date, (A) to the extent
not previously advanced by the Servicer, Trustee or the Fiscal Agent, all unpaid
interest on such Mortgage Loan at a per annum rate equal to its Mortgage Rate,
(B) all unreimbursed Advances and interest thereon at the Reimbursement Rate in
respect of such Mortgage Loan, (C) all unpaid Servicing Fees (to the extent not
duplicative of any amounts listed above) and Special Servicing Fees and (D) all
currently due and unpaid real estate taxes, assessments, insurance premiums and
ground rents and all other amounts due and unpaid with respect to such Mortgage
Loan (which taxes, premiums, ground rents and other amounts have not been
subject to an Advance by the Servicer, the Trustee or the Fiscal Agent, as
applicable); provided, however, without limiting the Special Servicer's
obligation to order and obtain such Appraisal, if the Special Servicer has not
obtained the Appraisal or valuation, as applicable, referred to above within 90
days of the Appraisal Reduction Event (or with respect to the reduction event
set forth in clause (ii) of the definition of Appraisal Reduction Event, within
such 120 days set forth therein), the amount of the Appraisal Reduction shall be
deemed to be an amount equal to 25% of the current Stated Principal Balance of
the related Mortgage Loan until such time as such Appraisal or valuation
referred to above is received and the Appraisal Reduction is calculated. Within
90 days after the Appraisal Reduction Event, the Special Servicer shall order
and use reasonable efforts to receive an Appraisal (the cost of which shall be
paid by the Servicer as a Servicing Advance); provided, however, that with
respect to an Appraisal Reduction Event as set forth in clause (ii) of the
definition of Appraisal Reduction Event, the Special Servicer shall use
reasonable efforts to order and receive such Appraisal within the 120 day period
set forth in such clause (ii), which Appraisal shall be delivered by the Special
Servicer to the Servicer, the Trustee, the Directing Certificateholder and the
Paying Agent and the Paying Agent shall deliver such Appraisal to each other
Holder of a Class H, Class I, Class J, Class K, Class L, Class M and Class N
Certificate who requests such Appraisal in writing within 15 days of receipt by
the Paying Agent of such Appraisal from the Special Servicer.
With respect to each Mortgage Loan as to which an Appraisal
Reduction has occurred (unless such Mortgage Loan has become a Corrected
Mortgage Loan (for such purposes taking into account any amendment or
modification of such Mortgage Loan)), the Special Servicer shall, (a) within 30
days of each annual anniversary of the related Appraisal Reduction Event, (b) at
such time as the Special Servicer has notice of a material change in the
condition of the related Mortgaged Property or (c) at such time as the Special
Servicer has notice of a material defect in such Appraisal, order an Appraisal
(which may be an update of a prior Appraisal), the cost of which shall be paid
by the Servicer as a Servicing Advance. Based upon such Appraisal, the Special
Servicer shall redetermine and report to the Paying Agent and the Trustee the
amount of the Appraisal Reduction with respect to such Mortgage Loan and such
redetermined Appraisal Reduction shall replace the prior Appraisal Reduction
with respect to such Mortgage Loan. Notwithstanding the foregoing, the Special
Servicer will not be required to obtain an Appraisal with respect to a Mortgage
Loan which is the subject of an Appraisal Reduction Event to the extent the
Special Servicer has obtained an Appraisal or valuation, as applicable, with
respect to the related Mortgaged Property within the 12-month period immediately
prior to the occurrence of such Appraisal Reduction Event. Instead, the Special
Servicer may use such prior Appraisal or valuation, as applicable, in
calculating any Appraisal Reduction with respect to such Mortgage Loan; provided
the Special Servicer is not aware of any material change to the related
Mortgaged Property that has occurred that would affect the validity of such
Appraisal or valuation, as applicable.
Any Mortgage Loan previously subject to an Appraisal Reduction which
becomes a Corrected Mortgage Loan (for such purposes taking into account any
amendment or modification of such Mortgage Loan), and with respect to which no
other Appraisal Reduction Event has occurred and is continuing, will no longer
be subject to an Appraisal Reduction.
Notwithstanding anything herein to the contrary, the aggregate
Appraisal Reduction related to a Mortgage Loan or the related REO Property will
be reduced to zero as of the date such Mortgage Loan is paid in full,
liquidated, repurchased or otherwise removed from the Trust Fund.
"Appraisal Reduction Amount": With respect to any Distribution Date,
(i) with respect to the Certificates, an amount equal to the product of (a) the
applicable per annum Pass-Through Rate on the Class of Certificates to which the
Appraisal Reduction is allocated (or each such Pass-Through Rate if such
Appraisal Reduction is allocated to more than one such Class), and (b) the sum
of all Appraisal Reductions with respect to such Distribution Date (or, if such
Appraisal Reduction is allocated to more than one Class of Certificates, the
portion thereof allocated to each such Class) or (ii) with respect to each
Mortgage Loan for such Distribution Date, an amount calculated by the Paying
Agent equal to the product of (a) the applicable per annum Pass-Through Rate on
the Class of Certificates to which the Appraisal Reduction is allocated (or each
such Pass-Through Rate if such Appraisal Reduction is allocated to more than one
such Class), and (b) the Appraisal Reduction with respect to such Mortgage Loan
with respect to such Distribution Date.
"Appraisal Reduction Event": With respect to any Mortgage Loan, the
earliest of (i) the third anniversary of the date on which the first extension
of the Maturity Date of such Mortgage Loan becomes effective as a result of a
modification of such Mortgage Loan by the Special Servicer pursuant to the terms
hereof, which extension does not decrease the amount of Monthly Payments on the
Mortgage Loan, (ii) 120 days after an uncured delinquency (without regard to the
application of any grace period) occurs in respect of such Mortgage Loan, (iii)
the date on which a reduction in the amount of Monthly Payments on such Mortgage
Loan, or a change in any other material economic term of such Mortgage Loan
(other than an extension of the Maturity Date), becomes effective as a result of
a modification of such Mortgage Loan by the Special Servicer, (iv) 30 days after
the Special Servicer receives notice that a receiver or similar official has
been appointed with respect to the related Mortgaged Property (but no later than
60 days after such appointment), (v) immediately after the Special Servicer
receives notice that a Mortgagor has declared bankruptcy (but no later than 60
days after such declaration of bankruptcy), (vi) 60 days after the date on which
an involuntary petition of bankruptcy is filed with respect to a Mortgagor,
(vii) 30 days after an uncured delinquency occurs in respect of a Balloon
Payment with respect to a Mortgage Loan unless the borrower has delivered to the
Servicer on the related Maturity Date a written refinancing commitment
reasonably satisfactory in form and substance to the Servicer which provides
that such refinancing will occur within 60 days and (viii) immediately after a
Mortgage Loan becomes an REO Loan; provided, however, that an Appraisal
Reduction Event shall not occur at any time when the aggregate Certificate
Balances of all Classes of Certificates (other than the Class A Certificates)
has been reduced to zero. The Special Servicer shall notify the Servicer and the
Directing Certificateholder promptly upon the occurrence of any of the foregoing
events.
"Appraised Value": With respect to any Mortgaged Property, the
appraised value thereof as determined by an Appraisal of the Mortgaged Property
securing such Mortgage Loan made by an Independent MAI appraiser selected by the
Servicer or Special Servicer, as applicable, or in connection with an Appraisal
Reduction, a valuation meeting the requirements of clause (b)(i)(A)(2) of the
definition of "Appraisal Reduction."
"Asset Status Report": As defined in Section 3.21(d).
"Assignment of Leases": With respect to any Mortgaged Property, any
assignment of leases, rents and profits or similar instrument executed by the
Mortgagor, assigning to the mortgagee all of the income, rents and profits
derived from the ownership, operation, leasing or disposition of all or a
portion of such Mortgaged Property, in the form which was duly executed,
acknowledged and delivered, as amended, modified, renewed or extended through
the date hereof and from time to time hereafter.
"Assumed Scheduled Payment": For any Due Period and with respect to
any Mortgage Loan that is delinquent in respect of its Balloon Payment
(including any REO Loan as to which the Balloon Payment would have been past
due), an amount equal to the sum of (a) the principal portion of the Monthly
Payment that would have been due on such Mortgage Loan on the related Due Date
based on the constant payment required by the related Mortgage Note or the
original amortization schedule thereof (as calculated with interest at the
related Mortgage Rate), if applicable, assuming such Balloon Payment has not
become due, after giving effect to any modification of such Mortgage Loan, and
(b) interest on the Stated Principal Balance of such Mortgage Loan at the
applicable Mortgage Rate (net of interest at the Servicing Fee Rate).
"Authenticating Agent": Any agent of the Trustee appointed to act as
Authenticating Agent pursuant to Section 5.01.
"Available Distribution Amount": With respect to any Distribution
Date, an amount equal to the sum of (without duplication):
(a) the aggregate amount relating to the Trust Fund on deposit in
the Certificate Account and the Lower-Tier Distribution
Account (exclusive of any investment income contained therein)
as of the close of business on the Business Day preceding the
related P&I Advance Date, exclusive of (without duplication):
(i) all Monthly Payments paid by the Mortgagors that are
due on a Due Date following the end of the related
Due Period;
(ii) all Principal Prepayments (together with any related
payments of interest allocable to the period
following the Due Date for the related Mortgage Loan
during the related Due Period), Liquidation Proceeds
or Insurance and Condemnation Proceeds received after
the end of the related Due Period;
(iii) all amounts payable or reimbursable to any Person
from the Certificate Account pursuant to clauses (ii)
- (xvii), (xix), inclusive, of Section 3.05(a);
(iv) all amounts payable or reimbursable to any Person
from the Lower-Tier Distribution Account pursuant to
clauses (ii) - (iv), inclusive, of Section 3.05(b);
(v) Excess Interest;
(vi) all Prepayment Premiums and Yield Maintenance
Charges;
(vii) all amounts deposited in the Certificate Account or
the Lower-Tier Distribution Account, as the case may
be, in error; and
(viii) with respect to the Interest Reserve Loans and any
Distribution Date relating to each Interest Accrual
Period ending in (1) each January or (2) any December
in a year immediately preceding a year which is not a
leap year, an amount equal to one day of interest on
the Stated Principal Balance of such Mortgage Loan as
of the Due Date in the month preceding the month in
which such Distribution Date occurs at the related
Mortgage Rate to the extent such amounts are to be
deposited in the Interest Reserve Account and held
for future distribution pursuant to Section 3.25;
(b) if and to the extent not already included in clause (a)
hereof, the aggregate amount transferred from the REO Account
to the Certificate Account for such Distribution Date pursuant
to Section 3.16(c);
(c) the aggregate amount of any P&I Advances made by the Servicer,
the Trustee or the Fiscal Agent, as applicable, for such
Distribution Date pursuant to Section 4.03 or 7.05 (net of the
related Trustee Fee with respect to the Mortgage Loans for
which such P&I Advances are made); and
(d) for the Distribution Date occurring in each March, the
Withheld Amounts remitted to the Lower-Tier Distribution
Account pursuant to Section 3.25(b).
Notwithstanding the investment of funds held in the Certificate Account pursuant
to Section 3.06, for purposes of calculating the Available Distribution Amount,
the amounts so invested shall be deemed to remain on deposit in such account.
"Balloon Mortgage Loan": Any Mortgage Loan that by its original
terms or by virtue of any modification entered into as of the Closing Date
provides for an amortization schedule extending beyond its Maturity Date.
"Balloon Payment": With respect to any Balloon Mortgage Loan as of
any date of determination, the Monthly Payment payable on the Maturity Date of
such Mortgage Loan.
"Bankruptcy Code": The federal Bankruptcy Code, as amended from time
to time (Title 11 of the United States Code).
"Base Interest Fraction": With respect to any Principal Prepayment
on any Mortgage Loan and any of the Class A-1, Class A-2, Class B, Class C,
Class D, Class E, Class F and Class G Certificates, a fraction (not greater than
1) (a) whose numerator is the amount, if any, by which (i) the Pass-Through Rate
on such Class of Certificates exceeds (ii) the yield rate used in calculating
the Yield Maintenance Charge with respect to such Principal Prepayment and (b)
whose denominator is the amount, if any, by which the (i) Mortgage Rate on such
Mortgage Loan exceeds (ii) the yield rate (as provided by the Servicer) used in
calculating the Yield Maintenance Charge with respect to such Principal
Prepayment; provided, however, that if such yield rate is greater than or equal
to the lesser of (x) the Mortgage Rate on such Mortgage Loan and (y) the
Pass-Through Rate described in clause (a)(i) above, then the Base Interest
Fraction shall be zero.
"Book-Entry Certificate": Any Certificate registered in the name of
the Depository or its nominee.
"Breach": As defined in Section 2.03(b).
"Business Day": Any day other than a Saturday, a Sunday or a day on
which banking institutions in New York, New York, the State of Missouri, the
State of Ohio, the State of Pennsylvania, the office of the Certificate
Registrar or the city and state in which the Corporate Trust Office of the
Trustee or principal place of business of the Servicer or the Special Servicer
is located, are authorized or obligated by law or executive order to remain
closed.
"CERCLA": The Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.
"Certificate": Any one of the Depositor's Commercial Mortgage
Pass-Through Certificates, Series 2001-1, as executed and delivered by the
Certificate Registrar and authenticated and delivered hereunder by the
Authenticating Agent.
"Certificate Account": The custodial account or accounts created and
maintained by the Servicer or a sub-servicer pursuant to Section 3.04(a) in the
name of the Trustee on behalf of the Certificateholders, into which the amounts
set forth in Section 3.04(a) shall be deposited directly. Any such account or
accounts shall be an Eligible Account.
"Certificate Balance": With respect to any Class of Certificates
(other than the Residual Certificates, the Class S Certificates and the Class X
Certificates), (i) on or prior to the first Distribution Date, an amount equal
to the Original Certificate Balance of such Class as specified in the
Preliminary Statement hereto, and (ii) as of any date of determination after the
first Distribution Date, the Certificate Balance of such Class on the
Distribution Date immediately prior to such date of determination (determined as
adjusted pursuant to Section 1.02(iii)).
"Certificate Deferred Interest": For any Distribution Date with
respect to any Class of Certificates, the amount of Mortgage Deferred Interest
allocated to such Class pursuant to Section 4.06(a).
"Certificate Factor": With respect to any Class of Certificates, as
of any date of determination, a fraction, expressed as a decimal carried to 8
places, the numerator of which is the then related Certificate Balance, and the
denominator of which is the related Original Certificate Balance.
"Certificate Owner": With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Certificate as reflected on the books
of the Depository or on the books of a Depository Participant or on the books of
an indirect participating brokerage firm for which a Depository Participant acts
as agent.
"Certificate Register" and "Certificate Registrar": The register
maintained and registrar appointed pursuant to Section 5.02.
"Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register, provided, however, that
solely for the purposes of giving any consent, approval or waiver pursuant to
this Agreement, any Certificate registered in the name of the Servicer, the
Special Servicer, the Depositor, the Fiscal Agent or any Affiliate of either
shall be deemed not to be outstanding, and the Voting Rights to which it is
entitled shall not be taken into account in determining whether the requisite
percentage of Voting Rights necessary to effect any such consent, approval or
waiver has been obtained, if such consent, approval or waiver sought from such
party would in any way increase its compensation or limit its obligations as
Servicer, Special Servicer, Depositor or Fiscal Agent, as applicable, hereunder;
provided, however, so long as there is no Event of Default with respect to the
Servicer or the Special Servicer, the Servicer and Special Servicer shall be
entitled to exercise such Voting Rights with respect to any issue which could
reasonably be believed to adversely affect such party's compensation or increase
its obligations or liabilities hereunder; and, provided further, however, that
such restrictions shall not apply to the exercise of the Special Servicer's
rights (or the Servicer's rights, if any) or any of their Affiliates as a member
of the Controlling Class. Additionally, for purposes of determining if the
requisite consents of Certificateholders under Section 11.01(b) have been
obtained, any Certificate beneficially owned by a Mortgage Loan Seller or any of
its Affiliates shall be deemed not to be outstanding (and shall not be
considered when determining the percentage of Certificateholders consenting or
when calculating the total number of Certificates entitled to consent), and the
consent rights to which such Certificateholder would otherwise be entitled shall
not be taken into account in determining whether the requisite consents
necessary to effect any amendment under Section 11.02(b) have been obtained with
respect to amendments that are significantly modifying the permitted activities
of the Trust. The Trustee shall be entitled to request and rely upon a
certificate of the Servicer, the Special Servicer or the Depositor in
determining whether a Certificate is registered in the name of an Affiliate of
such Person. All references herein to "Holders" or "Certificateholders" shall
reflect the rights of Certificate Owners as they may indirectly exercise such
rights through the Depository and the Depository Participants, except as
otherwise specified herein; provided, however, that the parties hereto shall be
required to recognize as a "Holder" or "Certificateholder" only the Person in
whose name a Certificate is registered in the Certificate Register.
"Chase": The Chase Manhattan Bank.
"Class": With respect to any Certificates or Uncertificated
Lower-Tier Interests, all of the Certificates or Uncertificated Lower-Tier
Interests bearing the same alphabetical (and, if applicable, numerical) Class
designation.
"Class A Certificate": Any Class A-1 or Class A-2 Certificate.
"Class A-1 Certificate": A Certificate designated as "Class A-1" on
the face thereof, in the form of Exhibit A-1 hereto.
"Class A-1 Component": With respect to the Class X-1 Certificates,
at any date of determination, that portion of the Notional Amount of the Class
X-1 Certificates equal to the Lower-Tier Principal Amount of the Class LA-1
Uncertificated Interest.
"Class A-1 Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to 6.0790%.
"Class A-2 Certificate": A Certificate designated as "Class A-2" on
the face thereof, in the form of Exhibit A-2 hereto.
"Class A-2 Pass-Through Rate": With respect to any Distribution
Date, a fixed rate per annum equal to 6.5310%.
"Class A-2X1A Component": With respect to the Class X-1
Certificates, at any date of determination, that portion of the Notional Amount
of the Class X-1 Certificates equal to the Lower-Tier Principal Amount of the
Class LA-2A Uncertificated Interest.
"Class A-2X1B Component": With respect to the Class X-1
Certificates, at any date of determination, that portion of the Notional Amount
of the Class X-1 Certificates equal to the Lower-Tier Principal Amount of the
Class LA-2B Uncertificated Interest.
"Class A-2X2 Component": With respect to the Class X-2 Certificates,
at any date of determination from the Closing Date through the Distribution Date
in May 2008, that portion of the Notional Amount of the Class X-2 Certificates
equal to the Lower-Tier Principal Amount of the Class LA-2B Uncertificated
Interest. After the Distribution Date in May 2008, the Class A-2X2 Component
will be zero.
"Class B Certificate": A Certificate designated as "Class B" on the
face thereof, in the form of Exhibit A-3 hereto.
"Class B Pass-Through Rate": With respect to any Distribution Date,
a fixed rate per annum equal to 6.7190%.
"Class B-X1 Component": With respect to the Class X-1 Certificates,
at any date of determination, that portion of the Notional Amount of the Class
X-1 Certificates equal to the Lower-Tier Principal Amount of the Class LB
Uncertificated Interest.
"Class B-X2 Component": With respect to the Class X-2 Certificates,
at any date of determination from the Closing Date through the Distribution Date
in May 2008, that portion of the Notional Amount of the Class X-2 Certificates
equal to the Lower-Tier Principal Amount of the Class LB Uncertificated
Interest. After the Distribution Date in May 2008, the Class B-X2 Component will
be zero.
"Class C Certificate": A Certificate designated as "Class C" on the
face thereof, in the form of Exhibit A-4 hereto.
"Class C Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the lesser of (i) the Weighted Average Net Mortgage
Rate and (ii) 6.9710%.
"Class C-X1 Component": With respect to the Class X-1 Certificates,
at any date of determination, that portion of the Notional Amount of the Class
X-1 Certificates equal to the Lower-Tier Principal Amount of the Class LC
Uncertificated Interest.
"Class C-X2 Component": With respect to the Class X-2 Certificates,
at any date of determination from the Closing Date through the Distribution Date
in May 2008, that portion of the Notional Amount of the Class X-2 Certificates
equal to the Lower-Tier Principal Amount of the Class LC Uncertificated
Interest. After the Distribution Date in May 2008, the Class C-X2 Component will
be zero.
"Class D Certificate": A Certificate designated as "Class D" on the
face thereof, in the form of Exhibit A-5 hereto.
"Class D Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the lesser of (i) the Weighted Average Net Mortgage
Rate and (ii) 7.1080%.
"Class D-X1 Component": With respect to the Class X-1 Certificates,
at any date of determination, that portion of the Notional Amount of the Class
X-1 Certificates equal to the Lower-Tier Principal Amount of the Class LD
Uncertificated Interest.
"Class D-X2 Component": With respect to the Class X-2 Certificates,
at any date of determination from the Closing Date through the Distribution Date
in May 2008, that portion of the Notional Amount of the Class X-2 Certificates
equal to the Lower-Tier Principal Amount of the Class LD Uncertificated
Interest. After the Distribution Date in May 2008, the Class D-X2 Component will
be zero.
"Class E Certificate": A Certificate designated as "Class E" on the
face thereof, in the form of Exhibit A-6 hereto.
"Class E-X1 Component": With respect to the Class X-1 Certificates,
at any date of determination, that portion of the Notional Amount of the Class
X-1 Certificates equal to the Lower-Tier Principal Amount of the Class LE
Uncertificated Interest.
"Class E-X2 Component": With respect to the Class X-2 Certificates,
at any date of determination, that portion of the Notional Amount of the Class
X-2 Certificates equal to the Lower-Tier Principal Amount of the Class LE
Uncertificated Interest. After the Distribution Date in May 2008, the Class E-X2
Component will be zero.
"Class E Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the lesser of (i) the Weighted Average Net Mortgage
Rate and (ii) 6.6570%.
"Class F Certificate": A Certificate designated as "Class F" on the
face thereof, in the form of Exhibit A-7 hereto.
"Class F-X1A Component": With respect to the Class X-1 Certificates,
at any date of determination, that portion of the Notional Amount of the Class
X-1 Certificates equal to the Lower-Tier Principal Amount of the Class LFA
Uncertificated Interest.
"Class F-X1B Component": With respect to the Class X-1 Certificates,
at any date of determination, that portion of the Notional Amount of the Class
X-1 Certificates equal to the Lower-Tier Principal Amount of the Class LFB
Uncertificated Interest.
"Class F-X2 Component": With respect to the Class X-2 Certificates,
at any date of determination from the Closing Date through the Distribution Date
in May 2008, that portion of the Notional Amount of the Class X-2 Certificates
equal to the Lower-Tier Principal Amount of the Class LFB Uncertificated
Interest. After the Distribution Date in May 2008, the Class F-X2 Component will
be zero.
"Class F Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the lesser of (i) the Weighted Average Net Mortgage
Rate and (ii) 6.723%.
"Class G Certificate": A Certificate designated as "Class G" on the
face thereof, in the form of Exhibit A-8 hereto.
"Class G Component": With respect to the Class X-1 Certificates, at
any date of determination, that portion of the Notional Amount of the Class X-1
Certificates equal to the Lower-Tier Principal Amount of the Class LG
Uncertificated Interest.
"Class G Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the lesser of (i) the Weighted Average Net Mortgage
Rate and (ii) 7.0350%.
"Class H Certificate": A Certificate designated as "Class H" on the
face thereof, in the form of Exhibit A-9 hereto.
"Class H Component": With respect to the Class X-1 Certificates, at
any date of determination, that portion of the Notional Amount of the Class X-1
Certificates equal to the Lower-Tier Principal Amount of the Class LH
Uncertificated Interest.
"Class H Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the lesser of (i) the Weighted Average Net Mortgage
Rate and (ii) 6.2070%.
"Class I Certificate": A Certificate designated as "Class I" on the
face thereof, in the form of Exhibit A-10 hereto.
"Class I Component": With respect to the Class X-1 Certificates, at
any date of determination, that portion of the Notional Amount of the Class X-1
Certificates equal to the Lower-Tier Principal Amount of the Class LI
Uncertificated Interest.
"Class I Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the lesser of (i) the Weighted Average Net Mortgage
Rate and (ii) 6.2070%.
"Class J Certificate": A Certificate designated as "Class J" on the
face thereof, in the form of Exhibit A-11 hereto.
"Class J Component": With respect to the Class X-1 Certificates, at
any date of determination, that portion of the Notional Amount of the Class X-1
Certificates equal to the Lower-Tier Principal Amount of the Class LJ
Uncertificated Interest.
"Class J Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the lesser of (i) the Weighted Average Net Mortgage
Rate and (ii) 6.2070%.
"Class K Certificate": A Certificate designated as "Class K" on the
face thereof, in the form of Exhibit A-12 hereto.
"Class K Component": With respect to the Class X-1 Certificates, at
any date of determination, that portion of the Notional Amount of the Class X-1
Certificates equal to the Lower-Tier Principal Amount of the Class LK
Uncertificated Interest.
"Class K Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the lesser of (i) the Weighted Average Net Mortgage
Rate and (ii) 6.2070%.
"Class L Certificate": A Certificate designated as "Class L" on the
face thereof, in the form of Exhibit A-13 hereto.
"Class L Component": With respect to the Class X-1 Certificates, at
any date of determination, that portion of the Notional Amount of the Class X-1
Certificates equal to the Lower-Tier Principal Amount of the Class LL
Uncertificated Interest.
"Class L Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the lesser of (i) the Weighted Average Net Mortgage
Rate and (ii) 6.2070%.
"Class M Certificate": A Certificate designated as "Class M" on the
face thereof, in the form of Exhibit A-14 hereto.
"Class M Component": With respect to the Class X-1 Certificates, at
any date of determination, that portion of the Notional Amount of the Class X-1
Certificates equal to the Lower-Tier Principal Amount of the Class LM
Uncertificated Interest.
"Class M Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the lesser of (i) the Weighted Average Net Mortgage
Rate and (ii) 6.2070%.
"Class N Certificate": A Certificate designated as "Class N" on the
face thereof, in the form of Exhibit A-15 hereto.
"Class N Component": With respect to the Class X-1 Certificates, at
any date of determination, that portion of the Notional Amount of the Class X-1
Certificates equal to the Lower-Tier Principal Amount of the Class LN
Uncertificated Interest.
"Class N Pass-Through Rate": With respect to any Distribution Date,
a per annum rate equal to the lesser of (i) the Weighted Average Net Mortgage
Rate and (ii) 6.2070%.
"Class LA-1 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-2A Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-2B Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto
"Class LB Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LC Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LD Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LE Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LFA Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LFB Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LG Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LH Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LI Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LJ Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LK Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LL Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LM Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LN Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LR Certificate": A Certificate designated as "Class LR" on
the face thereof, in the form of Exhibit A-19 hereto.
"Class R Certificate": A Certificate designated as "Class R" on the
face thereof, in the form of Exhibit A-18 hereto.
"Class S Certificate": A Certificate designated as "Class S" on the
face thereof, in the form of Exhibit A-20 hereto.
"Class Unpaid Interest Shortfall": As to any Distribution Date and
any Class of Regular Certificates, the excess, if any, of (a) the sum of (i) the
Distributable Certificate Interest in respect of such Class for the immediately
preceding Distribution Date and (ii) any outstanding Class Unpaid Interest
Shortfall payable to such Class on such preceding Distribution Date over (b) the
aggregate amount in respect of interest actually distributed to such Class on
such immediately preceding Distribution Date. The Class Unpaid Interest
Shortfall with respect to any Class of Certificates as of the initial
Distribution Date is zero. No interest shall accrue on Class Unpaid Interest
Shortfalls.
"Class X Certificate": Any Class X-1 or Class X-2 Certificate.
"Class X-1 Certificate": A Certificate designated as "Class X-1" on
the face thereof, in the form of Exhibit A-16 hereto.
"Class X-1 Notional Amount": For any date of determination, a
notional amount equal to the aggregate of the Lower-Tier Principal Amounts of
the Uncertificated Lower-Tier Interests as of the preceding Distribution Date
(after giving effect to the distributions of principal on such Distribution
Date), and in the case of the first Distribution Date, as of the Closing Date.
"Class X-1 Pass-Through Rate": A per annum rate equal to the
weighted average of the Pass-Through Rates on the Class A-1 Component, the Class
A-2X1A Component, the Class A-2X1B Component, the Class B-X1 Component, the
Class C-X1 Component, the Class D-X1 Component, the Class E-X1 Component, the
Class F-X1A Component, the Class F-X1B Component, the Class G Component, the
Class H Component, the Class I Component, the Class J Component, the Class K
Component, the Class L Component, the Class M Component and the Class N
Component (each, a "Component Pass-Through Rate"), weighted on the basis of
their respective Notional Amounts.
For any Distribution Date from the Closing Date through and
including the Distribution Date in May 2008, the Component Pass-Through Rates
will be as follows: the Component Pass-Through Rate on the Class A-1 Component
is a per annum rate equal to the Weighted Average Net Mortgage Rate minus the
Class A-1 Pass-Through Rate. The Component Pass-Through Rate on the Class A-2X1A
Component is a per annum rate equal to the Weighted Average Net Mortgage Rate
minus the Class A-2 Pass-Through Rate. The Component Pass-Through Rate on the
Class A-2X1B Component is a per annum rate equal to the excess of the Weighted
Average Net Mortgage Rate over the sum of the Class A-2 Pass-Through Rate and
the Class A-2X2 Component Pass-Through Rate. The Component Pass-Through Rate on
the Class B-X1 Component is a per annum rate equal to the excess of Weighted
Average Net Mortgage Rate over the sum of the Class B Pass-Through Rate and the
Class B-X2 Component Pass-Through Rate. The Component Pass-Through Rate on the
Class C-X1 Component is a per annum rate equal to the excess of Weighted Average
Net Mortgage Rate over the sum of the Class C Pass-Through Rate and the Class
C-X2 Component Pass-Through Rate. The Component Pass-Through Rate on the Class
D-X1 Component is a per annum rate equal to the excess of the Weighted Average
Net Mortgage Rate over the sum of the Class D Pass-Through Rate and the Class
D-X2 Component Pass-Through Rate. The Component Pass-Through Rate on the Class
E-X1 Component is a per annum rate equal to the excess of the Weighted Average
Net Mortgage Rate over the sum of the Class E Pass-Through Rate and the Class
E-X2 Component Pass-Through Rate. The Component Pass-Through Rate on the Class
F-X1A Component is a per annum rate equal to the Weighted Average Net Mortgage
Rate minus the Class F Pass-Through Rate. The Component Pass-Through Rate on the
Class F-X1B Component is a per annum rate equal to the excess of the Weighted
Average Net Mortgage Rate over the sum of the Class F Pass-Through Rate and the
Class F-X2 Component Pass-Through Rate. The Component Pass-Through Rate on the
Class G Component is a per annum rate equal to the Weighted Average Net Mortgage
Rate minus the Class G Pass-Through Rate. The Component Pass-Through Rate on the
Class H Component is a per annum rate equal to the Weighted Average Net Mortgage
Rate minus the Class H Pass-Through Rate. The Component Pass-Through Rate on the
Class I Component is a per annum rate equal to the Weighted Average Net Mortgage
Rate minus the Class I Pass-Through Rate. The Component Pass-Through Rate on the
Class J Component is a per annum rate equal to the Weighted Average Net Mortgage
Rate minus the Class J Pass-Through Rate. The Component Pass-Through Rate on the
Class K Component is a per annum rate equal to the Weighted Average Net Mortgage
Rate minus the Class K Pass-Through Rate. The Component Pass-Through Rate on the
Class L Component is a per annum rate equal to the Weighted Average Net Mortgage
Rate minus the Class L Pass-Through Rate. The Component Pass-Through Rate on the
Class M Component is a per annum rate equal to the Weighted Average Net Mortgage
Rate minus the Class M Pass-Through Rate. The Component Pass-Through Rate on the
Class N Component is a per annum rate equal to the Weighted Average Net Mortgage
Rate minus the Class N Pass-Through Rate.
For any Distribution Date occurring after the Distribution Date in
May 2008, the Component Pass-Through Rates will be as follows: the Component
Pass-Through Rate on the Class A-1 Component is a per annum rate equal to the
Weighted Average Net Mortgage Rate minus the Class A-1 Pass-Through Rate. The
Component Pass-Through Rate on the Class A-2X1A Component is a per annum rate
equal to the Weighted Average Net Mortgage Rate minus the Class A-2 Pass-Through
Rate. The Component Pass-Through Rate on the Class A-2X1B Component is a per
annum rate equal to the Weighted Average Net Mortgage Rate minus the Class A-2
Pass-Through Rate. The Component Pass-Through Rate on the Class B-X1 Component
is a per annum rate equal to the Weighted Average Net Mortgage Rate minus the
Class B Pass-Through Rate. The Component Pass-Through Rate on the Class C-X1
Component is a per annum rate equal to the Weighted Average Net Mortgage Rate
minus the Class C Pass-Through Rate. The Component Pass-Through Rate on the
Class D-X1 Component is a per annum rate equal to the Weighted Average Net
Mortgage Rate minus the Class D Pass-Through Rate. The Component Pass-Through
Rate on the Class E-X1 Component is a per annum rate equal to the Weighted
Average Net Mortgage Rate minus the Class E Pass-Through Rate. The Component
Pass-Through Rate on the Class F-X1A Component is a per annum rate equal to the
Weighted Average Net Mortgage Rate minus the Class F Pass-Through Rate. The
Component Pass-Through Rate on the Class F-X1B Component is equal to the
Weighted Average Net Mortgage Rate minus the Class F Pass-Through Rate. The
Component Pass-Through Rate on the Class G Component is a per annum rate equal
to the Weighted Average Net Mortgage Rate minus the Class G Pass-Through Rate.
The Component Pass-Through Rate on the Class H Component is a per annum rate
equal to the Weighted Average Net Mortgage Rate minus the Class H Pass-Through
Rate. The Component Pass-Through Rate on the Class I Component is a per annum
rate equal to the Weighted Average Net Mortgage Rate minus the Class I
Pass-Through Rate. The Component Pass-Through Rate on the Class J Component is a
per annum rate equal to the Weighted Average Net Mortgage Rate minus the Class J
Pass-Through Rate. The Component Pass-Through Rate on the Class K Component is a
per annum rate equal to the Weighted Average Net Mortgage Rate minus the Class K
Pass-Through Rate. The Component Pass-Through Rate on the Class L Component is a
per annum rate equal to the Weighted Average Net Mortgage Rate minus the Class L
Pass-Through Rate. The Component Pass-Through Rate on the Class M Component is a
per annum rate equal to the Weighted Average Net Mortgage Rate minus the Class M
Pass-Through Rate. The Component Pass-Through Rate on the Class N Component is a
per annum rate equal to the Weighted Average Net Mortgage Rate minus the Class N
Pass-Through Rate.
"Class X-2 Certificate": A Certificate designated as "Class X-2" on
the face thereof, in the form of Exhibit A-17 hereto.
"Class X-2 Notional Amount": For any date of determination from the
Closing Date through the Distribution Date in May 2008, a notional amount equal
to the aggregate of the Lower-Tier Principal Amounts of (i) the lesser of
$523,000,000 and the outstanding Class LA-2 Uncertificated Lower-Tier Interests,
(ii) the aggregate of the Class LB, Class LC, Class LD and Class LE
Uncertificated Lower-Tier Interests and (iii) the lesser of $14,000,000 or the
then outstanding LF Uncertificated Lower-Tier Interests as of the preceding
Distribution Date (after giving effect to the distributions of principal on such
Distribution Date), and in the case of the first Distribution Date, as of the
Closing Date. For any date of determination after the Distribution Date in May
2008, the Class X-2 Notional Amount will be zero.
"Class X-2 Pass-Through Rate": A per annum rate equal to the
weighted average of the Pass-Through Rates on the Class A-2X2 Component, the
Class B-X2 Component, the Class C-X2 Component and the Class D-X2 Component, the
Class E-X2 Component and the Class F-X2 Component (each, a "Class X-2 Component
Pass-Through Rate"), weighted on the basis of their respective Notional Amounts.
The Component Pass-Through Rate on the Class A-2X2 Component is a per annum rate
equal to the lesser of (i) 1.02% and (ii) the excess of the Weighted Average Net
Mortgage Rate minus 0.01% over the Class A-2 Pass-Through Rate; provided,
however that such Component Pass-Through Rate shall never be less than zero. The
Component Pass-Through Rate on the Class B-X2 Component is a per annum rate
equal to the lesser of (i) 0.83% and (ii) the excess of the Weighted Average Net
Mortgage Rate minus 0.01% over the Class B Pass-Through Rate; provided, however
that such Component Pass-Through Rate shall never be less than zero. The
Component Pass-Through Rate on the Class C-X2 Component is a per annum rate
equal to the lesser of (i) 0.58% and (ii) the excess of the Weighted Average Net
Mortgage Rate minus 0.01% over the Class C Pass-Through Rate; provided, however,
that such Component Pass-Through Rate shall never be less than zero. The
Component Pass-Through Rate on the Class D-X2 Component is a per annum rate
equal to the lesser of (i) 0.44% and (ii) the excess of the Weighted Average Net
Mortgage Rate minus 0.01% over the Class D Pass-Through Rate; provided, however
that such Component Pass-Through Rate shall never be less than zero. The
Component Pass-Through Rate on the Class E-X2 Component is a per annum rate
equal to the lesser of (i) 0.89% and (ii) the excess of the Weighted Average Net
Mortgage Rate minus 0.01% over the Class E Pass-Through Rate; provided, however
that such Component Pass-Through Rate shall never be less than zero. The
Component Pass-Through Rate on the Class F-X2 Component is a per annum rate
equal to the lesser of (i) 0.83% and (ii) the excess of the Weighted Average Net
Mortgage Rate minus 0.01% over the Class F Pass-Through Rate; provided, however
that such Component Pass-Through Rate shall never be less than zero.
"Closing Date": May 2, 2001.
"CMSA": The Commercial Mortgage Securities Association, or any
association or organization that is a successor thereto. If neither such
association nor any successor remains in existence, "CMSA" shall be deemed to
refer to such other association or organization as may exist whose principal
membership consists of servicers, trustees, certificateholders, issuers,
placement agents and underwriters generally involved in the commercial mortgage
loan securitization industry, which is the principal such association or
organization in the commercial mortgage loan securitization industry and whose
principal purpose is the establishment of industry standards for reporting
transaction-specific information relating to commercial mortgage pass-through
certificates and commercial mortgage-backed bonds and the commercial mortgage
loans and foreclosed properties underlying or backing them to investors holding
or owning such certificates or bonds, and any successor to such other
association or organization. If an organization or association described in one
of the preceding sentences of this definition does not exist, "CMSA" shall be
deemed to refer to such other association or organization as shall be selected
by the Servicer and reasonably acceptable to the Trustee, the Paying Agent, the
Special Servicer and the Controlling Class Certificateholders.
"CMSA Bond Level File": The monthly report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Bond Level File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "Bond Level File" available as of the Closing Date on the CMSA
Website, is reasonably acceptable to the Paying Agent.
"CMSA Collateral Summary File": The report substantially in the form
of, and containing the information called for in, the downloadable form of the
"CMSA Collateral Summary File" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage securities transactions generally and,
insofar as it requires the presentation of information in addition to that
called for by the form of the "CMSA Collateral Summary File" available as of the
Closing Date on the CMSA Website, is reasonably acceptable to the Paying Agent.
"CMSA Comparative Financial Status Report": A report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Comparative Financial Status Report" available as of the Closing
Date on the CMSA Website, or such other form for the presentation of such
information as may from time to time be recommended by the CMSA for commercial
mortgage securities transactions generally and, insofar as it requires the
presentation of information in addition to that called for by the form of the
"Comparative Financial Status Report" available as of the Closing Date on the
CMSA Website, is reasonably acceptable to the Servicer or the Special Servicer,
as applicable.
"CMSA Delinquent Loan Status Report": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Delinquent Loan Status Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage securities transactions generally and,
insofar as it requires the presentation of information in addition to that
called for by the form of the "Delinquent Loan Status Report" available as of
the Closing Date on the CMSA Website, is reasonably acceptable to the Servicer
or the Special Servicer, as applicable.
"CMSA Financial File": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "CMSA
Financial File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "CMSA Financial File" available as of the Closing Date on the CMSA
Website, is reasonably acceptable to the Servicer or the Special Servicer, as
applicable.
"CMSA Historical Liquidation Report": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Historical Liquidation Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage securities transactions generally and,
insofar as it requires the presentation of information in addition to that
called for by the form of the "Historical Liquidation Report" available as of
the Closing Date on the CMSA Website, is reasonably acceptable to the Servicer
or the Special Servicer, as applicable.
"CMSA Historical Loan Modification Report": A report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Historical Loan Modification Report" available as of the Closing
Date on the CMSA Website, or such other form for the presentation of such
information and containing such additional information as may from time to time
be recommended by the CMSA for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in
addition to that called for by the form of the "Historical Loan Modification
Report" available as of the Closing Date on the CMSA Website, is reasonably
acceptable to the Servicer or the Special Servicer, as applicable.
"CMSA Investor Reporting Package": Collectively:
(a) the following six electronic files: (i) CMSA Loan Setup File,
(ii) CMSA Loan Periodic Update File, (iii) CMSA Property File, (iv) CMSA
Bond Level File, (v) CMSA Financial File and (vi) CMSA Collateral Summary
File; and
(b) the following eight supplemental reports: (i) CMSA Delinquent
Loan Status Report, (ii) CMSA Historical Loan Modification Report, (iii)
CMSA Historical Liquidation Report, (iv) CMSA REO Status Report, (v) CMSA
Operating Statement Analysis Report, (vi) CMSA Comparative Financial
Status Report, (vii) Servicer Watch List and (viii) CMSA NOI Adjustment
Worksheet.
"CMSA Loan Periodic Update File": The monthly report substantially
in the form of, and containing the information called for in, the downloadable
form of the "CMSA Loan Periodic Update File" available as of the Closing Date on
the CMSA Website, or such other form for the presentation of such information
and containing such additional information as may from time to time be
recommended by the CMSA for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in
addition to that called for by the form of the "CMSA Loan Periodic Update File"
available as of the Closing Date on the CMSA Website, is reasonably acceptable
to the Servicer or the Special Servicer, as applicable, and the Paying Agent.
"CMSA Loan Setup File": The report substantially in the form of, and
containing the information called for in, the downloadable form of the "CMSA
Loan Setup File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "CMSA Loan Setup File" available as of the Closing Date on the CMSA
Website, is reasonably acceptable to the Servicer or the Special Servicer, as
applicable, and the Paying Agent.
"CMSA NOI Adjustment Worksheet": A report substantially in the form
of, and containing the information called for in, the downloadable form of the
"NOI Adjustment Worksheet" available as of the Closing Date on the CMSA Website,
or such other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "NOI Adjustment Worksheet" available as of the Closing Date on the
CMSA Website, is acceptable to the Servicer or the Special Servicer, as
applicable, and in any event, shall present the computations made in accordance
with the methodology described in such form to "normalize" the full year net
operating income and debt service coverage numbers used in the other reports
required by this Agreement.
"CMSA Operating Statement Analysis Report": A report substantially
in the form of, and contain the information called for in, the downloadable form
of the "Operating Statement Analysis Report" available as of the Closing Date on
the CMSA Website or in such other form for the presentation of such information
and containing such additional information as may from time to time be
recommended by the CMSA for commercial mortgage-backed securities transactions
generally and, insofar as it requires the presentation of information in
addition to that called for by the form of the "Operating Statement Analysis
Report" available as of the Closing Date on the CMSA Website, is reasonably
acceptable to the Servicer.
"CMSA Property File": The monthly report substantially in the form
of, and containing the information called for, in the downloadable form of the
"CMSA Property File" available as of the Closing Date on the CMSA Website, or
such other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "CMSA Property File" available as of the Closing Date on the CMSA
Website, is reasonably acceptable to the Servicer or the Special Servicer, as
applicable.
"CMSA REO Status Report": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "REO
Status Report" available as of the Closing Date on the CMSA Website, or in such
other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for by the
form of the "REO Status Report" available as of the Closing Date on the CMSA
Website, is reasonably acceptable to the Servicer or the Special Servicer, as
applicable.
"CMSA Servicer Watch List": For any Determination Date, a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Servicer Watch List" available as of the Closing Date
on the CMSA Website, or in such other form for the presentation of such
information and containing such additional information as may from time to time
be recommended by the CMSA for commercial mortgage securities transactions
generally and, insofar as it requires the presentation of information in
addition to that called for by the form of the "Servicer Watch List" available
as of the Closing Date on the CMSA Website, is reasonably acceptable to the
Servicer or Special Servicer, as applicable, and in any event, which report
shall identify all Mortgage Loans other than Specially Serviced Mortgage Loans
that are required by the criteria set forth on Exhibit M hereto; provided that,
upon adoption by the CMSA of a standard format, such format shall be used for
this report.
"CMSA Website": The CMSA's Website located at "www.cmbs.org" or such
other primary website as the CMSA may establish for dissemination of its report
forms.
"Code": The Internal Revenue Code of 1986, as amended from time to
time, and applicable final or temporary regulations of the U.S. Department of
the Treasury issued pursuant thereto.
"Collateral Support Deficit": As defined in Section 4.04.
"Commission": The Securities and Exchange Commission.
"Compensating Interest Payment": As defined in Section 3.19(a).
"Component": Any of the Class A-1 Component, the Class A-2X1A
Component, the Class A-2X1B Component, the Class A-2X2 Component, the Class B-X1
Component, the Class B-X2 Component, the Class C-X1 Component, the Class C-X2
Component, the Class D-X1 Component, the Class D-X2 Component, the Class E-X1
Component, the Class E-X2 Component, the Class F-X1A Component, the Class F-X1B
Component, the Class F-X2 Component, the Class G Component, the Class H
Component, the Class I Component, the Class J Component, the Class K Component,
the Class L Component, the Class M Component and the Class N Component.
"Component Pass-Through Rate": Has the meaning set forth in the
definition of Class X-1 Pass-Through Rate or Class X-2 Pass-Through Rate, as
applicable.
"Controlling Class": As of any date of determination, the most
subordinate Class of Regular Certificates then outstanding that has a then
aggregate Certificate Balance at least equal to 25% of the initial Certificate
Balance of such Class of Certificates. As of the Closing Date, the Controlling
Class will be the Class N Certificates.
"Controlling Class Certificateholders": Each Holder (or Certificate
Owner, if applicable) of a Certificate of the Controlling Class as certified by
the Certificate Registrar to the Trustee from time to time by such Holder (or
Certificate Owner).
"Corporate Trust Office": The principal corporate trust office of
the Trustee at which at any particular time its corporate trust business with
respect to this Agreement shall be administered, which office at the date of the
execution of this Agreement is located at 135 South LaSalle Street, Suite 1625,
Chicago, Illinois 60603, Attention: Asset-Backed Securities Trust Services
Group-GECCMC 2001-1, (telecopy number (312) 904-2084).
"Corrected Mortgage Loan": Any Specially Serviced Mortgage Loan that
has become current and remained current for three consecutive Monthly Payments
(for such purposes taking into account any modification or amendment of such
Mortgage Loan), and (provided that no additional default is foreseeable in the
reasonable judgment of the Special Servicer) the Special Servicer has returned
servicing of such Mortgage Loan to the Servicer pursuant to Section 3.21(a).
"Credit File": Any documents, other than documents required to be
part of the related Mortgage File, in the possession of the Servicer or the
Special Servicer and relating to the origination and servicing of any Mortgage
Loan or the administration of any REO Property.
"Cross-Collateralized Mortgage Loan": Any Mortgage Loan that is
cross-collateralized and cross-defaulted with another Mortgage Loan.
"Custodian": A Person who is at any time appointed by the Trustee
pursuant to Section 8.11 as a document custodian for the Mortgage Files, which
Person shall not be the Depositor, either of the Mortgage Loan Sellers or an
Affiliate of any of them. The Trustee shall be the initial Custodian.
"Cut-off Date": May 11, 2001.
"Cut-off Date Principal Balance": With respect to any Mortgage Loan,
the outstanding principal balance of such Mortgage Loan as of the Cut-off Date,
after application of all payments of principal due on or before such date,
whether or not received but without regard to any prepayments received on or
prior to the Cut-Off Date.
"Debt Service Coverage Ratio": With respect to any Mortgage Loan for
any twelve month period covered by an annual operating statement for the related
Mortgaged Property, the ratio of (i) Net Operating Income produced by the
related Mortgaged Property during such period to (ii) the aggregate amount of
Monthly Payments (other than any Balloon Payment) due under such Mortgage Loan
during such period, provided, that with respect to the Mortgage Loans indicated
on Schedule 3, which pay interest only for a specified period of time set forth
in the related Mortgage Loan documents and then pay principal and interest, the
related Monthly Payment will be calculated (for purposes of this definition
only) to include interest and principal (based on the amortization schedule
indicated on Schedule 3).
"Default Interest": With respect to any Mortgage Loan which is in
default pursuant to the terms of the related Mortgage Loan documents for any
related Due Period, all interest accrued in respect of such Mortgage Loan during
such Due Period provided for in the related Mortgage Note or Mortgage as a
result of the related default (exclusive of Late Payment Charges) that is in
excess of interest at the related Mortgage Rate accrued on the unpaid principal
balance of such Mortgage Loan outstanding from time to time during such Due
Period.
"Defaulted Mortgage Loan": A Mortgage Loan that is delinquent at
least sixty days in respect of its Monthly Payments or more than thirty days
delinquent in respect of its Balloon Payment, if any, in either case such
delinquency to be determined without giving effect to any grace period permitted
by the related Mortgage or Mortgage Note and without regard to any acceleration
of payments under the related Mortgage and Mortgage Note.
"Defaulting Party": As defined in Section 7.01(b).
"Defect": As defined in Section 2.02(e).
"Deficient Valuation": With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged Property in an
amount less than the then outstanding principal balance of the Mortgage Loan,
which valuation results from a proceeding initiated under the Bankruptcy Code.
"Definitive Certificate": As defined in Section 5.01(a).
"Denomination": As defined in Section 5.01(a).
"Depositor": GE Capital Commercial Mortgage Corporation, a Delaware
corporation, or its successor in interest.
"Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository for purposes
of registering those Certificates that are to be Book-Entry Certificates, is
Cede & Co. The Depository shall at all times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of New
York and a "clearing agency" registered pursuant to the provisions of Section
17A of the Exchange Act.
"Depository Participant": A broker, dealer, bank or other financial
institution or other Person for whom from time to time the Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
"Depository Rules": As defined in Section 5.02(b).
"Determination Date": With respect to any Distribution Date, the
earlier of (i) the 11th day of the month in which such Distribution Date occurs
or, if such 11th day is not a Business Day, the immediately preceding Business
Day, and (ii) the 4th Business Day prior to the related Distribution Date.
"Directing Certificateholder": The Controlling Class
Certificateholder selected by more than 50% of the Controlling Class
Certificateholders, by Certificate Balance, as certified by the Certificate
Registrar from time to time; provided, however, that (i) absent such selection,
or (ii) until a Directing Certificateholder is so selected or (iii) upon receipt
by the Trustee and the Paying Agent of a notice from a majority of the
Controlling Class Certificateholders, by Certificate Balance, that a Directing
Certificateholder is no longer designated, the Controlling Class
Certificateholder that owns the largest aggregate Certificate Balance of the
Controlling Class will be the Directing Certificateholder.
"Directly Operate": With respect to any REO Property, the furnishing
or rendering of services to the tenants thereof, that are not customarily
provided to tenants in connection with the rental of space "for occupancy only"
within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the
management or operation of such REO Property, the holding of such REO Property
primarily for sale to customers, the use of such REO Property in a trade or
business conducted by the Trust Fund or the performance of any construction work
on the REO Property (other than the completion of a building or improvement,
where more than 10% of the construction of such building or improvement was
completed before default became imminent), other than through an Independent
Contractor; provided, however, that the Trustee (or the Special Servicer on
behalf of the Trustee) shall not be considered to Directly Operate an REO
Property solely because the Trustee (or the Special Servicer on behalf of the
Trustee) establishes rental terms, chooses tenants, enters into or renews
leases, deals with taxes and insurance or makes decisions as to repairs or
capital expenditures with respect to such REO Property or takes other actions
consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).
"Disqualified Organization": Any of (i) the United States, any State
or political subdivision thereof, any possession of the United States or any
agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax and a
majority of its board of directors is not selected by such governmental unit),
(ii) a foreign government, any international organization or any agency or
instrumentality of any of the foregoing, (iii) any organization (other than
certain farmers' cooperatives described in Section 521 of the Code) which is
exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed
by Section 511 of the Code on unrelated business taxable income), (iv) rural
electric and telephone cooperatives described in Section 1381(a)(2)(C) of the
Code and (v) any other Person so designated by the Servicer based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Residual
Certificate by such Person may cause any of the Upper-Tier REMIC or the
Lower-Tier REMIC to fail to qualify as a REMIC or any Person having an Ownership
Interest in any Class of Certificates (other than such Person) to incur a
liability for any federal tax imposed under the Code that would not otherwise be
imposed but for the Transfer of an Ownership Interest in a Residual Certificate
to such Person. The terms "United States", "State" and "international
organization" shall have the meanings set forth in Section 7701 of the Code or
successor provisions.
"Distributable Certificate Interest": With respect to any
Distribution Date, as to any Class of Regular Certificates, the Accrued
Certificate Interest in respect of such Class of Regular Certificates for such
Distribution Date, reduced (to not less than zero) by (i) such Class's share of
the Uncovered Prepayment Interest Shortfall Amount for such Distribution Date
and (ii) by any allocations to such Class of Certificates (other than in the
case of the Class X Certificates) of any Certificate Deferred Interest for such
Distribution Date.
"Distribution Accounts": Collectively, the Upper-Tier Distribution
Account and the Lower-Tier Distribution Account.
"Distribution Date": The 15th day of any month or, if such 15th day
is not a Business Day, the Business Day immediately following, commencing in
June 2001.
"Due Date": With respect to (i) any Mortgage Loan on or prior to its
Maturity Date, the day of the month set forth in the related Mortgage Note on
which each Monthly Payment thereon is scheduled to be first due, (ii) any
Mortgage Loan after the Maturity Date therefor, the day of the month set forth
in the related Mortgage Note on which each Monthly Payment on such Mortgage Loan
had been scheduled to be first due, and (iii) any REO Loan, the day of the month
set forth in the related Mortgage Note on which each Monthly Payment on the
related Mortgage Loan had been scheduled to be first due.
"Due Period": With respect to any Distribution Date and any Mortgage
Loan, the period commencing on the day immediately succeeding the Due Date
occurring in the month preceding the month in which such Distribution Date
occurs and ending on and including the Due Date occurring in the month in which
such Distribution Date occurs. Notwithstanding the foregoing, in the event that
the last day of a Due Period (or applicable grace period) is not a Business Day,
any payments received with respect to the Mortgage Loans relating to such Due
Period on the Business Day immediately following such day shall be deemed to
have been received during such Due Period and not during any other Due Period.
"Eligible Account": Either (i) a segregated account or accounts
maintained with a federal or state chartered depository institution or trust
company (including the Trustee) (1) the long-term unsecured debt obligations of
which are rated at least (A) "AA-" by Fitch, or, if not rated by Fitch, at least
"AA-" or its equivalent by another nationally recognized statistical rating
agency if the deposits are to be held in such account 30 days or more and (B)
"Aa3" by Moody's, or (2) or the short-term debt obligations of which have a
short-term rating of not less than "F-1+" from Fitch, or, if not rated by Fitch,
at least "F-1+" or its equivalent by another nationally recognized statistical
rating agency if the deposits are to be held in such account for less than 30
days and "P-1" from Moody's, or such other account or accounts with respect to
which each of the Rating Agencies shall have confirmed in writing that the then
current rating assigned to any of the Certificates that are currently being
rated by such Rating Agency will not be qualified, downgraded or withdrawn by
reason thereof, (ii) a segregated account or accounts maintained with Bankers
Trust Company so long as it is rated at least "A1" by Moody's and "A+" by Fitch,
or, if not rated by Fitch, at least "AA-" or its equivalent by another
nationally recognized statistical rating agency, (iii) an account or accounts
maintained with KeyBank National Association ("KeyBank") so long as KeyBank's
long-term unsecured debt rating shall be at least "A1" from Moody's and "A+"
from Fitch and KeyBank's short-term deposit or short-term unsecured debt rating
shall be at least "P-1" from Moody's and "F-1" from Fitch, (iv) an account or
accounts maintained with PNC Bank, National Association ("PNC") so long as PNC's
long-term unsecured debt rating shall be at least "A1" from Moody's and "A+"
from Fitch and PNC's short-term deposit or short-term unsecured debt rating
shall be at least "F-1+" from Fitch, or (v) a segregated trust account or
accounts maintained with the corporate trust department of a federal or state
chartered depository institution or trust company that, in either case, has a
combined capital and surplus of at least $50,000,000 and has corporate trust
powers, acting in its fiduciary capacity, provided that any state chartered
depository institution or trust company is subject to regulation regarding
fiduciary funds substantially similar to 12 C.F.R. ss. 9.10(b). Eligible
Accounts may bear interest. No Eligible Account shall be evidenced by a
certificate of deposit, passbook or other similar instrument.
"Eligible Investor": Either (i) a Qualified Institutional Buyer that
is purchasing for its own account or for the account of a Qualified
Institutional Buyer to whom notice is given that the offer, sale or transfer is
being made in reliance on Rule 144A or (ii) an Institutional Accredited
Investor.
"Environmental Assessment": A "Phase I assessment" as described in,
and meeting the criteria of, (i) Chapter 5 of the Fannie Mae Multifamily Guide
or any successor provisions covering the same subject matter, in the case of
Specially Serviced Mortgage Loans as to which the related Mortgaged Property is
a multifamily property or (ii) the American Society for Testing and Materials in
the case of Specially Serviced Mortgage Loans as to which the related Mortgaged
Property is a non-multifamily property, and including investigation of lead
based paint, radon and asbestos.
"Environmental Insurance Policy": With respect to any Mortgage Loan,
any insurance policy covering Insured Environmental Events that is maintained
from time to time in respect of such Mortgage Loan or the related Mortgaged
Property.
"ERISA": The Employee Retirement Income Security Act of 1974, as
amended.
"ERISA Prohibited Holder": As defined in Section 5.02(c)(i)(A).
"ERISA Restricted Certificate": Any Class H, Class I, Class J, Class
K, Class L, Class M or Class N Certificate; provided, that any such Certificate
(a) will cease to be considered an ERISA Restricted Certificate and (b) will
cease to be subject to the transfer restrictions contained in Section 5.02(c)
if, as of the date of a proposed transfer of such Certificate, either (i) it is
rated in one of the four highest generic ratings categories by a Rating Agency
or (ii) relevant provisions of ERISA would permit transfer of such Certificate
to a Plan (in the case of clause (ii), as evidenced by an Opinion of Counsel).
"Escrow Payment": Any payment received by the Servicer or the
Special Servicer for the account of any Mortgagor for application toward the
payment of real estate taxes, assessments, insurance premiums, ground lease
rents and similar items in respect of the related Mortgaged Property, including
amounts for deposit to any reserve account.
"Event of Default": One or more of the events described in Section
7.01(a).
"Excess Interest": With respect to each of the Mortgage Loans
indicated on the Mortgage Loan Schedule as having a Revised Rate, interest
accrued on such Mortgage Loan after the Anticipated Prepayment Date allocable to
the Excess Rate, including all interest accrued thereon. The Excess Interest
shall not be an asset of the Lower-Tier REMIC or the Upper-Tier REMIC formed
hereunder.
"Excess Interest Distribution Account": The trust account or
accounts created and maintained as a separate account or accounts by the Paying
Agent pursuant to Section 3.04(c), which shall be entitled "The Chase Manhattan
Bank, as Paying Agent, in trust for the registered Holders of GE Capital
Commercial Mortgage Corporation, Commercial Mortgage Pass-Through Certificates,
Series 2001-1, Excess Interest Distribution Account," and which must be an
Eligible Account or maintained as a subaccount of the Distribution Account. The
Excess Interest Distribution Account shall not be an asset of the Lower-Tier
REMIC or the Upper-Tier REMIC formed hereunder.
"Excess Rate": With respect to each of the Mortgage Loans indicated
on the Mortgage Loan Schedule as having a Revised Rate, the excess of (i) the
applicable Revised Rate over (ii) the applicable Mortgage Rate, each as set
forth in the Mortgage Loan Schedule.
"Exchange Act": The Securities Exchange Act of 1934, as amended from
time to time.
"Fannie Mae": Fannie Mae or any successor thereto.
"FDIC": Federal Deposit Insurance Corporation or any successor.
"FEMA": Federal Emergency Management Agency or any successor.
"Final Recovery Determination": A reasonable determination by the
Special Servicer with respect to any Defaulted Mortgage Loan or REO Property
(other than a Mortgage Loan or REO Property, as the case may be, that was
purchased by either Mortgage Loan Seller pursuant to Section 3 of the applicable
Mortgage Loan Purchase Agreement, by the Majority Controlling Class
Certificateholder, the Special Servicer or the Servicer pursuant to Section
3.18(b), or by the Special Servicer or the Servicer pursuant to Section 9.01)
that there has been a recovery of all Insurance and Condemnation Proceeds,
Liquidation Proceeds, REO Revenue and other payments or recoveries that will
ultimately be recoverable.
"Fiscal Agent": ABN AMRO Bank N.V., a Netherlands banking
corporation and indirect corporate parent of the Trustee in its capacity as
fiscal agent and its successors in interest, or any successor fiscal agent
appointed as herein provided.
"Fitch": Fitch, Inc., and its successors in interest.
"Freddie Mac": Freddie Mac or any successor.
"Grantor Trust": A segregated asset pool within the Trust Fund
consisting of the Excess Interest and amounts held from time to time in the
Excess Interest Distribution Account.
"Hazardous Materials": Any dangerous, toxic or hazardous pollutants,
chemicals, wastes or substances, including, without limitation, those so
identified pursuant to CERCLA or any other federal, state or local environmental
related laws and regulations, and specifically including, without limitation,
asbestos and asbestos-containing materials, polychlorinated biphenyls, radon
gas, petroleum and petroleum products, urea formaldehyde and any substances
classified as being "in inventory," "usable work in process" or similar
classification which would, if classified as unusable, be included in the
foregoing definition.
"Independent": When used with respect to any specified Person, any
such Person who (i) is in fact independent of the Trustee, the Fiscal Agent, the
Depositor, the Servicer, the Special Servicer, the Directing Certificateholder
and any and all Affiliates thereof, (ii) does not have any material direct
financial interest in or any material indirect financial interest in any of the
Trustee, the Fiscal Agent, the Depositor, the Servicer, the Special Servicer,
the Directing Certificateholder or any Affiliate thereof and (iii) is not
connected with the Trustee, the Fiscal Agent, the Depositor, the Servicer, the
Special Servicer, the Directing Certificateholder or any Affiliate thereof as an
officer, employee, promoter, underwriter, trustee, partner, director or Person
performing similar functions; provided, however, that a Person shall not fail to
be Independent of the Trustee, the Fiscal Agent, the Depositor, the Servicer,
the Special Servicer, the Directing Certificateholder or any Affiliate thereof
merely because such Person is the beneficial owner of 1% or less of any Class of
securities issued by the Trustee, the Fiscal Agent, the Depositor, the Servicer,
the Special Servicer, the Directing Certificateholder or any Affiliate thereof,
as the case may be.
"Independent Contractor": Either (i) any Person that would be an
"independent contractor" with respect to the Trust within the meaning of Section
856(d)(3) of the Code if the Trust were a real estate investment trust (except
that the ownership test set forth in that Section shall be considered to be met
by any Person that owns, directly or indirectly, 35% or more of any Class of
Certificates, or such other interest in any Class of Certificates as is set
forth in an Opinion of Counsel, which shall be at no expense to the Trustee, the
Fiscal Agent, the Servicer or the Trust, delivered to the Trustee the Fiscal
Agent, and the Servicer), so long as the Trust does not receive or derive any
income from such Person and provided that the relationship between such Person
and the Trust is at arm's length, all within the meaning of Treasury Regulations
Section 1.856-4(b)(5) (except that the Servicer or the Special Servicer shall
not be considered to be an Independent Contractor under the definition in this
clause (i) unless an Opinion of Counsel has been delivered to the Trustee to
that effect) or (ii) any other Person (including the Servicer and the Special
Servicer) upon receipt by the Trustee and the Servicer of an Opinion of Counsel,
which shall be at no expense to the Trustee, the Fiscal Agent, the Servicer or
the Trust Fund, to the effect that the taking of any action in respect of any
REO Property by such Person, subject to any conditions therein specified, that
is otherwise herein contemplated to be taken by an Independent Contractor will
not cause such REO Property to cease to qualify as "foreclosure property" within
the meaning of Section 860G(a)(8) of the Code or cause any income realized in
respect of such REO Property to fail to qualify as Rents from Real Property.
"Initial Certification Period": As defined in Section 2.02(a).
"Initial Purchasers": J.P. Morgan Securities Inc. (formerly known as
JPMorgan, a division of Chase Securities Inc.), Bear, Stearns & Co. Inc. and
Salomon Smith Barney Inc.
"Institutional Accredited Investor": As defined in Section 5.02(b).
"Insurance and Condemnation Proceeds": All proceeds paid under any
Insurance Policy or in connection with the full or partial condemnation of a
Mortgaged Property, in either case, to the extent such proceeds are not applied
to the restoration of the related Mortgaged Property or released to the
Mortgagor or any tenants or ground lessors, in either case, in accordance with
the Servicing Standards.
"Insurance Policy": With respect to any Mortgage Loan, any hazard
insurance policy, flood insurance policy, title policy or other insurance policy
that is maintained from time to time in respect of such Mortgage Loan or the
related Mortgaged Property.
"Insured Environmental Event": As defined in Section 3.07(f).
"Interest Accrual Period": With respect to any Class of Regular
Certificates or Uncertificated Lower-Tier Interests and any Distribution Date,
the period beginning on the first day of the calendar month preceding the
calendar month in which the related Distribution Date occurs and ending on the
last day of the calendar month preceding the calendar month in which such
Distribution Date occurs, calculated assuming that each month has 30 days and
each year has 360 days.
"Interest Distribution Amount": With respect to any Class of Regular
Certificates for any Distribution Date, an amount equal to the sum of the
Distributable Certificate Interest and the Class Unpaid Interest Shortfall with
respect to such Class of Regular Certificates for such Distribution Date.
"Interest Reserve Account": The trust account created and maintained
by the Paying Agent pursuant to Section 3.25 in the name of "The Chase Manhattan
Bank, as Paying Agent, in trust for the registered holders of GE Capital
Commercial Mortgage Corporation, Commercial Mortgage Pass-Through Certificates,
Series 2001-1, Interest Reserve Account" or maintained as a subaccount of the
Distribution Account into which the amounts set forth in Section 3.25 shall be
deposited directly and which must be an Eligible Account.
"Interest Reserve Loans": The Actual/360 Mortgage Loans.
"Interested Person": The Depositor, the Servicer, the Special
Servicer, any Independent Contractor engaged by the Special Servicer, any Holder
of a Certificate or any Affiliate of any such Person.
"Investment Account": As defined in Section 3.06(a).
"Investment Representation Letter": As defined in Section 5.02(b).
"KRECM": KeyCorp Real Estate Capital Markets, Inc., doing business
as Key Commercial Mortgage, and its successors and assigns.
"Late Collections": With respect to any Mortgage Loan, all amounts
received thereon during any Due Period (or the related grace period), whether as
payments, Insurance and Condemnation Proceeds, Liquidation Proceeds or
otherwise, which represent late payments or collections of principal or interest
due in respect of such Mortgage Loan (without regard to any acceleration of
amounts due thereunder by reason of default) on a Due Date in a previous Due
Period and not previously recovered. With respect to any REO Loan, all amounts
received in connection with the related REO Property during any Due Period
(including any grace period), whether as Insurance and Condemnation Proceeds,
Liquidation Proceeds, REO Revenues or otherwise, which represent late
collections of principal or interest due or deemed due in respect of such REO
Loan or the predecessor Mortgage Loan (without regard to any acceleration of
amounts due under the predecessor Mortgage Loan by reason of default) on a Due
Date in a previous Due Period and not previously recovered. The term "Late
Collections" shall specifically exclude Penalty Charges.
"Late Payment Charges": With respect to any Mortgage Loan, amounts
received by the Servicer which represent charges for late payments paid by a
Mortgagor pursuant to the Mortgage Loan documents.
"Liquidation Event": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made with respect to such Mortgage Loan; (iii) such Mortgage
Loan is repurchased by the applicable Mortgage Loan Seller pursuant to Section 3
of the related Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan is
purchased by the Majority Controlling Class Certificateholder, the Special
Servicer or the Servicer pursuant to Section 3.18(b); or (v) such Mortgage Loan
is purchased by the Special Servicer or the Servicer pursuant to Section 9.01.
With respect to any REO Property (and the related REO Loan), any of the
following events: (i) a Final Recovery Determination is made with respect to
such REO Property or (ii) such REO Property is purchased by the Servicer or the
Special Servicer pursuant to Section 9.01.
"Liquidation Fee": A fee payable to the Special Servicer with
respect to each Specially Serviced Mortgage Loan as to which the Special
Servicer receives a full or discounted payoff with respect thereto from the
related Mortgagor or any Liquidation Proceeds with respect thereto (in any case,
other than amounts for which a Workout Fee has been paid, or will be payable),
equal to the product of the Liquidation Fee Rate and the proceeds of such full
or discounted payoff or the net Liquidation Proceeds (net of the related costs
and expenses associated with the related liquidation) attributable to principal
related to such liquidated Specially Serviced Mortgage Loan, as the case may be;
provided, however, that no Liquidation Fee shall be payable with respect to
clauses (iii)(A), (iv) or (v) of the definition of Liquidation Proceeds.
"Liquidation Fee Rate": A rate equal to 1.0%.
"Liquidation Proceeds": Cash amounts (other than Insurance and
Condemnation Proceeds and REO Revenues) received by or paid to the Servicer or
the Special Servicer in connection with: (i) the liquidation of a Mortgaged
Property or other collateral constituting security for a defaulted Mortgage
Loan, through trustee's sale, foreclosure sale, REO Disposition or otherwise,
exclusive of any portion thereof required to be released to the related
Mortgagor in accordance with applicable law and the terms and conditions of the
related Mortgage Note and Mortgage; (ii) the realization upon any deficiency
judgment obtained against a Mortgagor; (iii) (A) the purchase of a Defaulted
Mortgage Loan by the Majority Controlling Class Certificateholder, the Special
Servicer or the Servicer pursuant to Section 3.18(b) or (B) any other sale
thereof pursuant to Section 3.18(c); (iv) the repurchase of a Mortgage Loan by
the applicable Mortgage Loan Seller pursuant to Section 3 of the related
Mortgage Loan Purchase Agreement; or (v) the purchase of a Mortgage Loan or REO
Property by the Special Servicer or the Servicer pursuant to Section 9.01.
"Loan-to-Value Ratio": With respect to any Mortgage Loan, as of any
date of determination, the fraction, expressed as a percentage, the numerator of
which is the scheduled principal balance of such Mortgage Loan at the time of
determination, and the denominator of which is the Original Value of the related
Mortgaged Property.
"Lower-Tier Distribution Account": The segregated account or
accounts created or maintained as a subaccount of the Distribution Account and
maintained by the Paying Agent pursuant to Section 3.04(b) in trust for the
Certificateholders, which shall be entitled "The Chase Manhattan Bank, as Paying
Agent, in trust for the registered Holders of GE Capital Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 2001-1,
Lower-Tier Distribution Account" or maintained as a subaccount of the
Distribution Account. Any such account or accounts shall be an Eligible Account.
"Lower-Tier Distribution Amount": As defined in Section 4.01(b).
"Lower-Tier Principal Amount": With respect to any Class of
Uncertificated Lower-Tier Interests, (i) on or prior to the first Distribution
Date, an amount equal to the Original Lower-Tier Principal Amount of such Class
as specified in the Preliminary Statement hereto, and (ii) as of any date of
determination after the first Distribution Date, an amount equal to the
Certificate Balance of the Class of Related Certificates on the Distribution
Date immediately prior to such date of determination (determined as adjusted
pursuant to Section 1.02(iii)); provided that (i) the Lower-Tier Principal
Amount for the Class LA-2A Uncertificated Interest shall be the Certificate
Balance of the Class A-2 Certificates minus $523,000,000 (but shall not be less
than zero); (ii) the Lower-Tier Principal Amount for the Class LA-2B
Uncertificated Interest shall be the lesser of $523,000,000 and the Certificate
Balance of the Class A-2 Certificates; (iii) the Lower-Tier Principal Amount for
the Class LFA Uncertificated Interest shall be the Certificate Balance of the
Class F Certificates minus $14,000,000 (but shall not be less than zero); and
(iv) the Lower-Tier Principal Amount for the Class LFB Uncertificated Interest
shall be the lesser of $14,000,000 and the Certificate Balance of the Class F
Certificates.
"Lower-Tier REMIC": One of two separate REMICs comprising the Trust
Fund, the assets of which consist of the Mortgage Loans (exclusive of Excess
Interest), any REO Property with respect thereto, such amounts as shall from
time to time be held in the Certificate Account, the REO Account, if any, the
Interest Reserve Account and the Lower-Tier Distribution Account, and all other
property included in the Trust Fund that is not in the Upper-Tier REMIC.
"MAI": Member of the Appraisal Institute.
"Majority Controlling Class Certificateholder": As of any date, the
Controlling Class Certificateholder owning a majority of the Percentage
Interests in the Controlling Class.
"Maturity Date": With respect to any Mortgage Loan as of any date of
determination, the date on which the last payment of principal is due and
payable under the related Mortgage Note, after taking into account all Principal
Prepayments received prior to such date of determination, but without giving
effect to (i) any acceleration of the principal of such Mortgage Loan by reason
of default thereunder or (ii) any grace period permitted by the related Mortgage
Note.
"Midland": Midland Loan Services, Inc., a Delaware corporation.
"Moody's": Moody's Investors Service, Inc., and its successors in
interest.
"Monthly Payment": With respect to any Mortgage Loan, the scheduled
monthly payment of principal and/or interest on such Mortgage Loan, including
any Balloon Payment, which is payable by a Mortgagor from time to time under the
related Mortgage Note and applicable law, without regard to any acceleration of
principal of such Mortgage Loan by reason of default thereunder and without
respect to any Excess Interest.
"Mortgage": With respect to any Mortgage Loan, the mortgage, deed of
trust or other instrument securing a Mortgage Note and creating a lien on the
fee or leasehold interest in the related Mortgaged Property.
"Mortgage Deferred Interest": With respect to any Mortgage Loan as
of any Due Date that has been modified to reduce the rate at which interest is
paid currently below the Mortgage Rate and capitalize the amount of such
interest reduction, the excess, if any, of (a) interest accrued on the Stated
Principal Balance thereof during the one-month interest accrual period set forth
in the related Mortgage Note at the related Mortgage Rate over (b) the interest
portion of the related Monthly Payment, as so modified or reduced, or, if
applicable, Assumed Scheduled Payment due on such Due Date.
"Mortgage File": With respect to any Mortgage Loan, but subject to
Section 2.01, collectively the following documents:
(i) the original Mortgage Note, or a lost note affidavit with a
customary indemnification provision with a copy of the Mortgage Note
bearing, or accompanied by, all prior and intervening endorsements or
assignments showing a complete chain of endorsement or assignment from the
originator of the Mortgage Loan to the applicable Mortgage Loan Seller (or
the most recent endorsee), and further endorsed (at the direction of the
Depositor given pursuant to the applicable Mortgage Loan Purchase
Agreement), on its face or by allonge attached thereto, without recourse,
to the order of the Trustee in the following form: "Pay to the order of
LaSalle Bank National Association, as trustee for the registered holders
of GE Capital Commercial Mortgage Corporation, Commercial Mortgage
Pass-Through Certificates, Series 2001-1, without recourse, representation
or warranty, express or implied";
(ii) an original or copy of the Mortgage and originals or copies of
any intervening assignments thereof showing a complete chain of assignment
from the originator of the Mortgage Loan to the applicable Mortgage Loan
Seller (or the most recent assignee of record), in each case with evidence
of recording indicated thereon;
(iii) an original assignment of the Mortgage, in recordable form,
executed by the Mortgage Loan Seller (or the most recent assignee of
record) to "LaSalle Bank National Association, as trustee for the
registered holders of GE Capital Commercial Mortgage Corporation,
Commercial Mortgage Pass-Through Certificates, Series 2001-1";
(iv) an original or copy of any related Assignment of Leases (if
such item is a document separate from the Mortgage) and the originals or
copies of any intervening assignments thereof showing a complete chain of
assignment from the originator of the Mortgage Loan to the applicable
Mortgage Loan Seller, 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 applicable Mortgage Loan Seller (or the most recent
assignee of record) to "LaSalle Bank National Association, as trustee for
the registered holders of GE Capital Commercial Mortgage Corporation,
Commercial Mortgage Pass-Through Certificates, Series 2001-1";
(vi) an original or copy of any related Security Agreement and/or
Loan Agreement (if such item is a document separate from the Mortgage) and
the originals or copies of any intervening assignments thereof showing a
complete chain of assignment from the originator of the Mortgage Loan to
the applicable Mortgage Loan Seller, in each case with evidence of
recording thereon (if recording is necessary to protect the rights of the
secured party);
(vii) an original assignment of any related Security Agreement
and/or Loan Agreement (if such item is a document separate from the
Mortgage), in recordable form (if recording is necessary to protect the
rights of the secured party), executed by the applicable Mortgage Loan
Seller (or the most recent assignee of record) to "LaSalle Bank National
Association, as trustee for the registered holders of GE Capital
Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2001-1";
(viii) originals (with respect to the Mortgage Note) or copies of
all consolidation, assumption, modification, written assurance and
substitution agreements, with evidence of recording thereon, where
appropriate, in those instances where the terms or provisions of the
Mortgage, Mortgage Note or any related security document have been
consolidated or modified or the Mortgage Loan has been assumed;
(ix) the original lender's title insurance policy or a copy thereof
in connection with the Mortgage Loan, together with all endorsements or
riders that were issued with or subsequent to the issuance of such policy,
insuring the priority of the Mortgage as a first lien on the Mortgagor's
interest in the Mortgaged Property, or if the policy has not yet been
issued, an original or copy of a written commitment, interim binder or the
proforma title insurance policy, dated as of the date the related Mortgage
Loan was funded;
(x) the original or, to the extent the Servicer has the original, a
copy of any guaranty of the obligations of the Mortgagor under the
Mortgage Loan and any intervening assignments;
(xi) all UCC Financing Statements (other than UCC-3 assignments to
the Trustee) and continuation statements or copies thereof, as filed, or
in form that is complete and suitable for filing or recording, as
appropriate, or other evidence of filing acceptable to the Trustee
sufficient to perfect (and maintain the perfection of) the 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, and to transfer such security interest to the
Trustee;
(xii) all UCC-3 Financing Statements in favor of the Trustee in form
that is complete and suitable for filing or recording, as appropriate,
acceptable to the Trustee sufficient to assign the security interest held
by the originator of the Mortgage Loan or its assignee;
(xiii) the original power of attorney or a copy thereof (with
evidence of recording thereon) granted by the Mortgagor if the Mortgage,
Mortgage Note or other document or instrument referred to above was not
signed by the Mortgagor;
(xiv) with respect to the Mortgage Loans with Additional Debt listed
on Schedule 2 hereto, an original or copy of the subordination agreement
(if any), pursuant to which such Additional Debt will be fully
subordinated to such Mortgage Loan;
(xv) any additional documents required to be added to the Mortgage
File pursuant to this Agreement;
(xvi) with respect to any Mortgage Loan secured by a ground lease,
an original or copy of the related ground lease;
(xvii) Reserved;
(xviii) an original or copy of any escrow agreement;
(xix) Reserved; and
(xx) the original of any letter of credit securing such Mortgage
Loan (or a copy thereof if the original shall be held by the Servicer,
together with the Officer's Certificate required under Section 2.01(b));
provided, however, that whenever the term "Mortgage File" is used to refer to
documents held by the Trustee, or a Custodian appointed thereby, such term shall
not be deemed to include such documents and instruments required to be included
therein unless they are actually received by the Trustee or a Custodian
appointed thereby.
"Mortgage Loan": Each of the mortgage loans transferred and assigned
to the Trustee pursuant to Section 2.01 and from time to time held in the Trust
Fund. As used herein, the term "Mortgage Loan" includes the related Mortgage
Note, Mortgage and other documents contained in the related Mortgage File and
any related agreements.
"Mortgage Loan Checklist": The table of contents provided by each
Mortgage Loan Seller with each closing binder delivered to the Trustee pursuant
to Section 2.02.
"Mortgage Loan Delinquency Report": The report substantially in
the form of Exhibit K hereto.
"Mortgage Loan Purchase Agreement": Each of the agreements between
the Depositor and each Mortgage Loan Seller, relating to the transfer of all of
such Mortgage Loan Seller's right, title and interest in and to the related
Mortgage Loans.
"Mortgage Loan Schedule": The list of Mortgage Loans transferred on
the Closing Date to the Trustee as part of the Trust Fund, attached hereto as
Exhibit B, which list sets forth all information required by the CMSA Loan Setup
File and the following information with respect to each Mortgage Loan:
(i) the loan i.d. number (as specified in Exhibit A to the
Prospectus);
(ii) the Sponsor's name (as specified in Exhibit A to the
Prospectus);
(iii) the street address (including city, state and zip code) of the
related Mortgaged Property;
(iv) the Mortgage Rate in effect at origination;
(v) the Net Mortgage Rate in effect at the Cut-off Date;
(vi) the original principal balance;
(vii) the Cut-off Date Principal Balance;
(viii) the (a) original term to stated maturity or Anticipated
Prepayment Date, (b) remaining term to stated maturity or Anticipated
Prepayment Date and (c) Maturity Date or Anticipated Prepayment Date;
(ix) the original and remaining amortization terms;
(x) the amount of the Monthly Payment due on the first Due Date
following the Cut-off Date;
(xi) the applicable Administrative Fee Rate;
(xii) the applicable Servicing Fee Rate;
(xiii) whether the Mortgage Loan is an Actual/360 Mortgage Loan;
(xiv) whether such Mortgage Loan has an Anticipated Prepayment Date;
(xv) the Revised Rate of such Mortgage Loan, if any;
(xvi) whether such Mortgage Loan is secured by the related
Mortgagor's interest in a ground lease;
(xvii) identifying any Mortgage Loans with which such Mortgage Loan
is cross-defaulted or cross-collateralized;
(xviii) the originator of such Mortgage Loan;
(xix) whether such Mortgage Loan has a guarantor; and
(xx) whether such Mortgage Loan's Principal Balance is secured by a
letter of credit (excluding any letter of credit provided in lieu of cash
reserves).
Such Mortgage Loan Schedule shall also set forth the aggregate of
the amounts described under clause (vii) above for all of the Mortgage Loans.
Such list may be in the form of more than one list, collectively setting forth
all of the information required.
"Mortgage Loan Seller": Each of: (1) General Electric Capital
Corporation, a New York corporation or its respective successors in interest,
(2) Bear, Stearns Funding, Inc., a Delaware corporation, or its respective
successors in interest and (3) Morgan Guaranty Trust Company of New York, a New
York banking corporation, or its respective successors in interest.
"Mortgage Note": The original executed note evidencing the
indebtedness of a Mortgagor under a Mortgage Loan, together with any rider,
addendum or amendment thereto.
"Mortgage Rate": With respect to: (i) any Mortgage Loan on or prior
to its Maturity Date, the annual rate at which interest is scheduled (in the
absence of a default) to accrue on such Mortgage Loan from time to time in
accordance with the related Mortgage Note and applicable law, exclusive of the
Excess Rate; (ii) any Mortgage Loan after its Maturity Date, the annual rate
described in clause (i) above determined without regard to the passage of such
Maturity Date; provided, however, that if any Mortgage Loan does not accrue
interest on the basis of a 360 day year consisting of twelve 30 day months,
then, solely for purposes of calculating Pass-Through Rates, the Mortgage Rate
of such Mortgage Loan for any one-month period preceding a related Due Date will
be the annualized rate at which interest would have to accrue in respect of such
Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months
in order to produce the aggregate amount of interest actually accrued (exclusive
of Default Interest or Excess Interest) in respect of such Mortgage Loan during
such one-month period at the related Mortgage Rate; provided, however, that with
respect to each Interest Reserve Loan, the Mortgage Rate for the one month
period (A) preceding the Due Dates that occur in January and February in any
year which is not a leap year or preceding the Due Date that occurs in February
in any year which is a leap year, and (B) preceding the Due Date in March, will
be the per annum rate stated in the related Mortgage Note and (iii) any REO
Loan, the annual rate described in clause (i) or (ii), as applicable, above
determined as if the predecessor Mortgage Loan had remained outstanding.
"Mortgaged Property": The real property subject to the lien of a
Mortgage.
"Mortgagor": The obligor or obligors on a Mortgage Note, including
without limitation, any Person that has acquired the related Mortgaged Property
and assumed the obligations of the original obligor under the Mortgage Note.
"Net Investment Earnings": With respect to either the Certificate
Account or the REO Account for any period from any Distribution Date to the
immediately succeeding P&I Advance Date, the amount, if any, by which the
aggregate of all interest and other income realized during such period on funds
relating to the Trust Fund held in such account, exceeds the aggregate of all
losses, if any, incurred during such period in connection with the investment of
such funds in accordance with Section 3.06.
"Net Investment Loss": With respect to either the Certificate
Account or the REO Account for any period from any Distribution Date to the
immediately succeeding P&I Advance Date, the amount by which the aggregate of
all losses, if any, incurred during such period in connection with the
investment of funds relating to the Trust Fund held in such account in
accordance with Section 3.06, exceeds the aggregate of all interest and other
income realized during such period on such funds.
"Net Mortgage Rate": With respect to any Mortgage Loan, REO Loan, as
of any date of determination, a rate per annum equal to the related Mortgage
Rate then in effect, minus the Administrative Cost Rate; provided, however, that
for purposes of calculating Pass-Through Rates, the Net Mortgage Rate for any
Mortgage Loan will be determined without regard to any modification, waiver or
amendment of the terms of such Mortgage Loan, whether agreed to by the Servicer
or resulting from a bankruptcy, insolvency or similar proceeding involving the
Mortgagor.
"Net Operating Income": With respect to any Mortgaged Property, for
any Mortgagor's fiscal year end, Net Operating Income will be calculated in
accordance with the standard definition of "Net Operating Income" endorsed and
put forth by the Mortgage Bankers Association and the CMSA.
"New Lease": Any lease of REO Property entered into at the direction
of the Special Servicer on behalf of the Trust, including any lease renewed,
modified or extended on behalf of the Trust, if the Trust has the right to
renegotiate the terms of such lease.
"Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance.
"Nonrecoverable P&I Advance": Any P&I Advance previously made or
proposed to be made in respect of a Mortgage Loan or REO Loan which, in the
reasonable good faith judgment of the Servicer, the Trustee or the Fiscal Agent,
as applicable, will not be ultimately recoverable, together with any accrued and
unpaid interest thereon, from Late Collections or any other recovery on or in
respect of such Mortgage Loan or REO Loan. The determination by the Servicer,
the Trustee or the Fiscal Agent, as applicable, that it has made a
Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would
constitute a Nonrecoverable P&I Advance, shall be evidenced by an Officer's
Certificate delivered to the Trustee, the Paying Agent, the Directing
Certificateholder and the Depositor, in the case of the Servicer, and to the
Depositor, the Directing Certificateholder and the Paying Agent, in the case of
the Trustee and the Fiscal Agent. The Officer's Certificate shall set forth such
determination of nonrecoverability and the considerations of the Servicer, the
Trustee or the Fiscal Agent, as applicable, forming the basis of such
determination (which shall include but shall not be limited to information, to
the extent available, such as related income and expense statements, rent rolls,
occupancy status, property inspections, and shall include an Appraisal of the
related Mortgage Loan or Mortgaged Property, the cost of which Appraisal shall
be advanced by the Servicer as a Servicing Advance). The Trustee and the Fiscal
Agent shall be entitled to conclusively rely on the Servicer's determination
that a P&I Advance is or would be nonrecoverable.
"Nonrecoverable Servicing Advance": Any Servicing Advance previously
made or proposed to be made in respect of a Mortgage Loan or REO Property which,
in the reasonable judgment of the Servicer, the Special Servicer, the Trustee or
the Fiscal Agent, as the case may be, will not be ultimately recoverable,
together with any accrued and unpaid interest thereon, from Late Collections or
any other recovery on or in respect of such Mortgage Loan or REO Property. The
determination by the Servicer, the Special Servicer, the Trustee or the Fiscal
Agent, as the case may be, that it has made a Nonrecoverable Servicing Advance
or that any proposed Servicing Advance, if made, would constitute a
Nonrecoverable Servicing Advance, shall be evidenced by an Officer's Certificate
delivered to the Trustee, the Fiscal Agent, the Paying Agent, the Special
Servicer, the Directing Certificateholder and the Depositor, in the case of the
Servicer, and to the Depositor, the Directing Certificateholder and the Paying
Agent, in the case of the Trustee and the Fiscal Agent. The Officer's
Certificate shall set forth such determination of nonrecoverability and the
considerations of the Servicer, the Special Servicer, the Trustee or the Fiscal
Agent, as applicable, forming the basis of such determination (which shall
include but shall not be limited to information, to the extent available, such
as related income and expense statements, rent rolls, occupancy status and
property inspections, and shall include an Appraisal of the related Mortgaged
Property, the cost of which Appraisal shall be advanced by the Servicer as a
Servicing Advance). The Trustee and the Fiscal Agent will be entitled to
conclusively rely on the Servicer's determination that a Servicing Advance is or
would be nonrecoverable.
"Non-Registered Certificate": Unless and until registered under the
Securities Act, any Class X-1, Class X-2, Class E, Class F, Class G, Class H,
Class I, Class J, Class K, Class L, Class M, Class N, Class S, Class R or Class
LR Certificate.
"Non-U.S. Person": Any person other than a U.S. Person, unless, with
respect to the Transfer of a Residual Certificate, (i) such person holds such
Residual Certificate in connection with the conduct of a trade or business
within the United States and furnishes the Transferor and the Certificate
Registrar with an effective Internal Revenue Service Form W-8ECI (or successor
form) or (ii) the Transferee delivers to both the Transferor and the Certificate
Registrar an opinion of a nationally recognized tax counsel to the effect that
such Transfer is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such Transfer of the Residual
Certificate will not be disregarded for federal income tax purposes.
"North Peachtree Loan Prepayment Charge": With respect to the
Mortgage Loan identified as North Peachtree Perimeter Park Office Building, the
premium, penalty or fee (other than a Yield Maintenance Charge or Prepayment
Premium) paid or payable, as the context requires, by the related Mortgagor in
connection with a Principal Prepayment pursuant to the related Mortgage;
provided that no amounts shall be considered a North Peachtree Loan Prepayment
Charge until there has been a full recovery of all principal, interest and other
amounts due under the related Mortgage Loan.
"Notional Amount": In the case of the Class X-1 and Class X-2
Certificates, the Class X-1 Notional Amount and the Class X-2 Notional Amount,
respectively. In the case of each Component, the amount set forth in the
applicable definition thereof.
"Offered Certificates": The Class A, Class B, Class C and Class D
Certificates.
"Officer's Certificate": A certificate signed by a Servicing Officer
of the Servicer or the Special Servicer, as the case may be, or a Responsible
Officer of the Trustee or the Fiscal Agent, as the case may be.
"Operating Statement Analysis Report": As defined in Section
3.12(c).
"Opinion of Counsel": A written opinion of counsel, who may, without
limitation, be salaried counsel for the Depositor, the Servicer or the Special
Servicer, acceptable in form and delivered to the Paying Agent and the Trustee,
except that any opinion of counsel relating to (a) the qualification of the
Upper-Tier REMIC or Lower-Tier REMIC as a REMIC, (b) compliance with the REMIC
Provisions, (c) qualification of the Grantor Trust as a grantor trust or (d) the
resignation of the Servicer, the Special Servicer or the Depositor pursuant to
Section 6.04, must be an opinion of counsel who is in fact Independent of the
Depositor, the Servicer or the Special Servicer, as applicable.
"Original Certificate Balance": With respect to any Class of Regular
Certificates (other than the Class X Certificates), the initial aggregate
principal amount thereof as of the Closing Date, in each case as specified in
the Preliminary Statement.
"Original Lower-Tier Principal Amount": With respect to any Class of
Uncertificated Lower-Tier Interest, the initial principal amount thereof as of
the Closing Date, in each case as specified in the Preliminary Statement.
"Original Notional Amount": With respect to the Class X-1 and Class
X-2 Notional Amounts, the initial Notional Amounts thereof as of the Closing
Date, as specified in the Preliminary Statement.
"Original Value": The Appraised Value of a Mortgaged Property based
upon the Appraisal conducted in connection with the origination of the related
Mortgage Loan.
"OTS": The Office of Thrift Supervision or any successor thereto.
"Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate as the Holder thereof and any other
interest therein, whether direct or indirect, legal or beneficial, as owner or
as pledgee.
"P&I Advance": As to any Mortgage Loan or REO Loan, any advance made
by the Servicer, the Trustee or the Fiscal Agent, as applicable, pursuant to
Section 4.03 or Section 7.05.
"P&I Advance Date": The Business Day immediately prior to each
Distribution Date.
"P&I Advance Determination Date": With respect to any Distribution
Date, the second Business Day prior to such Distribution Date.
"Pass-Through Rate": Any of the Class A-1 Pass-Through Rate, the
Class A-2 Pass-Through Rate, the Class B Pass-Through Rate, the Class C
Pass-Through Rate, the Class D Pass-Through Rate, the Class E Pass-Through Rate,
the Class F Pass-Through Rate, the Class G Pass-Through Rate, the Class H
Pass-Through Rate, the Class I Pass-Through Rate, the Class J Pass-Through Rate,
the Class K Pass-Through Rate, the Class L Pass-Through Rate, the Class M
Pass-Through Rate, the Class N Pass-Through Rate, the Class X-1 Pass-Through
Rate and the Class X-2 Pass-Through Rate.
"Paying Agent": The Chase Manhattan Bank, a New York banking
corporation, or any successor appointed thereto pursuant to Section 5.06 or any
successor paying agent appointed hereunder.
"Payments Received After Determination Date Report": The report to
Certificateholders substantially in the form of Exhibit L hereto.
"Penalty Charges": With respect to any Mortgage Loan (or successor
REO Loan), any amounts actually collected thereon from the Mortgagor that
represent Late Payment Charges or Default Interest, other than a Prepayment
Premium, Yield Maintenance Charge or Excess Interest.
"Percentage Interest": As to any Certificate, the percentage
interest evidenced thereby in distributions required to be made with respect to
the related Class. With respect to any Regular Certificate, the percentage
interest is equal to the Denomination of such Certificate divided by the initial
Certificate Balance or Notional Amount, as applicable, of such Class of
Certificates as of the Closing Date. With respect to a Class S or a Residual
Certificate, the percentage interest is set forth on the face thereof.
"Permitted Investments": Any one or more of the following
obligations or securities, regardless whether issued by the Depositor, the
Servicer, the Special Servicer, the Trustee, the Fiscal Agent, the Paying Agent
or any of their respective Affiliates and having the required ratings, if any,
provided for in this definition and which shall not be subject to liquidation
prior to maturity:
(i) direct obligations of, and obligations fully guaranteed as to
timely payment of principal and interest by, the United States of America,
Fannie Mae, Freddie Mac or any agency or instrumentality of the United
States of America, the obligations of which are backed by the full faith
and credit of the United States of America that mature in one year or less
after the date of issuance; provided that any obligation of, or guarantee
by, Fannie Mae or Freddie Mac, other than an unsecured senior debt
obligation of Fannie Mae or Freddie Mac, shall be a Permitted Investment
only if such investment would not result in the downgrading, withdrawal or
qualification of the then-current rating assigned by each Rating Agency to
any Certificate as evidenced in writing;
(ii) time deposits, unsecured certificates of deposit, or bankers'
acceptances that mature in 1 year or less after the date of issuance and
are issued or held by any depository institution or trust company
(including the Trustee or the Paying Agent) incorporated or organized
under the laws of the United States of America or any State thereof and
subject to supervision and examination by federal or state banking
authorities, so long as the commercial paper or other short-term debt
obligations of such depository institution or trust company are rated in
the highest rating categories of each of Moody's and Fitch or such other
rating as would not result in the downgrading, withdrawal or qualification
of the then-current rating assigned by each Rating Agency to any
Certificate, as evidenced in writing;
(iii) repurchase agreements or obligations with respect to any
security described in clause (i) above where such security has a remaining
maturity of 1 year or less and where such repurchase obligation has been
entered into with a depository institution or trust company (acting as
principal) described in clause (ii) above;
(iv) debt obligations bearing interest or sold at a discount issued
by any corporation incorporated under the laws of the United States of
America or any state thereof which mature in one year or less from the
date of issuance, which debt obligations are rated in the highest rating
categories of each of Moody's and Fitch or such other rating as would not
result in the downgrading, withdrawal or qualification of the then-current
rating assigned by each Rating Agency to any Certificate as specified in
writing by each of the Rating Agencies; provided, however, that securities
issued by any particular corporation will not be Permitted Investments to
the extent that investment therein will cause the then-outstanding
principal amount of securities issued by such corporation and held in the
accounts established hereunder to exceed 10% of the sum of the aggregate
principal balance and the aggregate principal amount of all Permitted
Investments in such accounts;
(v) commercial paper (including both non-interest-bearing discount
obligations and interest-bearing obligations) of any corporation or other
entity organized under the laws of the United States or any state thereof
payable on demand or on a specified date maturing in 1 year or less after
the date of issuance thereof and which is rated in the highest rating
category of each of Moody's and Fitch or their equivalent by two
nationally recognized rating agencies;
(vi) the Dreyfus Cash Management Fund Investor Shares Fund (so long
as such fund is rated in the highest rating category by each of the Rating
Agencies) or any other money market funds, rated in the highest rating
categories of each of Moody's and Fitch; and
(vii) any other demand, money market or time deposit, obligation,
security or investment, (a) with respect to which each Rating Agency shall
have confirmed in writing that such investment will not result in a
downgrade, qualification or withdrawal of the then-current rating of the
Certificates that are currently being rated by such Rating Agency and (b)
which qualifies as a "cash flow investment" pursuant to Section 860G(a)(6)
of the Code;
provided, however, that in each case (a) the investment shall have a
predetermined fixed dollar of principal due at maturity that cannot vary or
change and (b) any such investment that provides for a variable rate of interest
must have an interest rate that is tied to a single interest rate index plus a
fixed spread, if any, and move proportionately with such index; and provided,
further, however, that no such instrument shall be a Permitted Investment (a) if
such instrument evidences principal and interest payments derived from
obligations underlying such instrument and the interest payments with respect to
such instrument provide a yield to maturity at the time of acquisition of
greater than 120% of the yield to maturity at par of such underlying obligations
or (b) if such instrument may be redeemed at a price below the purchase price;
and provided, further, however, that no amount beneficially owned by the
Upper-Tier REMIC or the Lower-Tier REMIC (even if not yet deposited in the
Trust) may be invested in investments (other than money market funds) treated as
equity interests for federal income tax purposes, unless the Servicer receives
an Opinion of Counsel, at its own expense, to the effect that such investment
will not adversely affect the status of any of the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC under the Code or result in imposition of a tax on
such Upper-Tier REMIC or Lower-Tier REMIC. Permitted Investments that are
subject to prepayment or call may not be purchased at a price in excess of par.
"Permitted Transferee" Any Person who is a Qualified Institutional
Buyer.
"Person": Any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
"Placement Agent": J.P. Morgan Securities Inc. (formerly known as
JPMorgan, a division of Chase Securities Inc.).
"Plan": As defined in Section 5.02(c).
"Prepayment Assumption": A "constant prepayment rate" of 0% used for
determining the accrual of original issue discount, market discount and premium,
if any, on the Certificates for federal income tax purposes, provided, it is
assumed that each Mortgage Loan with an Anticipated Prepayment Date prepays on
such date.
"Prepayment Interest Excess": With respect to any Distribution Date,
the aggregate amount, with respect to all Mortgage Loans that were subject to
Principal Prepayment in full or in part, or as to which Insurance and
Condemnation Proceeds were received by the Servicer or Special Servicer for
application to such Mortgage Loans, in each case after the Due Date in the month
of such Distribution Date and on or prior to the related Determination Date, the
amount of interest accrued at the Mortgage Rate for such Mortgage Loans on the
amount of such Principal Prepayments or Insurance and Condemnation Proceeds
after the Interest Accrual Period relating to such Due Date and accruing in the
manner set forth in the Mortgage Loan documents relating to such Mortgage Loans,
to the extent such interest is collected by the Servicer or the Special
Servicer.
"Prepayment Interest Shortfall": With respect to any Distribution
Date, for each Mortgage Loan that was subject to a Principal Prepayment in full
or in part, or as to which Insurance and Condemnation Proceeds were received by
the Servicer or Special Servicer for application to such Mortgage Loan, in each
case after the Due Date in the calendar month preceding such Distribution Date
but prior to the Due Date in the related Due Period, the amount of interest that
would have accrued at the Net Mortgage Rate for such Mortgage Loan on the amount
of such Principal Prepayment or Insurance and Condemnation Proceeds during the
period commencing on the date as of which such Principal Prepayment or Insurance
and Condemnation Proceeds were applied to the unpaid principal balance of the
Mortgage Loan and ending on (and including) the day immediately preceding such
Due Date.
"Prepayment Premium": Any premium, penalty or fee (other than a
Yield Maintenance Charge) paid or payable, as the context requires, by a
Mortgagor in connection with a Principal Prepayment; provided that no amounts
shall be considered Prepayment Premiums until there has been a full recovery of
all principal, interest and other amounts due under the related Mortgage Loan.
"Prime Rate": The "Prime Rate" as published in the "Money Rates"
section of The Wall Street Journal (or, if such section or publication is no
longer available, such other comparable publication as determined by the Paying
Agent in its reasonable discretion) as may be in effect from time to time, or,
if the "Prime Rate" no longer exists, such other comparable rate (as determined
by the Paying Agent in its reasonable discretion) as may be in effect from time
to time.
"Principal Distribution Amount": With respect to any Distribution
Date, an amount equal to the sum of (a) the Principal Shortfall for such
Distribution Date, (b) the Scheduled Principal Distribution Amount for such
Distribution Date and (c) the Unscheduled Principal Distribution Amount for such
Distribution Date.
"Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan which is received in advance of its scheduled Due
Date and which is not accompanied by an amount of interest representing
scheduled interest due on any date or dates in any month or months subsequent to
the month of prepayment.
"Principal Shortfall": For any Distribution Date after the initial
Distribution Date, the amount, if any, by which (a) the related Principal
Distribution Amount for the preceding Distribution Date, exceeded (b) the
aggregate amount distributed in respect of principal on the Class A, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class I, Class J, Class K,
Class L, Class M and Class N Certificates for such preceding Distribution Date
pursuant to Section 4.01(a) on such preceding Distribution Date. The Principal
Shortfall for the initial Distribution Date will be zero.
"Prospectus": The Prospectus dated April 11, 2001, as supplemented
by the Prospectus Supplement dated April 25, 2001, relating to the offering of
the Offered Certificates.
"Purchase Price": With respect to any Mortgage Loan to be purchased
by a Mortgage Loan Seller pursuant to Section 3 of the related Mortgage Loan
Purchase Agreement, by the Majority Controlling Class Certificateholder, the
Special Servicer or the Servicer pursuant to Section 3.18(b), or by the Servicer
or the Special Servicer pursuant to Section 9.01(b) or to be otherwise sold
pursuant to Section 3.18(c), a price equal to:
(i) the outstanding principal balance of such Mortgage Loan as of
the date of purchase; plus
(ii) all accrued and unpaid interest on such Mortgage Loan at the
related Mortgage Rate in effect from time to time to but not including the
Due Date in the Due Period of purchase; plus
(iii) all related unreimbursed Servicing Advances and accrued and
unpaid interest on related Advances at the Reimbursement Rate, and unpaid
Special Servicing Fees allocable to such Mortgage Loan; plus
(iv) if such Mortgage Loan is being purchased by a Mortgage Loan
Seller pursuant to Section 3 of the applicable Mortgage Loan Purchase
Agreement, all reasonable out-of-pocket expenses reasonably incurred or to
be incurred by the Servicer, the Special Servicer, the Depositor and the
Trustee in respect of the Breach or Defect giving rise to the repurchase
obligation, including any expenses arising out of the enforcement of the
repurchase obligation, including, without duplication, any amounts
previously reimbursed from the Certificate Account.
With respect to any REO Property to be sold pursuant to Section 3.18(c), the
amount calculated in accordance with the preceding sentence in respect of the
related REO Loan.
"Qualified Institutional Buyer": As defined in Section 5.02(b).
"Qualified Insurer": (i) With respect to any Mortgage Loan, REO Loan
or REO Property, an insurance company or security or bonding company qualified
to write the related Insurance Policy in the relevant jurisdiction with a
minimum claims paying ability rating of at least "A" by Fitch (or, if not rated
by Fitch, at least "A-IX" by A.M. Best Company) and "A2" by Moody's and (ii)
with respect to the fidelity bond and errors and omissions Insurance Policy
required to be maintained pursuant to Section 3.07(c), an insurance company that
has a claims paying ability rated no lower than two ratings below the rating
assigned to the then highest rated outstanding Certificate, but in no event
lower than "A" by Fitch (or, if not rated by Fitch, at least "A-IX" by A.M. Best
Company) and "A2" by Moody's or, in the case of clauses (i) and (ii), such other
rating as each Rating Agency shall have confirmed in writing will not cause such
Rating Agency to downgrade, qualify or withdraw the then-current rating assigned
to any of the Certificates that are then currently being rated by such Rating
Agency.
"Qualified Substitute Mortgage Loan": A mortgage loan which must, on
the date of substitution: (i) have an outstanding Stated Principal Balance,
after application of all scheduled payments of principal and interest due during
or prior to the month of substitution, not in excess of the Stated Principal
Balance of the deleted Mortgage Loan as of the Due Date in the calendar month
during which the substitution occurs; (ii) have a Mortgage Rate not less than
the Mortgage Rate of the deleted Mortgage Loan; (iii) have the same Due Date as
the deleted Mortgage Loan; (iv) accrue interest on the same basis as the deleted
Mortgage Loan (for example, on the basis of a 360-day year and the actual number
of days elapsed); (v) have a remaining term to stated maturity not greater than,
and not more than two years less than, the remaining term to stated maturity of
the deleted Mortgage Loan; (vi) have an original Loan-to-Value Ratio not higher
than that of the deleted Mortgage Loan and a current Loan-to-Value Ratio not
higher than the then current Loan-to-Value Ratio of the deleted Mortgage Loan;
(vii) materially comply as of the date of substitution with all of the
representations and warranties set forth in the applicable Mortgage Loan
Purchase Agreement; (viii) have an Environmental Assessment that indicates no
material adverse environmental conditions with respect to the related Mortgaged
Property and which will be delivered as a part of the related Mortgage File;
(ix) have an original Debt Service Coverage Ratio of not less than the original
Debt Service Coverage Ratio of the deleted Mortgage Loan and a current Debt
Service Coverage Ratio of not less than the current Debt Service Coverage Ratio
of the deleted Mortgage Loan; (x) be determined by an Opinion of Counsel (at the
applicable Mortgage Loan Seller's expense) to be a "qualified replacement
mortgage" within the meaning of Section 860G(a)(4) of the Code; (xi) not have a
maturity date after the date three years prior to the Rated Final Distribution
Date; (xii) not be substituted for a deleted Mortgage Loan unless the Trustee
has received prior confirmation in writing by each Rating Agency that such
substitution will not result in the withdrawal, downgrade, or qualification of
the rating assigned by the Rating Agency to any Class of Certificates then rated
by the Rating Agency (the cost, if any, of obtaining such confirmation to be
paid by the applicable Mortgage Loan Seller); (xiii) have been approved by the
Directing Certificateholder in its reasonable discretion; provided that the
Directing Certificateholder shall cease to have the right to approve the
substitution of a Qualified Substitute Mortgage Loan for a deleted Mortgage Loan
after the aggregate of the outstanding principal balance of all Qualified
Substitute Mortgage Loans which were previously substituted for a deleted
Mortgage Loan exceeds 10% of the aggregate principal balance of all Mortgage
Loans as of the Cut-off Date; (xiv) prohibit defeasance within two years of the
Closing Date and (xv) not be substituted for a deleted Mortgage Loan if it would
result in the termination of the REMIC status of any of the REMICs established
under this Agreement or the imposition of tax on any of such REMICs other than a
tax on income expressly permitted or contemplated to be received by the terms of
this Agreement, as determined by an Opinion of Counsel. In the event that one or
more mortgage loans are substituted for one or more deleted Mortgage Loans, then
the amounts described in clause (i) shall be determined on the basis of
aggregate principal balances and the rates described in clause (ii) above and
the remaining term to stated maturity referred to in clause (v) above shall be
determined on a weighted average basis. When a Qualified Substitute Mortgage
Loan is substituted for a deleted Mortgage Loan, the applicable Mortgage Loan
Seller shall certify that the Mortgage Loan meets all of the requirements of the
above definition and shall send such certification to the Trustee.
"Rated Final Distribution Date": As to each Class of Certificates,
May 15, 2033, the first Distribution Date after the 24th month following the end
of the amortization term for the Mortgage Loan that, as of the Cut-off Date, has
the longest remaining amortization term.
"Rating Agency": Each of Moody's and Fitch or their successors in
interest. If neither such rating agency nor any successor remains in existence,
"Rating Agency" shall be deemed to refer to such nationally recognized
statistical rating agency or other comparable Person designated by the
Depositor, notice of which designation shall be given to the Trustee and the
Servicer, and specific ratings of Moody's and Fitch herein referenced shall be
deemed to refer to the equivalent ratings of the party so designated.
"Record Date": With respect to any Distribution Date, the last
Business Day of the month immediately preceding the month in which such
Distribution Date occurs.
"Registrar Office": As defined in Section 5.02(a).
"Regular Certificate": Any of the Class A-1, Class A-2, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class I, Class J, Class K,
Class L, Class M, Class N, Class X-1 and Class X-2 Certificates.
"Reimbursement Rate": The rate per annum applicable to the accrual
of interest on Servicing Advances in accordance with Section 3.03(e) and P&I
Advances in accordance with Section 4.03(d), which rate per annum shall equal
the Prime Rate and shall be compounded monthly.
"Related Certificates" and "Related Uncertificated Lower-Tier
Interest": For the following Classes of Uncertificated Lower-Tier Interests, the
related Class of Certificates set forth below and for the following Classes of
Certificates, the related Class of Uncertificated Lower-Tier Interests set forth
below:
Related Uncertificated
Related Certificate Lower-Tier Interest
------------------------- -----------------------------------
Class A-1 Certificate Class LA-1 Uncertificated Interest
Class A-2 Certificate Class LA-2A Uncertificated Interest
Class LA-2B Uncertificated Interest
Class B Certificate Class LB Uncertificated Interest
Class C Certificate Class LC Uncertificated Interest
Class D Certificate Class LD Uncertificated Interest
Class E Certificate Class LE Uncertificated Interest
Class F Certificate Class LFA Uncertificated Interest
Class LFB Uncertificated Interest
Class G Certificate Class LG Uncertificated Interest
Class H Certificate Class LH Uncertificated Interest
Class I Certificate Class LI Uncertificated Interest
Class J Certificate Class LJ Uncertificated Interest
Class K Certificate Class LK Uncertificated Interest
Class L Certificate Class LL Uncertificated Interest
Class M Certificate Class LM Uncertificated Interest
Class N Certificate Class LN Uncertificated Interest
"REMIC": A "real estate mortgage investment conduit" as defined in
Section 860D of the Code (or any successor thereto).
"REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and temporary and final Treasury regulations (or proposed
regulations that would apply by reason of their proposed effective date to the
extent not inconsistent with temporary or final regulations) and any rulings
promulgated thereunder, as the foregoing may be in effect from time to time.
"Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code.
"REO Account": A segregated custodial account or accounts created
and maintained by the Special Servicer pursuant to Section 3.16 on behalf of the
Trustee in trust for the Certificateholders, which shall be entitled "Midland
Loan Services, Inc., as Special Servicer, for the benefit of LaSalle Bank
National Association, as Trustee, in trust for registered Holders of GE Capital
Commercial Mortgage Corporation, Commercial Mortgage Pass-Through Certificates,
Series 2001-1, REO Account." Any such account or accounts shall be an Eligible
Account.
"REO Acquisition": The acquisition for federal income tax purposes
of any REO Property pursuant to Section 3.09.
"REO Disposition": The sale or other disposition of the REO Property
pursuant to Section 3.18(d).
"REO Extension": As defined in Section 3.16(a).
"REO Loan": The Mortgage Loan deemed for purposes hereof to be
outstanding with respect to each REO Property. Each REO Loan shall be deemed to
be outstanding for so long as the related REO Property remains part of the Trust
Fund and provides for Assumed Scheduled Payments on each Due Date therefor, and
otherwise has the same terms and conditions as its predecessor Mortgage Loan,
including, without limitation, with respect to the calculation of the Mortgage
Rate in effect from time to time (such terms and conditions to be applied
without regard to the default on such predecessor Mortgage Loan). Each REO Loan
shall be deemed to have an initial outstanding principal balance and Stated
Principal Balance equal to the outstanding principal balance and Stated
Principal Balance, respectively, of its predecessor Mortgage Loan as of the date
of the related REO Acquisition. All amounts due and owing in respect of the
predecessor Mortgage Loan as of the date of the related REO Acquisition,
including, without limitation, accrued and unpaid interest, shall continue to be
due and owing in respect of an REO Loan. All amounts payable or reimbursable to
the Servicer, the Special Servicer, or the Trustee, as applicable, in respect of
the predecessor Mortgage Loan as of the date of the related REO Acquisition,
including, without limitation, any unpaid Special Servicing Fees and Servicing
Fees and any unreimbursed Advances, together with any interest accrued and
payable to the Servicer, the Trustee or the Fiscal Agent, as applicable, in
respect of such Advances in accordance with Section 3.03(e) or Section 4.03(d),
shall continue to be payable or reimbursable to the Servicer, the Trustee or the
Fiscal Agent, as applicable, in respect of an REO Loan. Collections in respect
of each REO Loan (exclusive of the amounts to be applied to the payment of, or
to be reimbursed to the Servicer or the Special Servicer for the payment of, the
costs of operating, managing, selling, leasing and maintaining the related REO
Property) shall be treated: first, as a recovery of accrued and unpaid interest
on such REO Loan at the related Mortgage Rate in effect from time to time to but
not including the Due Date in the Due Period of receipt (exclusive of any
portion that constitutes Excess Interest); second, as a recovery of principal of
such REO Loan to the extent of its entire unpaid principal balance; and third,
in accordance with the Servicing Standards of the Servicer or Special Servicer,
as applicable, as a recovery of any other amounts due and owing in respect of
such REO Loan, including, without limitation, (i) Yield Maintenance Charges,
Prepayment Premiums and Penalty Charges and (ii) Excess Interest and other
amounts, in that order.
"REO Loan Accrual Period": With respect to any REO Loan and any Due
Date therefor, the one-month period immediately preceding such Due Date.
"REO Property": A Mortgaged Property acquired by the Special
Servicer on behalf of, and in the name of, the Trustee, or a nominee of the
Trustee for the benefit of the Certificateholders and the Trustee (as holder of
the Uncertificated Lower-Tier Interests) through foreclosure, acceptance of a
deed-in-lieu of foreclosure or otherwise in accordance with applicable law in
connection with the default or imminent default of a Mortgage Loan.
"REO Revenues": All income, rents and profits derived from the
ownership, operation or leasing of any REO Property.
"Request for Release": A release signed by a Servicing Officer of
the Servicer or the Special Servicer, as applicable, in the form of Exhibit F
attached hereto.
"Residual Certificate": Any Class R Certificate or Class LR
Certificate issued, authenticated and delivered hereunder.
"Responsible Officer": When used with respect to the initial Trustee
or Fiscal Agent, as the case may be, any Vice President, Assistant Vice
President, Assistant Secretary, corporate trust officer or assistant corporate
trust officer in the corporate trust department of the Trustee or Fiscal Agent,
as the case may be, and with respect to any successor Trustee or Fiscal Agent,
as the case may be, any officer or assistant officer in the corporate trust
department of the successor Trustee or Fiscal Agent, as the case may be, or any
other officer of the successor Trustee or Fiscal Agent, as the case may be,
customarily performing functions similar to those performed by any of the above
designated officers to whom a particular matter is referred by the successor
Trustee or Fiscal Agent, as the case may be, because of such officer's knowledge
of and familiarity with the particular subject.
"Revised Rate": With respect to those Mortgage Loans on the Mortgage
Loan Schedule indicated as having a revised rate, the increased interest rate
after the Anticipated Prepayment Date (in the absence of a default) for each
applicable Mortgage Loan, as calculated and as set forth in the related Mortgage
Loan.
"Scheduled Principal Distribution Amount": With respect to any
Distribution Date, the aggregate of the principal portions of (a) all Monthly
Payments (excluding Balloon Payments) due in respect of the Mortgage Loans
during or, if and to the extent not previously received or advanced pursuant to
Section 4.03 in respect of a preceding Distribution Date, prior to, the related
Due Period, and all Assumed Scheduled Payments for the related Due Period, in
each case to the extent either (i) paid by the Mortgagor as of the Business Day
preceding the related P&I Advance Date (and not previously distributed to
Certificateholders) or (ii) advanced by the Servicer, the Trustee or the Fiscal
Agent, as applicable, pursuant to Section 4.03 in respect of such Distribution
Date, and (b) all Balloon Payments to the extent received during the related Due
Period (including any applicable grace periods), and to the extent not included
in clause (a) above.
"Securities Act": The Securities Act of 1933, as amended.
"Security Agreement": With respect to any Mortgage Loan, any
security agreement or equivalent instrument, whether contained in the related
Mortgage or executed separately, creating in favor of the holder of such
Mortgage a security interest in the personal property constituting security for
repayment of such Mortgage Loan.
"Servicer": GE Capital Loan Services, Inc. and its successor in
interest and assigns, or any successor Servicer appointed as herein provided.
"Servicing Account": The account or accounts created and maintained
pursuant to Section 3.03.
"Servicing Advances": All customary, reasonable and necessary "out
of pocket" costs and expenses (including attorneys' fees and expenses and fees
of real estate brokers) incurred by the Servicer, the Trustee, the Fiscal Agent
or the Special Servicer, as applicable, in connection with the servicing and
administering of (a) a Mortgage Loan in respect of which a default, delinquency
or other unanticipated event has occurred or as to which a default is reasonably
foreseeable or (b) an REO Property, including, but not limited to, the cost of
(i) compliance with the Servicer's obligations set forth in Section 3.03(c),
(ii) the preservation, restoration and protection of a Mortgaged Property, (iii)
obtaining any Insurance and Condemnation Proceeds or any Liquidation Proceeds of
the nature described in clauses (i) - (iv) of the definition of "Liquidation
Proceeds", (iv) any enforcement or judicial proceedings with respect to a
Mortgaged Property, including foreclosures and (v) the operation, leasing,
management, maintenance and liquidation of any REO Property. Notwithstanding
anything to the contrary, "Servicing Advances" shall not include allocable
overhead of the Servicer or the Special Servicer, such as costs for office
space, office equipment, supplies and related expenses, employee salaries and
related expenses and similar internal costs and expenses or costs and expenses
incurred by any such party in connection with its purchase of a Mortgage Loan or
REO Property.
"Servicing Fee": With respect to each Mortgage Loan and REO Loan,
the fee payable to the Servicer pursuant to the first paragraph of Section
3.11(a).
"Servicing Fee Rate": A rate equal to the per annum rate set forth
on the Mortgage Loan Schedule under the heading "Servicing Fee Rate", in each
case computed on the basis of the Stated Principal Balance of the related
Mortgage Loan.
"Servicing Officer": Any officer and/or employee of the Servicer or
the Special Servicer involved in, or responsible for, the administration and
servicing of the Mortgage Loans, whose name and specimen signature appear on a
list of servicing officers furnished by the Servicer and the Special Servicer to
the Paying Agent, the Trustee and the Depositor on the Closing Date as such list
may be amended from time to time thereafter.
"Servicing Released Bid": As defined in Section 7.01(e).
"Servicing Retained Bid": As defined in Section 7.01(e).
"Servicing Standards": As defined in Section 3.01(a).
"Servicing Transfer Event": With respect to any Mortgage Loan, the
occurrence of any of the following events:
(i) a payment default shall have occurred on such Mortgage Loan
other than a Balloon Mortgage Loan at its original maturity date, or if
the original maturity date of such Mortgage Loan has been extended, a
payment default occurs on such Mortgage Loan at its extended maturity
date; provided that, in the case of a Balloon Payment, it shall be a
Servicing Transfer Event if such payment is more than 60 days delinquent
and (i) the Mortgagor has not delivered to the Servicer a written
refinancing commitment on such maturity date reasonably satisfactory in
form and substance to the Servicer which provides that such refinancing
will occur within 60 days or (ii) such Balloon Payment has not been paid
within 60 days of receiving such written refinancing commitment; or
(ii) any Monthly Payment (other than a Balloon Payment) is 60 days
or more delinquent; or
(iii) the date upon which the Servicer or Special Servicer
determines that a payment default is imminent and is not likely to be
cured by the related Mortgagor within 60 days; or
(iv) the date upon which a decree or order of a court or agency or
supervisory authority having jurisdiction in the premises in an
involuntary case under any present or future federal or state bankruptcy,
insolvency or similar law, or the appointment of a conservator, receiver
or liquidator in any insolvency, readjustment of debt, marshaling of
assets and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, and being entered against the related
Mortgagor; and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days; or
(v) the related Mortgagor shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshaling of assets and liabilities or similar proceedings of or
relating to such Mortgagor or of or relating to all or substantially all
of its property; or
(vi) the related Mortgagor shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization statute, make an
assignment for the benefit of its creditors, or voluntarily suspend
payment of its obligations; or
(vii) a default of which the Servicer or Special Servicer has notice
(other than a failure by such Mortgagor to pay principal or interest) and
which in the opinion of the Servicer materially and adversely affects the
interests of the Certificateholders has occurred and remained unremedied
for the applicable grace period specified in such Mortgage Loan (or if no
grace period is specified for those defaults which are capable of cure, 60
days); or
(viii) the Servicer or Special Servicer has received notice of the
foreclosure or proposed foreclosure of any lien on the related Mortgaged
Property.
"Similar Law": As defined in Section 5.02(c).
"Sole Certificateholder": Any Holder holding 100% of the Class H,
Class I, Class J, Class K, Class L, Class M and Class N Certificates; provided,
however, that the Certificate Balances of the Class A-1, Class A-2, Class B,
Class C, Class D, Class E, Class F and Class G Certificates have been reduced to
zero.
"Special Servicer": Midland or any successor Special Servicer
appointed as herein provided.
"Special Servicing Fee": With respect to each Specially Serviced
Mortgage Loan and REO Loan, the fee payable to the Special Servicer pursuant to
the first paragraph of Section 3.11(b).
"Special Servicing Fee Rate": With respect to each Specially
Serviced Mortgage Loan and each REO Loan, 0.25% per annum computed on the basis
of the Stated Principal Balance of the related Mortgage Loan and on the basis of
a 360-day year with twelve 30-day months.
"Specially Serviced Mortgage Loan": As defined in Section 3.01(a).
"Startup Day": The day designated as such in Section 10.01(b).
"Stated Principal Balance": With respect to any Mortgage Loan, as of
any date of determination, an amount equal to (x) the Cut-off Date Principal
Balance of such Mortgage Loan, plus (y) any Mortgage Deferred Interest added to
the principal balance of such Mortgage Loan on or before the end of the
immediately preceding Due Period minus (z) the sum of:
(i) the principal portion of each Monthly Payment due on such
Mortgage Loan after the Cut-off Date, to the extent received from the
Mortgagor or advanced by the Servicer and distributed to
Certificateholders on or before such date of determination;
(ii) all Principal Prepayments received with respect to such
Mortgage Loan after the Cut-off Date, to the extent distributed to
Certificateholders on or before such date of determination;
(iii) the principal portion of all Insurance and Condemnation
Proceeds and Liquidation Proceeds received with respect to such Mortgage
Loan after the Cut-off Date, to the extent distributed to
Certificateholders on or before such date of determination; and
(iv) any reduction in the outstanding principal balance of such
Mortgage Loan resulting from a Deficient Valuation or other modification
of the Mortgage Loan that occurred prior to the end of the Due Period for
the most recent Distribution Date.
With respect to any REO Loan, as of any date of determination, an
amount equal to (x) the Stated Principal Balance of the predecessor Mortgage
Loan as of the date of the related REO Acquisition, minus (y) the sum of:
(i) the principal portion of any P&I Advance made with respect to
the predecessor Mortgage Loan on or after the date of the related REO
Acquisition, to the extent distributed to Certificateholders on or before
such date of determination; and
(ii) the principal portion of all Insurance and Condemnation
Proceeds, Liquidation Proceeds and REO Revenues received with respect to
such REO Loan, to the extent distributed to Certificateholders on or
before such date of determination.
A Mortgage Loan or an REO Loan shall be deemed to be part of the
Trust Fund and to have an outstanding Stated Principal Balance until the
Distribution Date on which the payments or other proceeds, if any, received in
connection with a Liquidation Event in respect thereof are to be (or, if no such
payments or other proceeds are received in connection with such Liquidation
Event, would have been) distributed to Certificateholders.
"Statement to Certificateholders": As defined in Section 4.02(a).
"Subordinate Certificate": Any Class B, Class C, Class D, Class E,
Class F, Class G, Class H, Class I, Class J, Class K, Class L, Class M or Class
N Certificate.
"Sub-Servicer": Any Person with which the Servicer or the Special
Servicer has entered into a Sub-Servicing Agreement.
"Sub-Servicing Agreement": The written contract between the Servicer
or the Special Servicer, as the case may be, and any Sub-Servicer relating to
servicing and administration of Mortgage Loans as provided in Section 3.22.
"Substitution Shortfall Amount": With respect to a substitution
pursuant to Section 2.03(b) hereof, an amount equal to the excess, if any, of
the Purchase Price of the Mortgage Loan being replaced calculated as of the date
of substitution over the Stated Principal Balance of the related Qualified
Substitute Mortgage Loans as of the date of substitution. In the event that one
or more Qualified Substitute Mortgage Loans are substituted (at the same time)
for one or more deleted Mortgage Loans, the Substitution Shortfall Amount shall
be determined as provided in the preceding sentence on the basis of the
aggregate Purchase Prices of the Mortgage Loan or Mortgage Loans being replaced
and the aggregate Stated Principal Balances of the related Qualified Substitute
Mortgage Loan or Mortgage Loans.
"Tax Returns": The federal income tax returns on Internal Revenue
Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax
Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of each of the Upper-Tier REMIC and the Lower-Tier REMIC
due to its classification as a REMIC under the REMIC Provisions, together with
any and all other information, reports or returns that may be required to be
furnished to the Certificateholders or filed with the Internal Revenue Service
or any other governmental taxing authority under any applicable provisions of
federal tax law or Applicable State and Local Tax Law.
"Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership Interest in a
Certificate.
"Transfer Affidavit": As defined in Section 5.02(d).
"Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.
"Transferor": Any Person who is disposing by Transfer any Ownership
Interest in a Certificate.
"Transferor Letter": As defined in Section 5.02(d).
"Trust": The trust created hereby and to be administered hereunder.
"Trust Fund": The segregated pool of assets subject hereto,
constituting the Trust, consisting of: (i) the Mortgage Loans as from time to
time are subject to this Agreement and all payments under and proceeds of such
Mortgage Loans received after the Cut-off Date (other than payments of principal
and interest due and payable on such Mortgage Loans on or before the Cut-off
Date), together with all documents included in the related Mortgage Files; (ii)
such funds or assets as from time to time are deposited in the Certificate
Account, the Distribution Accounts, any Servicing Accounts, the Interest Reserve
Account, the Excess Interest Distribution Account and, if established, the REO
Account; (iii) any REO Property; (iv) the rights of the mortgagee under all
Insurance Policies with respect to the Mortgage Loans; and (v) the rights of the
Depositor under Sections 2, 3, 8, 9, 10, 11, 12, 13 and 16 of each Mortgage Loan
Purchase Agreement.
"Trustee": LaSalle Bank National Association, a national banking
association, in its capacity as trustee and its successors in interest, or any
successor Trustee appointed as herein provided.
"Trustee Exception Report": As defined in Section 2.02(e).
"Trustee Fee": The fee to be paid monthly on the Distribution Date
to the Trustee as compensation for the Trustee's activities under this Agreement
equal to the product of the Trustee Fee Rate and the Stated Principal Balance of
the Mortgage Loans as of the preceding Distribution Date.
"Trustee Fee Rate": A rate equal to 0.00125% per annum.
"UCC": The Uniform Commercial Code, as enacted in each applicable
state.
"UCC Financing Statement": A financing statement executed and filed
pursuant to the UCC, as in effect in the relevant jurisdiction.
"Uncertificated Lower-Tier Interests": Any of the Class LA-1, Class
LA-2, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH,
Class LI, Class LJ, Class LK, Class LL, Class LM and Class LN Uncertificated
Interests.
"Uncovered Prepayment Interest Shortfall": Any Prepayment Interest
Shortfall in excess of the Compensating Interest Payment.
"Underwriters": J.P. Morgan Securities Inc. (formerly known as
JPMorgan, a division of Chase Securities Inc.), Bear, Stearns & Co. Inc.,
Salomon Smith Barney Inc. and Deutsche Banc Alex. Brown Inc.
"Underwritten Debt Service Coverage Ratio": With respect to any
Mortgage Loan, the ratio of (i) Underwritten Net Cash Flow produced by the
related Mortgaged Property or Mortgaged Properties to (ii) the aggregate amount
of the Monthly Payments due for the 12-month period immediately following the
Cut-off Date, except with respect to those Mortgage Loans identified on Schedule
3 where Monthly Payments pay interest only for a specified period of time set
forth in the related Mortgage Loan documents and then pay principal and
interest, but for purposes of this definition only, shall be assumed to include
interest and principal (based upon the amortization schedule length indicated on
Schedule 3).
"Underwritten Net Cash Flow": With respect to any Mortgaged
Property, the estimated annual revenue derived from the use and operation of
such Mortgaged Property, less estimated annual expenses, including operating
expenses (such as utilities, administrative expenses, repairs and maintenance,
tenant improvement costs, leasing commissions, management fees and advertising),
fixed expenses (such as insurance, real estate taxes and, if applicable, ground
lease payments) and replacement reserves and an allowance for vacancies and
credit losses. In calculating Underwritten Net Cash Flow, certain non-operating
items such as depreciation, amortization, partnership distributions, financing
fees and capital expenditures other than applicable reserves, are not included
as expenses.
"Uninsured Cause": Any cause of damage to property subject to a
Mortgage such that the complete restoration of such property is not fully
reimbursable by the hazard insurance policies or flood insurance policies
required to be maintained pursuant to Section 3.07.
"Unscheduled Principal Distribution Amount": With respect to any
Distribution Date, the aggregate of:
(a) all Principal Prepayments received on the Mortgage Loans
during the related Due Period; and
(b) the principal portions of all Liquidation Proceeds, Insurance
and Condemnation Proceeds and, if applicable, REO Revenues received with
respect to the Mortgage Loans and any REO Loans during the related Due
Period, but in each case only to the extent that such principal portion
represents a recovery of principal for which no advance was previously
made pursuant to Section 4.03 in respect of a preceding Distribution Date.
"Upper-Tier Distribution Account": The segregated account or
accounts created and maintained by the Paying Agent pursuant to Section 3.04(b)
in trust for the Certificateholders, which shall be entitled "The Chase
Manhattan Bank, as Paying Agent, in trust for the registered Holders of GE
Capital Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2001-1, Upper-Tier Distribution Account," or maintained as
a subaccount of the Distribution Account. Any such account or accounts shall be
an Eligible Account.
"Upper-Tier REMIC": One of the two separate REMICs comprising the
Trust Fund, the assets of which consist of the Uncertificated Lower-Tier
Interests and such amounts as shall from time to time be held in the Upper-Tier
Distribution Account.
"U.S. Dollars": Lawful money of the United States of America.
"U.S. Person": A citizen or resident of the United States, a
corporation or partnership (except to the extent provided in applicable Treasury
Regulations) or other entity created or organized in, or under the laws of, the
United States, any State or the District of Columbia, including any entity
treated as a corporation or partnership for federal income tax purposes, an
estate whose income is subject to United States federal income tax regardless of
its source or a trust if a court within the United States is able to exercise
primary supervision over the administration of such trust, and one or more such
U.S. Persons have the authority to control all substantial decisions of such
trust (or, to the extent provided in applicable Treasury Regulations, certain
trusts in existence on August 20, 1996 which are eligible to elect to be treated
as U.S. Persons).
"Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, the Voting Rights shall be allocated among the various
Classes of Certificateholders as follows: (i) 4% in the case of the Class X
Certificates (allocated to the Class X-1 and Class X-2 Certificates on a pro
rata basis based on their respective outstanding Notional Amounts at the time of
Determination), and (ii) in the case of any other Class of Regular Certificates
a percentage equal to the product of 96% and a fraction, the numerator of which
is equal to the aggregate Certificate Balance of such Class, in each case,
determined as of the Distribution Date immediately preceding such time, and the
denominator of which is equal to the aggregate Certificate Balance of the
Regular Certificates, each determined as of the Distribution Date immediately
preceding such time. None of the Class S Certificates, the Class R Certificates
nor the Class LR Certificates will be entitled to any Voting Rights. Voting
Rights allocated to a Class of Certificateholders shall be allocated among such
Certificateholders in proportion to the Percentage Interests evidenced by their
respective Certificates.
"Weighted Average Net Mortgage Rate": With respect to any
Distribution Date, the weighted average of the applicable Net Mortgage Rates of
the Mortgage Loans as of the first day of the related Due Period, weighted on
the basis of their respective Stated Principal Balances as of the first day of
such Due Period (after giving effect to any payments received during any
applicable grace period).
"Withheld Amounts": As defined in Section 3.25(a).
"Workout Fee": The fee paid to the Special Servicer with respect to
each Corrected Mortgage Loan.
"Workout Fee Rate": A fee of 1.0% of each collection (other than
Excess Interest and Default Interest) of interest and principal (other than any
amount for which a Liquidation Fee would be paid), including (i) Monthly
Payments, (ii) Balloon Payments, (iii) prepayments and (iv) payments (other than
those included in clause (i) or (ii) of this definition) at maturity, received
on each Corrected Mortgage Loan for so long as it remains a Corrected Mortgage
Loan.
"Yield Maintenance Charge": With respect to any Mortgage Loan or REO
Loan, the yield maintenance charge set forth in the related Mortgage Loan
documents; provided that no amounts shall be considered Yield Maintenance
Payments until there has been a full recovery of all principal, interest and
other amounts due under the related Mortgage Loan.
Section 1.02 Certain Calculations.
Unless otherwise specified herein, for purposes of determining
amounts with respect to the Certificates and the rights and obligations of the
parties hereto, the following provisions shall apply:
(i) All calculations of interest (other than as provided in the
Mortgage Loan documents) provided for herein shall be made on the basis of
a 360-day year consisting of twelve 30-day months.
(ii) Any Mortgage Loan payment is deemed to be received on the date
such payment is actually received by the Servicer or the Special Servicer;
provided, however, that for purposes of calculating distributions on the
Certificates, Principal Prepayments with respect to any Mortgage Loan are
deemed to be received on the date they are applied in accordance with the
Servicing Standards consistent with the terms of the related Mortgage Note
and Mortgage to reduce the outstanding principal balance of such Mortgage
Loan on which interest accrues.
(iii) Any reference to the Certificate Balance of any Class of
Certificates on or as of a Distribution Date shall refer to the
Certificate Balance of such Class of Certificates on such Distribution
Date after giving effect to (a) any distributions made on such
Distribution Date pursuant to Section 4.01(a), (b) any Collateral Support
Deficit allocated to such Class on such Distribution Date pursuant to
Section 4.04 and (c) the addition of any Certificate Deferred Interest
allocated to such Class and added to such Certificate Balance pursuant to
Section 4.06(b). The calculation of Voting Rights hereunder shall not be
affected by an Appraisal Reduction.
(iv) For purposes of calculations required herein, Excess Interest
shall not be added to the outstanding principal balance of the Mortgage
Loans notwithstanding that the related Loan Documents may provide
otherwise.
[End of Article I]
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
(a) The Depositor hereby establishes the Trust and, concurrently
with the execution and delivery hereof, does hereby assign, sell, transfer and
convey to the Trustee, without recourse, for the benefit of the
Certificateholders and the Trustee (as holder of the Uncertificated Lower-Tier
Interests), on behalf of the Trust, all the right, title and interest of the
Depositor, including any security interest therein for the benefit of the
Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage
Loan Schedule, (ii) Sections 2, 3, 9, 11, 13 and 16 of each of the Mortgage Loan
Purchase Agreements and (iii) all other assets included or to be included in the
Trust Fund. Such assignment includes all interest and principal received or
receivable on or with respect to the Mortgage Loans (other than payments of
principal and interest due and payable on the Mortgage Loans on or before the
Cut-off Date). The transfer of the Mortgage Loans and the related rights and
property accomplished hereby is absolute and, notwithstanding Section 11.07, is
intended by the parties to constitute a sale. In connection with the assignment
to the Trustee of Sections 2, 3, 9, 11, 13 and 16 of each of the Mortgage Loan
Purchase Agreements, it is intended that the Trustee get the benefit of Sections
8, 10 and 12 thereof in connection with any exercise of rights under such
assigned Sections, and the Depositor shall use its best efforts to make
available to the Trustee the benefits of Sections 8, 10 and 12 in connection
therewith.
(b) In connection with the Depositor's assignment pursuant to
subsection (a) above, the Depositor shall direct, and hereby represents and
warrants that it has directed, each of the Mortgage Loan Sellers pursuant to the
applicable Mortgage Loan Purchase Agreement to deliver to and deposit with, or
cause to be delivered to and deposited with, the Trustee or a Custodian
appointed thereby, on or before the Closing Date, the Mortgage Note for each
Mortgage Loan so assigned, with copies to the Servicer and, within 45 days
following the Closing Date, the remaining documents in the Mortgage File for
each such Mortgage Loan. If the applicable Mortgage Loan Seller cannot deliver,
or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note,
such Mortgage Loan Seller shall deliver a copy or duplicate original of such
Mortgage Note, together with an affidavit certifying that the original thereof
has been lost or destroyed and indemnifying the Trustee. The Trustee shall
provide a certification on the Closing Date that all Mortgage Notes have been
received or an appropriate affidavit has been delivered. If the applicable
Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses
(ii), (iv), (vi), (viii), (xi) and (xiii) of the definition of "Mortgage File,"
with evidence of recording thereon, solely because of a delay caused by the
public recording office where such document or instrument has been delivered for
recordation, the delivery requirements of the applicable Mortgage Loan Purchase
Agreement and this Section 2.01(b) shall be deemed to have been satisfied on a
provisional basis as to such non-delivered document or instrument, and such
non-delivered document or instrument shall be deemed to have been included in
the Mortgage File, provided that a photocopy of such non-delivered document or
instrument (certified by the applicable Mortgage Loan Seller to be a true and
complete copy of the original thereof submitted for recording) is delivered to
the Trustee or a Custodian appointed thereby within 45 days following the
Closing Date, and either the original of such non-delivered document or
instrument, or a photocopy thereof, with evidence of recording thereon, is
delivered to the Trustee or such Custodian within 180 days of the Closing Date
(or within such longer period after the Closing Date as the Trustee may consent
to, which consent shall not be unreasonably withheld so long as the applicable
Mortgage Loan Seller is, as certified in writing to the Trustee no less often
than every 90 days, in good faith attempting to obtain from the appropriate
county recorder's office such original or photocopy). If the applicable Mortgage
Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan,
any of the documents and/or instruments referred to in clauses (ii), (iv), (vi),
(viii), (xi) and (xiii) of the definition of "Mortgage File," with evidence of
recording thereon, for any other reason, including, without limitation, that
such non-delivered document or instrument has been lost, the delivery
requirements of the applicable Mortgage Loan Purchase Agreement and this Section
2.01(b) shall be deemed to have been satisfied as to such non-delivered document
or instrument, and such non-delivered document or instrument shall be deemed to
have been included in the Mortgage File; provided, that a photocopy of such
non-delivered document or instrument (with evidence of recording thereon and
certified in the case of the documents and/or instruments referred to in clause
(ii) of the definition of "Mortgage File" by the appropriate county recorder's
office to be a true and complete copy of the original thereof submitted for
recording) is delivered to the Trustee or a Custodian appointed thereby within
45 days following the Closing Date. Neither the Trustee nor any Custodian shall
in any way be liable for any failure by such Mortgage Loan Seller or the
Depositor to comply with the delivery requirements of the related Mortgage Loan
Purchase Agreement and this Section 2.01(b). If, within 45 days following the
Closing Date as to any Mortgage Loan, the applicable Mortgage Loan Seller cannot
deliver in complete and recordable form any one of the assignments in favor of
the Trustee referred to in clauses (iii), (v), (vii) or (xii) of the definition
of "Mortgage File" solely because of the unavailability of recording information
as to any existing document or instrument, such Mortgage Loan Seller may
provisionally satisfy the delivery requirements of the related Mortgage Loan
Purchase Agreement and this Section 2.01(b) by delivering with respect to such
Mortgage Loan within 45 days following the Closing Date an omnibus assignment of
such Mortgage Loan substantially in the form of Exhibit I; provided, that all
required original assignments with respect to such Mortgage Loan, in fully
complete and recordable form, are delivered to the Trustee or its Custodian
within 180 days of the Closing Date. Notwithstanding anything herein to the
contrary, with respect to the documents referred to in clause (xx) of the
definition of Mortgage File, the Servicer shall be permitted to hold the
original of such document in trust on behalf of the Trustee in order to draw on
such letter of credit and the applicable Mortgage Loan Seller shall be deemed to
have satisfied the delivery requirements of the related Mortgage Loan Purchase
Agreement and this Section 2.01(b) by delivering with respect to such document a
copy thereof to the Trustee together with an Officer's Certificate of the
Mortgage Loan Seller certifying that such document has been delivered to the
Servicer. If the Servicer shall fail to receive such document within 30 days of
the Closing Date, then the Servicer shall provide notice of such failure to the
Trustee and the Controlling Class Certificateholder. The applicable Mortgage
Loan Seller shall pay any costs of assignment of such letter of credit required
in order for the Servicer to draw on such letter of credit.
(c) Except under the circumstances provided for in the last
sentence of this subsection (c), the Trustee, at the related Mortgage Loan
Seller's expense, shall as to each Mortgage Loan, promptly (and in any event
within 75 days of the later of the Closing Date and the Trustee's actual receipt
of the related documents) cause to be submitted for recording or filing, as the
case may be, in the appropriate public office for real property records or UCC
Financing Statements, as appropriate, each assignment to the Trustee referred to
in clauses (iii), (v) and (vii) of the definition of "Mortgage File" and each
UCC-3 to the Trustee referred to in clause (xii) of the definition of "Mortgage
File." Each such assignment shall reflect that it should be returned by the
public recording office to the Trustee or its designee following recording, and
each such UCC-3 shall reflect that the file copy thereof should be returned to
the Trustee or its designee following filing. If any such document or instrument
is determined to be incomplete or not to meet the filing requirements of the
jurisdiction in which it is recorded or filed, or is lost or returned unrecorded
or unfiled, as the case may be, because of a defect therein on or about 180 days
after the Closing Date, the Trustee shall prepare or cause to be prepared at the
expense of the related Mortgage Loan Seller a substitute therefor or cure such
defect, as the case may be, and thereafter the Trustee shall upon receipt
thereof cause the same to be duly recorded or filed, as appropriate.
Notwithstanding the foregoing, there shall be no requirement to record any
assignment to the Trustee referred to in clause (iii), (v) or (vii) of the
definition of "Mortgage File," or to file any UCC-3 to the Trustee referred to
in clause (xii) of the definition of "Mortgage File," in those jurisdictions
where, in the written opinion of local counsel (which opinion shall not be an
expense of the Trustee or the Trust Fund) acceptable to the Depositor and the
Trustee, such recordation and/or filing is not required to protect the Trustee's
interest in the related Mortgage Loans against sale, further assignment,
satisfaction or discharge by the related Mortgage Loan Seller, the Servicer, the
Special Servicer, any Sub-Servicer or the Depositor.
(d) All documents and records in the Depositor's or the applicable
Mortgage Loan Seller's possession relating to the Mortgage Loans and originals
or copies of all financial statements, operating statements, appraisals,
environmental/engineering reports, leases and rent rolls in the possession of
the Mortgage Loan Seller, and any other information provided by the respective
Mortgagor from time to time) that are not required to be a part of a Mortgage
File in accordance with the definition thereof together with copies of all
documents in each Mortgage File, shall be delivered to the Servicer on or before
the Closing Date and shall be held by the Servicer on behalf of the Trustee in
trust for the benefit of the Certificateholders (and as holder of the
Uncertificated Lower-Tier Interests).
(e) In connection with the Depositor's assignment pursuant to
subsection (a) above, the Depositor shall deliver, and hereby represents and
warrants that it has delivered, to the Trustee, the Directing Certificateholder
and the Servicer, on or before the Closing Date, a fully executed original
counterpart of each of the Mortgage Loan Purchase Agreements, as in full force
and effect, without amendment or modification, on the Closing Date.
(f) The Depositor shall use its best efforts to require that,
promptly after the Closing Date, but in all events within three Business Days
after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds
on deposit in escrow accounts maintained with respect to the Mortgage Loans in
the name of the applicable Mortgage Loan Seller or any other name to be
transferred to the Servicer (or a Sub-Servicer) for deposit into Servicing
Accounts.
Section 2.02 Acceptance by Trustee.
(a) The Trustee, by the execution and delivery of this Agreement,
acknowledges receipt by it or a Custodian on its behalf, subject to the
provisions of Section 2.01 and the further review provided for in this Section
2.02 and to any exceptions noted on the Trustee Exception Report, of the
applicable documents specified in clause (i) of the definition of "Mortgage
File" with respect to each Mortgage Loan, of a fully executed original
counterpart of each of the Mortgage Loan Purchase Agreements, and of all other
assets included in the Trust Fund, in good faith and without notice of any
adverse claim, and declares that it or a Custodian on its behalf holds and will
hold such documents and the other documents delivered or caused to be delivered
by the Mortgage Loan Sellers constituting the Mortgage Files, and that it holds
and will hold such other assets included in the Trust Fund, in trust for the
exclusive use and benefit of all present and future Certificateholders (and as
holder of the Uncertificated Lower-Tier Interests).
(b) Within 60 days after actual receipt (the "Initial
Certification Date"), the Trustee or a Custodian on its behalf shall review each
of the Mortgage Loan documents delivered or caused to be delivered by the
Mortgage Loan Sellers constituting the Mortgage Files; and, promptly following
such review (but in no event later than 60 days after actual receipt), the
Trustee shall certify in writing to each of the Rating Agencies, Depositor, the
Servicer, the Special Servicer, the Directing Certificateholder (provided it
shall have identified itself, and furnished to the Trustee a notice address for
the delivery of such certificate) and the Mortgage Loan Sellers that, as to each
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan
paid in full) and except as specifically identified in any exception report
annexed thereto, (i) all documents specified in clauses (i) through (iv), (v)
(to the extent the Trustee has actual knowledge that such document is supposed
to be in the Mortgage File as indicated by the Mortgage Loan Checklist delivered
by each Mortgage Loan Seller with each closing document binder), (ix), (x) (to
the extent the Trustee has actual knowledge that such document is supposed to be
in the Mortgage File as indicated by the Mortgage Loan Checklist), (xi), (xii),
and (xvi) through (xx) (to the extent the Trustee has actual knowledge that such
documents are supposed to be in the Mortgage File) (or, with respect to clause
(xx), a copy of such letter of credit if the Servicer has the original or an
officer's certificate as contemplated by the penultimate sentence of Section
2.01(b) hereof), if any, of the definition of "Mortgage File", as applicable,
are in its possession, (ii) the foregoing documents delivered or caused to be
delivered by the Mortgage Loan Sellers have been reviewed by it or by a
Custodian on its behalf and appear regular on their face, appear to be executed
and relate to such Mortgage Loan, and (iii) based on such examination and only
as to the foregoing documents, the information set forth in the Mortgage Loan
Schedule with respect to the items specified in clauses (iii) (other than zip
code), (iv), (vi) and (viii)(c) in the definition of "Mortgage Loan Schedule" is
correct. With respect to each Mortgage Loan, the related Mortgage Loan Seller
shall provide to the Trustee a Mortgage Loan Checklist, upon which the Trustee
may rely in determining which documents should be part of the Mortgage File.
With respect to each Mortgage Loan listed on an exception report, the Trustee
shall specifically identify such Mortgage Loan together with the nature of such
exception (in the form reasonably acceptable to the Trustee and the Mortgage
Loan Seller and separating items required to be in the Mortgage File but never
delivered from items which were delivered by the Mortgage Loan Seller but are
out for recording and have not been returned by the recorder's office).
(c) The Trustee or a Custodian on its behalf shall review each of
the Mortgage Loan documents received thereby subsequent to the Closing Date;
and, every 90 days following the Initial Certification Date until the earlier of
(i) the date that all exceptions are eliminated and (ii) the 2nd anniversary of
the Closing Date. The Trustee shall certify in writing and shall deliver such
writing electronically to each of the Depositor, the Paying Agent, the Servicer,
the Directing Certificateholder, the Special Servicer and the applicable
Mortgage Loan Seller that, as to each Mortgage Loan listed on the Mortgage Loan
Schedule (other than any Mortgage Loan as to which a Liquidation Event has
occurred) or any Mortgage Loan specifically identified in any exception report
annexed thereto (i) all documents specified in clauses (i) through (v), (ix)
through (xii) and (xvi) through (xx) (or, with respect to clause (xx), a copy of
such letter of credit if the Servicer has the original or an officer's
certificate as contemplated by the penultimate sentence of Section 2.01(b)
hereof), if any, of the definition of "Mortgage File", as applicable, are in its
possession, (ii) the foregoing documents delivered or caused to be delivered by
the Mortgage Loan Sellers have been reviewed by it or by a Custodian on its
behalf and appear regular on their face and relate to such Mortgage Loan, and
(iii) based on such examination and only as to the foregoing documents, the
information set forth in the Mortgage Loan Schedule with respect to the items
specified in clauses (iii) (other than zip code), (iv), (vi) and (viii)(c) in
the definition of "Mortgage Loan Schedule" is correct.
(d) It is herein acknowledged that neither the Trustee nor any
Custodian is under any duty or obligation (i) to determine whether any of the
documents specified in clauses (v), (vi), (vii), (viii), (x), (xiv) and (xv) of
the definition of "Mortgage File" exist or are required to be delivered by the
Depositor, the Mortgage Loan Sellers or any other Person or (ii) to inspect,
review or examine any of the documents, instruments, certificates or other
papers relating to the Mortgage Loans delivered to it to determine that the same
are genuine, enforceable, sufficient to perfect and maintain the perfection of a
security interest or appropriate for the represented purpose or that they are
other than what they purport to be on their face and, with respect to the
documents specified in clause (ix), whether the insurance is effective as of the
date of the recordation, whether all endorsements or riders issued are included
in the file or if the policy has not been issued whether any acceptable
replacement document has been dated the date of the related Mortgage Loan
funding. With respect to the Trustee's obligation to review the documents
referred to in item (xi) of the definition of Mortgage File, it is hereby
acknowledged that the Trustee shall only be obligated to review for one state
and one county UCC (for each Mortgaged Property in the case of Mortgage Loans
secured by more than one property and for each county if any Mortgaged Property
is located in portions of more than one county) unless notified otherwise in
writing by the Depositor.
(e) If, in the process of reviewing the Mortgage Files or at any
time thereafter, the Trustee or any Custodian finds any document or documents
constituting a part of a Mortgage File not to have been properly executed or,
subject to Section 2.01(b), not to have been delivered, to contain information
that does not conform in any material respect with the corresponding information
set forth in the Mortgage Loan Schedule or to be defective on its face (each, a
"Defect" in the related Mortgage File), the Trustee shall promptly so notify the
Depositor, the Directing Certificateholder, the Servicer, the Special Servicer
and the applicable Mortgage Loan Seller (and in no event later than 90 days
after the Closing Date and every quarter thereafter, commencing with the quarter
ending September 30, 2001 until December 31, 2002 and annually thereafter as of
June 30), by providing to each a written report delivered electronically (the
"Trustee Exception Report") setting forth for each affected Mortgage Loan, with
particularity, the nature of such Defect (in form reasonably acceptable to the
Trustee and the Mortgage Loan Seller and separating items required to be in the
Mortgage File but never delivered from items which were delivered by the
Mortgage Loan Seller but are out for recording and have not been returned by the
recorder's office).
Section 2.03 Representations, Warranties and Covenants of the
Depositor; Mortgage Loan Sellers' Repurchase or Substitution of Mortgage Loans
for Defects in Mortgage Files and Breaches of Representations and Warranties.
(a) The Depositor hereby represents and warrants that:
(i) The Depositor is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware, and the
Depositor has taken all necessary corporate action to authorize the
execution, delivery and performance of this Agreement by it, and has the
power and authority to execute, deliver and perform this Agreement and all
the transactions contemplated hereby, including, but not limited to, the
power and authority to sell, assign and transfer the Mortgage Loans in
accordance with this Agreement;
(ii) Assuming the due authorization, execution and delivery of this
Agreement by each other party hereto, this Agreement and all of the
obligations of the Depositor hereunder are the legal, valid and binding
obligations of the Depositor, enforceable against the Depositor in
accordance with the terms of this Agreement, except as such enforcement
may be limited by bankruptcy, insolvency, reorganization or other similar
laws affecting the enforcement of creditors' rights generally, and by
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law);
(iii) The execution and delivery of this Agreement and the
performance of its obligations hereunder by the Depositor will not
conflict with any provisions of any law or regulations to which the
Depositor is subject, or conflict with, result in a breach of or
constitute a default under any of the terms, conditions or provisions of
the certificate of incorporation or the by-laws of the Depositor or any
indenture, agreement or instrument to which the Depositor is a party or by
which it is bound, or any order or decree applicable to the Depositor, or
result in the creation or imposition of any lien on any of the Depositor's
assets or property, which would materially and adversely affect the
ability of the Depositor to carry out the transactions contemplated by
this Agreement; the Depositor has obtained any consent, approval,
authorization or order of any court or governmental agency or body
required for the execution, delivery and performance by the Depositor of
this Agreement;
(iv) There is no action, suit or proceeding pending or, to the
Depositor's knowledge, threatened against the Depositor in any court or by
or before any other governmental agency or instrumentality which would
materially and adversely affect the validity of the Mortgage Loans or the
ability of the Depositor to carry out the transactions contemplated by
this Agreement; and
(v) The Depositor is the lawful owner of the Mortgage Loans with the
full right to transfer the Mortgage Loans to the Trust and the Mortgage
Loans have been validly transferred to the Trust.
(b) If any Certificateholder, the Servicer, the Special Servicer,
the Paying Agent or the Trustee discovers or receives notice of a Defect in any
Mortgage File or a breach of any representation or warranty set forth in, or
required to be made with respect to a Mortgage Loan by the applicable Mortgage
Loan Seller pursuant to, the related Mortgage Loan Purchase Agreement (a
"Breach"), which Defect or Breach, as the case may be, materially and adversely
affects the value of any Mortgage Loan or the interests of the
Certificateholders therein, such Certificateholder, the Servicer, the Special
Servicer, the Paying Agent or the Trustee, as applicable, shall give prompt
written notice of such Defect or Breach, as the case may be, to the Depositor,
the Servicer, the Special Servicer, the Mortgage Loan Sellers, the Paying Agent,
the Trustee and the Directing Certificateholder (except in cases where the
Trustee or Paying Agent had already provided notice of such Defect in the
Trustee's exception report pursuant to Section 2.02(e), in which case the notice
provisions herein relating to such Defect shall not apply) and the Servicer or
the Special Servicer (in the case of Specially Serviced Mortgage Loans) shall
request that the applicable Mortgage Loan Seller, not later than the earlier of
90 days from the applicable Mortgage Loan Seller's receipt of such notice or the
Mortgage Loan Seller's discovery of such Breach, (i) cure such Defect or Breach,
as the case may be, in all material respects, (ii) repurchase the affected
Mortgage Loan at the applicable Purchase Price or in conformity with the
applicable Mortgage Loan Purchase Agreement or (iii) substitute a Qualified
Substitute Mortgage Loan for such affected Mortgage Loan (provided that in no
event shall any such substitution occur later than the second anniversary of the
Closing Date) and pay the Servicer for deposit into the Certificate Account, any
Substitution Shortfall Amount in connection therewith; provided, however, that
if such Breach and Defect is capable of being cured but not within such 90-day
period, and the Mortgage Loan Seller has commenced and is diligently proceeding
with the cure of such Breach or Defect within such 90-day period, the Mortgage
Loan Seller shall have an additional 90 days to complete such cure (or, failing
such cure, to repurchase the related Mortgage Loan or substitute a Qualified
Substitute Mortgage Loan) and provided, further, that with respect to such
additional 90-day period the Mortgage Loan Seller shall have delivered an
Officer's Certificate to the Rating Agencies and the Trustee setting forth the
reason such Breach or Defect is not capable of being cured within the initial
90-day period and what actions the Mortgage Loan Seller is pursuing in
connection with the cure thereof and stating that the Mortgage Loan Seller
anticipates that such Breach or Defect will be cured within the additional
90-day period. Notwithstanding the foregoing, any Defect or Breach which causes
any Mortgage Loan not to be a "qualified mortgage" (within the meaning of
Section 860G(a)(3) of the Code, without regard to the rule of Treasury
Regulations Section 1.860G-2(f)(2) which causes a defective Mortgage Loan to be
treated as a qualified mortgage) shall be deemed to materially and adversely
affect the interest of Certificateholders therein, and such Mortgage Loan shall
be repurchased no later than the earlier of 90 days from the applicable Mortgage
Loan Seller's receipt of a notice of such Defect or Breach or the Mortgage Loan
Seller's discovery of such Breach or Defect. If the affected Mortgage Loan is to
be repurchased, the funds in the amount of the Purchase Price are to be
deposited by wire transfer in the Certificate Account. In the event of a Breach
or a Default with respect to a Mortgage Loan that is a Cross-Collateralized
Mortgage Loan, the related Mortgage Loan Seller shall repurchase or substitute
all of such Cross-Collateralized Mortgage Loans.
(c) In connection with any repurchase of a Mortgage Loan
contemplated by this Section 2.03, the Trustee, the Servicer (with respect to
any such Mortgage Loan other than a Specially Serviced Mortgage Loan) and the
Special Servicer (with respect to any such Mortgage Loan that is a Specially
Serviced Mortgage Loan) shall each tender to the applicable Mortgage Loan
Seller, upon delivery (i) to each of the Servicer or the Special Servicer, as
applicable, of a trust receipt and (ii) to the Trustee by the Servicer or the
Special Servicer, as applicable, of a Request for Release and an acknowledgement
by the Servicer or Special Servicer, as applicable, of its receipt of the
Purchase Price executed by the applicable Mortgage Loan Seller, all portions of
the Mortgage File and other documents pertaining to such Mortgage Loan possessed
by it, and each document that constitutes a part of the Mortgage File that was
endorsed or assigned to the Trustee shall be endorsed or assigned in the form of
endorsement or assignment provided to the Trustee by the applicable Mortgage
Loan Seller, as the case may be, to the applicable Mortgage Loan Seller in the
same manner as provided in Section 3 of the related Mortgage Loan Purchase
Agreement; provided, however, that the Servicer or Special Servicer, as
applicable, shall use reasonable efforts to cooperate in furnishing necessary
information to the Mortgage Loan Seller in connection with such Mortgage Loan
Seller's preparation of such endorsement or assignment.
(d) Section 3 of each of the Mortgage Loan Purchase Agreements
provides the sole remedy available to the Certificateholders, or the Trustee on
behalf of the Certificateholders, respecting any Defect in a Mortgage File or
any Breach of any representation or warranty set forth in or required to be made
pursuant to Section 2 of each of the Mortgage Loan Purchase Agreements.
(e) The Servicer and the Special Servicer (in the case of
Specially Serviced Mortgage Loans) shall, for the benefit of the
Certificateholders and the Trustee (as holder of the Uncertificated Lower-Tier
Interests), enforce the obligations of the applicable Mortgage Loan Seller under
Section 3 of the applicable Mortgage Loan Purchase Agreement. Such enforcement,
including, without limitation, the legal prosecution of claims, shall be carried
out in accordance with the Servicing Standard. The Trustee, the Servicer and the
Special Servicer, as the case may be, shall be reimbursed for the reasonable
costs of such enforcement: first, from a specific recovery of costs, expenses or
attorneys' fees against the applicable Mortgage Loan Seller; second, pursuant to
Section 3.05(a)(vii) out of the related Purchase Price, to the extent that such
expenses are a specific component thereof; and third, if at the conclusion of
such enforcement action it is determined that the amounts described in clauses
first and second are insufficient, then pursuant to Section 3.05(a)(viii) out of
general collections on the Mortgage Loans on deposit in the Certificate Account.
Section 2.04 Execution of Certificates; Issuance of
Uncertificated Lower-Tier Interests.
The Trustee hereby acknowledges the assignment to it of the Mortgage
Loans, and, subject to Sections 2.01 and 2.02, the delivery to it or a Custodian
on its behalf of the Mortgage Files and a fully executed original counterpart of
each of the Mortgage Loan Purchase Agreements, together with the assignment to
it of all other assets included in the Trust Fund. Concurrently with such
assignment and delivery and in exchange therefor, the Trustee (i) acknowledges
the issuance of the Uncertificated Lower-Tier Interests to the Depositor and
(ii) acknowledges the authentication and delivery of the Class LR Certificates
to or upon the order of the Depositor, in exchange for the Mortgage Loans (other
than Excess Interest), receipt of which is hereby acknowledged, and immediately
thereafter, the Trustee acknowledges that it has caused the Certificate
Registrar to execute and caused the Authenticating Agent to authenticate and to
deliver to or upon the order of the Depositor, in exchange for the
Uncertificated Lower-Tier Interests, the Regular Certificates and the Class R
Certificates, and the Depositor hereby acknowledges the receipt by it or its
designees, of such Certificates in authorized Denominations evidencing the
entire beneficial ownership of the Upper-Tier REMIC.
[End of Article II]
ARTICLE III
ADMINISTRATION AND
SERVICING OF THE TRUST FUND
Section 3.01 Servicer to Act as Servicer; Special Servicer
to Act as Special Servicer; Administration of the Mortgage Loans.
(a) Each of the Servicer and the Special Servicer shall diligently
service and administer the Mortgage Loans it is obligated to service pursuant to
this Agreement on behalf of the Trust and in the best interests of and for the
benefit of the Certificateholders and the Trustee (as holder of the
Uncertificated Lower-Tier Interests) (as determined by the Servicer or the
Special Servicer, as the case may be, in its good faith and reasonable judgment)
in accordance with applicable law, the terms of this Agreement and the terms of
the respective Mortgage Loans, to the extent consistent with the foregoing, in
accordance with the higher of the following standards of care: (1) in the same
manner in which, and with the same care, skill, prudence and diligence with
which the Servicer or Special Servicer, as the case may be, services and
administers similar mortgage loans for other third-party portfolios, giving due
consideration to the customary and usual standards of practice of prudent
institutional, multifamily and commercial mortgage lenders servicing their own
mortgage loans and (2) the same care, skill, prudence and diligence with which
the Servicer or the Special Servicer, as the case may be, services and
administers similar mortgage loans owned by the Servicer or the Special
Servicer, as the case may be, with a view to the maximization of timely recovery
of principal and interest on a net present value basis on the Mortgage Loans or
Specially Serviced Mortgage Loans, as applicable, and the best interests of the
Trust and the Certificateholders, as determined by the Servicer or the Special
Servicer, as the case may be, in its reasonable judgment, but without regard to:
(i) any relationship that the Servicer, the Special Servicer or any Affiliate of
the Servicer or the Special Servicer may have with any Mortgagor, any Mortgage
Loan Seller, or any other parties to this Agreement; (ii) the ownership of any
Certificate by the Servicer, the Special Servicer or any Affiliate of the
Servicer or Special Servicer, as applicable; (iii) the Servicer's or Special
Servicer's, as the case may be, obligation to make Advances; (iv) the Servicer's
or Special Servicer's, as the case may be, right to receive compensation for its
services and reimbursement for its costs hereunder or with respect to any
particular transaction; (v) the ownership, servicing or management for others of
any other mortgage loans or mortgaged properties by the Servicer or Special
Servicer; (vi) any obligation of the Servicer or any of its affiliates (in their
capacity as a Mortgage Loan Seller) to cure a breach of a representation or
warranty or repurchase the Mortgage Loan; and (vii) any debt that the Servicer
or Special Servicer has extended to any Mortgagor (the foregoing, collectively
referred to as the "Servicing Standards"). Without limiting the foregoing,
subject to Section 3.21, the Special Servicer shall be obligated to service and
administer (i) any Mortgage Loans as to which a Servicing Transfer Event has
occurred and is continuing (the "Specially Serviced Mortgage Loans") and (ii)
any REO Properties; provided, that the Servicer shall continue to receive
payments and make all calculations, and prepare, or cause to be prepared, all
reports to the Certificateholders, required hereunder with respect to the
Specially Serviced Mortgage Loans, except for the reports specified herein as
prepared by the Special Servicer, as if no Servicing Transfer Event had occurred
and with respect to the REO Properties (and the related REO Loans) as if no REO
Acquisition had occurred, and to render such incidental services with respect to
such Specially Serviced Mortgage Loans and REO Properties as are specifically
provided for herein; provided, further, however, that the Servicer shall not be
liable for failure to comply with such duties insofar as such failure results
from a failure of the Special Servicer to provide sufficient information to the
Servicer to comply with such duties or failure by the Special Servicer to
otherwise comply with its obligations hereunder. Each Mortgage Loan that becomes
a Specially Serviced Mortgage Loan shall continue as such until satisfaction of
the conditions specified in Section 3.21(a). Without limiting the foregoing,
subject to Section 3.21, the Servicer shall be obligated to service and
administer all Mortgage Loans which are not Specially Serviced Mortgage Loans;
provided, that the Special Servicer shall make the inspections, use its
reasonable efforts to collect the statements and shall prepare the reports in
respect of the related Mortgaged Properties with respect to Specially Serviced
Mortgage Loans in accordance with Section 3.12.
(b) Subject only to the Servicing Standards and the terms of this
Agreement and of the respective Mortgage Loans and applicable law, the Servicer
and the Special Servicer each shall have full power and authority, acting alone
or through Sub-Servicers, to do or cause to be done any and all things in
connection with such servicing and administration for which it is responsible
which it may deem necessary or desirable. Without limiting the generality of the
foregoing, each of the Servicer and the Special Servicer, in its own name, is
hereby authorized and empowered by the Trustee and obligated to execute and
deliver, on behalf of the Certificateholders and the Trustee or any of them,
with respect to each Mortgage Loan it is obligated to service under this
Agreement: (i) any and all financing statements, continuation statements and
other documents or instruments necessary to maintain the lien created by the
related Mortgage or other security document in the related Mortgage File on the
related Mortgaged Property and related collateral; (ii) subject to Section 3.20,
any and all modifications, waivers, amendments or consents to or with respect to
any documents contained in the related Mortgage File; and (iii) any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge, and all other comparable instruments. Subject to Section 3.10, the
Trustee shall, upon the receipt of a written request of a Servicing Officer,
execute and deliver to the Servicer and the Special Servicer any powers of
attorney and other documents prepared by the Servicer and the Special Servicer
and necessary or appropriate to enable the Servicer and the Special Servicer to
carry out their servicing and administrative duties hereunder. Notwithstanding
anything herein to the contrary, neither the Servicer nor the Special Servicer
shall without the Trustee's written consent: (i) initiate any action, suit or
proceeding solely under the Trustee's name without indicating the Servicer's or
the Special Servicer's, as applicable, representative capacity or (ii) take any
action with the intent to cause, and which actually does cause, the Trustee to
be registered to do business in any state. Each of the Servicer and the Special
Servicer shall indemnify the Trustee for any and all reasonable out-of-pocket
costs, liabilities and expenses incurred by the Trustee in connection with the
negligent or willful misuse of such powers of attorney by the Servicer or the
Special Servicer, as applicable.
(c) To the extent the Servicer is permitted pursuant to the terms
of the related Mortgage Loan documents to exercise its discretion with respect
to any action which requires a confirmation of the Rating Agencies that such
action will not result in the downgrade, withdrawal or qualification of the
ratings of any Class of Certificates, the Servicer shall require the costs of
such written confirmation to be borne by the related Mortgagor. To the extent
the terms of the related Mortgage Loan documents require the Mortgagor to bear
the costs of any confirmation of the Rating Agencies that an action will not
result in the downgrade, withdrawal or qualification of the ratings of any Class
of Certificates, the Servicer shall not waive the requirement that such costs
and expenses be borne by the related Mortgagor.
(d) The relationship of each of the Servicer and the Special
Servicer to the Trustee under this Agreement is intended by the parties to be
that of an independent contractor and not that of a joint venturer, partner or
agent.
(e) The Servicer (or the Special Servicer with respect to Escrow
Payments held by the Special Servicer, if any) shall, to the extent permitted by
the related Mortgage Loan documents and consistent with the Servicing Standards,
permit Escrow Payments to be invested only in Permitted Investments.
Section 3.02 Collection of Mortgage Loan Payments.
(a) Each of the Servicer and the Special Servicer shall make
reasonable efforts to collect all payments called for under the terms and
provisions of the Mortgage Loans it is obligated to service hereunder, and shall
follow such collection procedures as are consistent with this Agreement
(including, without limitation, the Servicing Standards), provided, that with
respect to the Mortgage Loans that have Anticipated Prepayment Dates, so long as
the related Mortgagor is in compliance with each provision of the related
Mortgage Loan documents, the Servicer and Special Servicer (including the
Special Servicer in its capacity as a Certificateholder, if applicable), shall
not take any enforcement action with respect to the failure of the related
Mortgagor to make any payment of Excess Interest, other than requests for
collection, until the maturity date of the related Mortgage Loan or the
outstanding principal balance of such Mortgage Loan has been paid in full;
provided, further, that the Servicer or Special Servicer, as the case may be,
may take action to enforce the Trust Fund's right to apply excess cash flow to
principal in accordance with the terms of the Loan Documents. Consistent with
the foregoing, the Servicer, or the Special Servicer each may in its discretion
waive any Late Payment Charges in connection with any delinquent payment on a
Mortgage Loan it is obligated to service hereunder.
(b) All amounts collected on any Mortgage Loan in the form of
payments from Mortgagors, Insurance and Condemnation Proceeds or Liquidation
Proceeds with respect to any Mortgage Loan shall be applied to amounts due and
owing under the related Mortgage Note and Mortgage (including, without
limitation, for principal and accrued and unpaid interest) in accordance with
the express provisions of the related Mortgage Note and Mortgage and, in the
absence of such express provisions, shall be applied (after reimbursement to the
Servicer, the Trustee and/or the Fiscal Agent for any related Servicing Advances
and interest thereon as provided herein): first, as a recovery of accrued and
unpaid interest on such Mortgage Loan at the related Mortgage Rate in effect
from time to time to but not including the Due Date in the Due Period of
receipt; second, as a recovery of principal of such Mortgage Loan then due and
owing; third, in accordance with the Servicing Standards, as a recovery of any
other amounts due and owing on such Mortgage Loan, including, without
limitation, Penalty Charges, Prepayment Premiums, Yield Maintenance Charges and
Excess Interest and fourth, as a recovery of principal of such Mortgage Loan to
the extent of its entire unpaid principal balance. Notwithstanding the
preceding, such provisions shall not be deemed to affect the priority of
distribution of payments. To the extent that such amounts are paid by a party
other than a Mortgagor, such amounts shall be deemed to have been paid in
respect of a purchase of all or part of the Mortgaged Property (in the case of
Insurance and Condemnation Proceeds or Liquidation Proceeds) and then paid by
the Mortgagor under the Mortgage Loan in accordance with the preceding sentence.
Amounts collected on any REO Loan shall be deemed to be applied in accordance
with the definition thereof.
(c) To the extent consistent with the terms of the Mortgage Loans
and applicable law, the Servicer shall apply all Insurance and Condemnation
Proceeds it receives on a day other than the Due Date to amounts due and owing
under the related Mortgage Loan as if such Insurance and Condemnation Proceeds
were received on the Due Date immediately succeeding the month in which such
Insurance and Condemnation Proceeds were received.
(d) In the event that the Servicer or Special Servicer receives
Excess Interest in any Due Period, or receives notice from the related Mortgagor
that the Servicer or Special Servicer will be receiving Excess Interest in any
Due Period, the Servicer or Special Servicer, as applicable, will promptly
notify the Paying Agent and the Directing Certificateholder. Subject to the
provisions of Section 3.02(a) hereof, neither the Servicer nor the Special
Servicer shall be responsible for any such Excess Interest not collected after
notice from the related Mortgagor.
Section 3.03 Collection of Taxes, Assessments and Similar
Items; Servicing Accounts.
(a) The Servicer shall establish and maintain one or more accounts
(the "Servicing Accounts"), into which all Escrow Payments shall be deposited
and retained, and shall administer such Servicing Accounts in accordance with
the Mortgage Loan documents. Amounts on deposit in Servicing Accounts may only
be invested in accordance with the terms of the related Mortgage Loan documents
or in Permitted Investments. Servicing Accounts shall be Eligible Accounts.
Withdrawals of amounts so deposited from a Servicing Account may be made only
to: (i) effect payment of items for which Escrow Payments were collected and
comparable items; (ii) reimburse the Servicer, the Trustee or the Fiscal Agent
for any Servicing Advances; (iii) refund to Mortgagors any sums as may be
determined to be overages; (iv) pay interest to Mortgagors on balances in the
Servicing Account, if required by applicable law or the terms of the related
Mortgage Loan and as described below or, if not so required, to the Servicer;
(v) withdraw amounts deposited in error or (vi) clear and terminate the
Servicing Account at the termination of this Agreement in accordance with
Section 9.01. As part of its servicing duties, the Servicer shall pay or cause
to be paid to the Mortgagors interest on funds in Servicing Accounts, to the
extent required by law or the terms of the related Mortgage Loan.
(b) The Special Servicer, in the case of REO Loans, and the
Servicer, in the case of all other Mortgage Loans, shall maintain accurate
records with respect to each related Mortgaged Property reflecting the status of
real estate taxes, assessments and other similar items that are or may become a
lien thereon and the status of insurance premiums and any ground rents payable
in respect thereof. The Special Servicer, in the case of REO Loans, and the
Servicer, in the case of all other Mortgage Loans, shall use reasonable efforts
consistent with the Servicing Standard to obtain, from time to time, all bills
for the payment of such items (including renewal premiums) and shall effect
payment thereof from the REO Account (in the case of REO Loans) or by the
Servicer as Servicing Advances prior to the applicable penalty or termination
date and, in any event, prior to the institution of foreclosure or similar
proceedings with respect to the related Mortgaged Property for nonpayment of
such items, employing for such purpose Escrow Payments (which shall be so
applied by the Servicer at the written direction of the Special Servicer in the
case of REO Loans) as allowed under the terms of the related Mortgage Loan. The
Servicer or, with respect to any Mortgage Loan that is a Specially Serviced
Mortgage Loan, the Special Servicer shall service and administer any reserve
accounts (including monitoring, maintaining or changing the amounts of required
escrows) in accordance with the terms of such Mortgage Loan and the Servicing
Standards. To the extent that a Mortgage Loan does not require a Mortgagor to
escrow for the payment of real estate taxes, assessments, insurance premiums,
ground rents (if applicable) and similar items, the Special Servicer, in the
case of REO Loans, and the Servicer, in the case of all other Mortgage Loans,
shall use reasonable efforts consistent with the Servicing Standard to enforce
the requirement of the related Mortgage that the Mortgagor make payments in
respect of such items at the time they first become due and, in any event, prior
to the institution of foreclosure or similar proceedings with respect to the
related Mortgaged Property for nonpayment of such items.
(c) In accordance with the Servicing Standards and for all
Mortgage Loans, the Servicer shall advance with respect to each related
Mortgaged Property (including any REO Property) all such funds as are necessary
for the purpose of effecting the payment of (i) real estate taxes, assessments
and other similar items that are or may become a lien thereon, (ii) ground rents
(if applicable) and (iii) premiums on Insurance Policies, in each instance if
and to the extent Escrow Payments collected from the related Mortgagor are
insufficient to pay such item when due and the related Mortgagor has failed to
pay such item on a timely basis, and provided, however, that the particular
advance would not, if made, constitute a Nonrecoverable Servicing Advance and
provided, further, however, that with respect to the payment of taxes and
assessments, the Servicer, the Trustee or the Fiscal Agent, as applicable, shall
not be required to make such advance until the earlier of five Business Days
after the Servicer has received confirmation that such item has not been paid or
the date prior to the date after which any penalty or interest would accrue in
respect of such taxes or assessments. The Special Servicer shall give the
Servicer, the Trustee and the Fiscal Agent no less than five Business Days'
written (facsimile) notice before the date on which the Servicer is requested to
make any Servicing Advance with respect to a given Mortgage Loan or REO
Property. The Special Servicer shall, with respect to any Servicing Advance
required to be made on an emergency or urgent basis (which may include, without
limitation, Servicing Advances required to make tax or insurance payments) make
such advance unless such advance would constitute a Nonrecoverable Advance. In
addition, the Special Servicer shall provide the Servicer, the Trustee and the
Fiscal Agent with such information in its possession as the Servicer, the
Trustee or the Fiscal Agent, as applicable, may reasonably request to enable the
Servicer, the Trustee or the Fiscal Agent, as applicable, to determine whether a
requested Servicing Advance would constitute a Nonrecoverable Advance. All such
Advances shall be reimbursable in the first instance from related collections
from the Mortgagors and further as provided in Section 3.05. No costs incurred
by the Servicer or the Special Servicer in effecting the payment of real estate
taxes, assessments and, if applicable, ground rents on or in respect of the
Mortgaged Properties shall, for purposes hereof, including, without limitation,
calculating monthly distributions to Certificateholders, be added to the unpaid
principal balances of the related Mortgage Loans, notwithstanding that the terms
of such Mortgage Loans so permit.
(d) No more frequently than once per calendar month, the Special
Servicer may require the Servicer, and the Servicer shall be obligated, out of
the Servicer's own funds, to reimburse the Special Servicer for any Servicing
Advances (other than Nonrecoverable Servicing Advances) made by but not
previously reimbursed to the Special Servicer, together with interest thereon at
the Reimbursement Rate from the date made to, but not including, the date of
reimbursement. Such reimbursement and any accompanying payment of interest shall
be made within ten days of the request therefor by wire transfer of immediately
available funds to an account designated by the Special Servicer. Upon the
Servicer's reimbursement to the Special Servicer of any Servicing Advance and
payment to the Special Servicer of interest thereon, all in accordance with this
Section 3.03(d), the Servicer shall for all purposes of this Agreement be deemed
to have made such Servicing Advance at the same time as the Special Servicer
actually made such Servicing Advance, and accordingly, the Servicer shall be
entitled to reimbursement for such Servicing Advance, together with interest
thereon in accordance with Section 3.03(e) below at the same time, in the same
manner and to the same extent as the Servicer would otherwise have been entitled
if it had actually made such Servicing Advance at the time the Special Servicer
did.
Notwithstanding the foregoing provisions of this Section 3.03(d),
the Servicer shall not be required to reimburse the Special Servicer for, or to
make at the direction of the Special Servicer, any Servicing Advance if the
Servicer determines in its reasonable, good faith judgment that such Servicing
Advance, although not characterized by the Special Servicer as a Nonrecoverable
Servicing Advance, is a Nonrecoverable Servicing Advance. The Servicer shall
notify the Special Servicer in writing of such determination and, if applicable,
such Nonrecoverable Servicing Advance shall be reimbursed to the Special
Servicer out of the Certificate Account pursuant to Section 3.03(e) below. The
Special Servicer shall provide the Servicer with any information the Servicer
reasonably requests to determine whether any Servicing Advance would be a
Nonrecoverable Advance.
(e) In connection with its recovery of any Servicing Advance out
of the Certificate Account pursuant to Section 3.05(a), each of the Servicer,
the Special Servicer, the Trustee and the Fiscal Agent, as the case may be,
shall be entitled to receive, first out of any Penalty Charges (as described in
Section 3.11), and then out of any amounts then on deposit in the Certificate
Account, interest at the Reimbursement Rate in effect from time to time, accrued
on the amount of such Servicing Advance from the date made to, but not
including, the date of reimbursement. The Servicer shall reimburse itself, the
Special Servicer, the Trustee or the Fiscal Agent, as the case may be, for any
outstanding Servicing Advance as soon as practically possible after funds
available for such purpose are deposited in the Certificate Account.
(f) To the extent an operations and maintenance plan is required
to be established and executed pursuant to the terms of a Mortgage Loan, the
Servicer shall request from the Mortgagor written confirmation thereof within a
reasonable time after the later of the Closing Date and the date as of which
such plan is required to be established or completed. To the extent any repairs,
capital improvements, actions or remediations are required to have been taken or
completed pursuant to the terms of the Mortgage Loan, the Servicer shall request
from the Mortgagor written confirmation of such actions and remediations within
a reasonable time after the later of the Closing Date and the date as of which
such action or remediations are required to be or to have been taken or
completed. To the extent a Mortgagor shall fail to promptly respond to any
inquiry described in this Section 3.03(f), the Servicer shall, in accordance
with the Servicing Standards, determine whether the related Mortgagor has failed
to perform its obligations under the related Mortgage Loan and report any such
failure to the Special Servicer within a reasonable time after the later of
April 15, 2002 and the date as of which such actions or remediations are
required to be or to have been taken or completed.
Section 3.04 The Certificate Account, the Lower-Tier and Upper-Tier
Distribution Accounts and the Excess Interest Distribution Account.
(a) The Servicer shall establish and maintain, or cause to be
established and maintained, one or more Certificate Accounts in which the
Servicer shall deposit or cause to be deposited on a daily basis (and in no
event later than the Business Day following receipt of available funds), except
as otherwise specifically provided herein, the following payments and
collections received or made by or on behalf of it subsequent to the Cut-off
Date (other than in respect of principal and interest on the Mortgage Loans due
and payable on or before the Cut-off Date, which payments shall be delivered
promptly to the appropriate Mortgage Loan Seller or its designee and other than
any amounts received from Mortgagors which are received in connection with the
purchase of defeasance collateral), or payments (other than Principal
Prepayments) received by it on or prior to the Cut-off Date but allocable to a
period subsequent thereto:
(i) all payments on account of principal, including Principal
Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage Loans (net
of the Servicing Fees), including Excess Interest, Prepayment Premiums,
Yield Maintenance Charges and Penalty Charges (subject to Section 3.11
herein);
(iii) all Insurance and Condemnation Proceeds and Liquidation
Proceeds received in respect of any Mortgage Loan or REO Property (other
than Liquidation Proceeds that are received in connection with the
purchase by the Servicer or the Special Servicer of all the Mortgage Loans
and any REO Properties in the Trust Fund and that are to be deposited in
the Lower-Tier Distribution Account pursuant to Section 9.01);
(iv) any amounts required to be transferred from the REO Account
pursuant to Section 3.16(c);
(v) any amounts required to be deposited by the Servicer pursuant to
Section 3.06 in connection with losses incurred with respect to Permitted
Investments of funds held in the Certificate Account;
(vi) deposits of Compensating Interest Payments by the Servicer; and
(vii) any amounts required to be deposited by the Servicer or the
Special Servicer pursuant to Section 3.07(b) in connection with losses
resulting from a deductible clause in a blanket hazard or master single
interest policy.
The foregoing requirements for deposit in the Certificate Account
shall be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, actual payments from Mortgagors in the nature of
Escrow Payments, charges for beneficiary statements or demands, assumption fees,
modification fees, extension fees or amounts collected for Mortgagor checks
returned for insufficient funds need not be deposited by the Servicer in the
Certificate Account. If the Servicer shall deposit in the Certificate Account
any amount not required to be deposited therein, it may at any time withdraw
such amount from the Certificate Account, any provision herein to the contrary
notwithstanding. Assumption, extension and modification fees actually received
from Mortgagors on Specially Serviced Mortgage Loans shall be promptly delivered
to the Special Servicer as additional servicing compensation, but only to the
extent the payment of such fees are in accordance with the second paragraph of
Section 3.11(b) and any other terms hereof.
Upon receipt of any of the foregoing amounts in clauses (i)-(iii)
above with respect to any Specially Serviced Mortgage Loans, the Special
Servicer shall remit within one Business Day such amounts to the Servicer for
deposit into the Certificate Account in accordance with the second preceding
paragraph. Any such amounts received by the Special Servicer with respect to an
REO Property shall be deposited by the Special Servicer into the REO Account and
remitted to the Servicer for deposit into the Certificate Account pursuant to
Section 3.16(c). With respect to any such amounts paid by check to the order of
the Special Servicer, the Special Servicer shall endorse without recourse or
warranty such check to the order of the Servicer and shall promptly deliver any
such check to the Servicer by overnight courier.
Funds in the Certificate Account may only be invested in Permitted
Investments in accordance with the provisions of Section 3.06. The Servicer
shall give notice to the Trustee, the Special Servicer and the Depositor of the
location of the Certificate Account as of the Closing Date and of the new
location of the Certificate Account prior to any change thereof.
(b) The Paying Agent, on behalf of the Trustee for the benefit of
the Certificateholders and the Trustee (as holder of the Uncertificated
Lower-Tier Interests), shall establish and maintain the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account, the Excess Interest Distribution
Account and the Interest Reserve Account in trust for the benefit of the
Certificateholders and the Trustee (as holder of the Uncertificated Lower-Tier
Interests). The Trustee hereby authorizes the Paying Agent to make deposits in
and withdrawals from the Distribution Accounts in accordance with the terms of
this Agreement. The Servicer shall deliver to the Paying Agent each month on or
before the P&I Advance Date therein, for deposit in the Lower-Tier Distribution
Account, that portion of the Available Distribution Amount (calculated without
regard to clause (a)(iv), (a)(vii) and (c) and (d) of the definition thereof)
for the related Distribution Date then on deposit in the Certificate Account.
The Lower-Tier Distribution Account, the Upper-Tier Distribution
Account, the Excess Interest Distribution Account and the Interest Reserve
Account shall be maintained as segregated accounts separate from other accounts
or as subaccounts of a single Distribution Account.
In addition to the amounts required to be deposited in the
Lower-Tier Distribution Account pursuant to the second preceding paragraph, the
Servicer shall, as and when required hereunder, deliver to the Paying Agent for
deposit in the Lower-Tier Distribution Account:
(i) [reserved]
(ii) any P&I Advances required to be made by the Servicer in
accordance with Section 4.03;
(iii) any Liquidation Proceeds paid by the Servicer or the Special
Servicer in connection with the purchase of all of the Mortgage Loans and
any REO Properties in the Trust Fund pursuant to Section 9.01 (exclusive
of that portion thereof required to be deposited in the Certificate
Account pursuant to Section 9.01);
(iv) any Yield Maintenance Charges or Prepayment Premiums; and
(v) any other amounts required to be so delivered for deposit in the
Lower-Tier Distribution Account pursuant to any provision of this
Agreement.
If, as of 5:00 p.m., New York City time, on any P&I Advance Date or
on such other date as any amount referred to in the foregoing clauses (i)
through (v) are required to be delivered hereunder, the Servicer shall not have
delivered to the Paying Agent for deposit in the Lower-Tier Distribution Account
and the Excess Interest Distribution Account the amounts required to be
deposited therein pursuant to the provisions of this Agreement, the Servicer
shall pay the Paying Agent interest on such late payment at the Prime Rate from
the time such payment was required to be made (without regards to any grace
period) until such late payment is received by the Paying Agent.
The Paying Agent shall, upon receipt, deposit in the Lower-Tier
Distribution Account any and all amounts received by the Paying Agent that are
required by the terms of this Agreement to be deposited therein. In the event
the Trustee receives any amounts required to be remitted to the Paying Agent or
the Lower-Tier Distribution Account pursuant to the terms hereof, the Trustee
shall remit such amounts as soon as possible, but in no event later than one
Business Day following receipt. Each of the Trustee and the Fiscal Agent shall
remit to the Paying Agent for deposit in the Lower-Tier Distribution Account any
P&I Advances required to be made by it in accordance with Section 7.05.
Promptly on each Distribution Date, the Paying Agent shall withdraw
from the Lower-Tier Distribution Account and deposit in the Upper-Tier
Distribution Account an aggregate amount of immediately available funds equal to
the Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and
Yield Maintenance Charges for such Distribution Date allocated in payment of the
Uncertificated Lower-Tier Interests as specified in Sections 4.01(b) and
4.01(d), respectively.
Funds on deposit in the Interest Reserve Account and/or the
Certificate Account may only be invested in Permitted Investments in accordance
with the provisions of Section 3.06. As of the Closing Date, the Certificate
Account shall be located at Bankers Trust Company. As of the Closing Date, the
Excess Interest Distribution Account, the Interest Reserve Account, the
Upper-Tier Distribution Account and the Lower-Tier Distribution Account shall be
located at the offices of the Paying Agent. The Paying Agent shall give notice
to the Trustee, the Servicer and the Depositor of the location of the Upper-Tier
Distribution Account and the Lower-Tier Distribution Account and of the new
location of the Distribution Accounts prior to any change thereof.
(c) Prior to any Due Period during which Excess Interest is
received, and upon notification from the Servicer or Special Servicer pursuant
to Section 3.02(d), the Paying Agent, on behalf of the Certificateholders shall
establish and maintain the Excess Interest Distribution Account in the name of
the Paying Agent in trust for the benefit of the Class S Certificateholders. The
Excess Interest Distribution Account shall be established and maintained as an
Eligible Account or as a subaccount of the Distribution Account. Prior to the
applicable Distribution Date, the Servicer shall remit to the Paying Agent for
deposit in the Excess Interest Distribution Account an amount equal to the
Excess Interest received during the applicable Due Period.
Following the distribution of Excess Interest to Class S
Certificateholders on the first Distribution Date after which there are no
longer any Mortgage Loans outstanding which pursuant to their terms could pay
Excess Interest, the Paying Agent shall terminate the Excess Interest
Distribution Account.
Section 3.05 Permitted Withdrawals From the Certificate
Account and the Distribution Accounts.
(a) The Servicer may, from time to time, make withdrawals from the
Certificate Account for any of the following purposes:
(i) to remit to the Paying Agent for deposit in the Lower-Tier
Distribution Account and the Excess Interest Distribution Account the
amounts required to be remitted pursuant to the first paragraph of Section
3.04(b) and Section 3.04(c) or that may be applied to make P&I Advances
pursuant to Section 4.03(a);
(ii) to pay (A) itself unpaid Servicing Fees and the Special
Servicer unpaid Special Servicing Fees, Liquidation Fees and Workout Fees
in respect of each Mortgage Loan, Specially Serviced Mortgage Loan and REO
Loan, as applicable, the Servicer's or Special Servicer's, as applicable,
rights to payment of Servicing Fees and Special Servicing Fees pursuant to
this clause (ii)(A) with respect to any Mortgage Loan, Specially Serviced
Mortgage Loan or REO Loan, as applicable, being limited to amounts
received on or in respect of such Mortgage Loan (whether in the form of
payments, Liquidation Proceeds or Insurance and Condemnation Proceeds) or
such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds
or Insurance and Condemnation Proceeds), that are allocable as recovery of
interest thereon and (B) to pay the Special Servicer any unpaid Special
Servicing Fees in respect of each Specially Serviced Loan or REO Loan, as
applicable, remaining unpaid out of general collections on the Mortgage
Loans and REO Properties;
(iii) to reimburse itself, the Trustee or the Fiscal Agent, as
applicable (in reverse of such order with respect to any Mortgage Loan),
for unreimbursed P&I Advances, the Servicer's, the Trustee's or the Fiscal
Agent's right to reimbursement pursuant to this clause (iii) being limited
to amounts received which represent Late Collections during the applicable
period;
(iv) to reimburse itself, the Special Servicer, the Trustee or the
Fiscal Agent, as applicable (in reverse of such order with respect to any
Mortgage Loan or REO Property), for unreimbursed Servicing Advances, the
Servicer's, the Special Servicer's, the Trustee's or the Fiscal Agent's
respective rights to receive payment pursuant to this clause (iv) with
respect to any Mortgage Loan or REO Property being limited to, as
applicable, related payments, Liquidation Proceeds, Insurance and
Condemnation Proceeds and REO Revenues;
(v) to reimburse itself, the Special Servicer, the Trustee or the
Fiscal Agent, as applicable (in reverse of such order with respect to any
Mortgage Loan or REO Property), out of general collections on the Mortgage
Loans and REO Properties for Nonrecoverable Advances previously made or to
pay itself out of general collections on the Mortgage Loans and REO
Properties, with respect to any Mortgage Loan or REO Property any related
earned Servicing Fee that remained unpaid in accordance with clause (ii)
above following a Final Recovery Determination made with respect to such
Mortgage Loan or REO Property and the deposit into the Certificate Account
of all amounts received in connection therewith;
(vi) at such time as it reimburses itself, the Trustee or the Fiscal
Agent, as applicable (in reverse of such order with respect to any
Mortgage Loan or REO Property), for (a) any unreimbursed P&I Advance
pursuant to clause (iii) above, to pay itself, the Trustee or the Fiscal
Agent, as applicable, any interest accrued and payable thereon in
accordance with Sections 4.03(d) and 3.11(c), (b) any unreimbursed
Servicing Advances pursuant to clause (iv) above, to pay itself, the
Special Servicer, the Trustee or the Fiscal Agent, as the case may be, any
interest accrued and payable thereon in accordance with Sections 3.03(e)
and 3.11(c) or (c) any Nonrecoverable Advances pursuant to clause (v)
above, to pay itself, the Special Servicer, the Trustee or the Fiscal
Agent, as the case may be, any interest accrued and payable thereon;
(vii) to reimburse itself, the Special Servicer, the Depositor or
the Trustee, as the case may be, for any unreimbursed expenses reasonably
incurred by such Person in respect of any Breach or Defect giving rise to
a repurchase obligation of the applicable Mortgage Loan Seller under
Section 3 of the applicable Mortgage Loan Purchase Agreement, including,
without limitation, any expenses arising out of the enforcement of the
repurchase obligation, each such Person's right to reimbursement pursuant
to this clause (vii) with respect to any Mortgage Loan being limited to
that portion of the Purchase Price paid for such Mortgage Loan that
represents such expense in accordance with clause (iv) of the definition
of Purchase Price;
(viii) in accordance with Section 2.03(e), to reimburse itself or
the Trustee, as the case may be, out of general collections on the
Mortgage Loans and REO Properties for any unreimbursed expense reasonably
incurred by such Person in connection with the enforcement of the
applicable Mortgage Loan Seller's obligations under Section 3 of the
applicable Mortgage Loan Purchase Agreement, but only to the extent that
such expenses are not reimbursable pursuant to clause (vii) above or
otherwise;
(ix) [reserved];
(x) to pay itself, as additional servicing compensation in
accordance with Section 3.11(a), (a) (A) interest and investment income
earned in respect of amounts relating to the Trust Fund held in the
Certificate Account as provided in Section 3.06(b) (but only to the extent
of the Net Investment Earnings with respect to the Certificate Account for
any period from any Distribution Date to the immediately succeeding P&I
Advance Date) and (B) Penalty Charges on Mortgage Loans (other than
Specially Serviced Mortgage Loans), but only to the extent collected from
the related Mortgagor and to the extent that all amounts then due and
payable with respect to the related Mortgage Loan have been paid and are
not needed to pay interest on Advances in accordance with Section 3.11;
and (b) to pay the Special Servicer, as additional servicing compensation
in accordance with the second paragraph of Section 3.11, Penalty Charges
on Specially Serviced Mortgage Loans (but only to the extent collected
from the related Mortgagor and to the extent that all amounts then due and
payable with respect to the related Specially Serviced Mortgage Loan have
been paid and are not needed to pay interest on Advances, all in
accordance with Section 3.11);
(xi) to recoup any amounts deposited in the Certificate Account in
error;
(xii) to pay itself, the Special Servicer, the Depositor or any of
their respective directors, officers, members, managers, employees and
agents, as the case may be, any amounts payable to any such Person
pursuant to Sections 6.03(a) or 6.03(b);
(xiii) to pay for (a) the cost of the Opinions of Counsel
contemplated by Sections 3.16(a) and 10.01(f) to the extent payable out of
the Trust Fund, (b) the cost of any Opinion of Counsel contemplated by
Sections 11.01(a) or 11.01(c) in connection with an amendment to this
Agreement requested by the Trustee or the Servicer, which amendment is in
furtherance of the rights and interests of Certificateholders and (c) the
cost of obtaining the REO Extension contemplated by Section 3.16(a);
(xiv) to pay out of general collections on the Mortgage Loans and
REO Properties any and all federal, state and local taxes imposed on the
Upper-Tier REMIC, the Lower-Tier REMIC or any of their assets or
transactions, together with all incidental costs and expenses, to the
extent that none of the Servicer, the Special Servicer, the Paying Agent
or the Trustee is liable therefor pursuant to Section 10.01(g);
(xv) to reimburse the Paying Agent out of general collections on the
Mortgage Loans and REO Properties for expenses incurred by and
reimbursable to it by the Trust Fund pursuant to Section 10.01(c);
(xvi) to pay itself, the Special Servicer, or the Mortgage Loan
Sellers, as the case may be, with respect to each Mortgage Loan, if any,
previously purchased by such Person pursuant to this Agreement, all
amounts received thereon subsequent to the date of purchase relating to
periods after the date of purchase;
(xvii) to remit to the Paying Agent for deposit in the Interest
Reserve Account the amounts required to be deposited in the Interest
Reserve Account pursuant to Section 3.25;
(xviii) to clear and terminate the Certificate Account at the
termination of this Agreement pursuant to Section 9.01; and
(xix) to pay to the Servicer, the Special Servicer, the Trustee, the
Fiscal Agent or the Depositor, as the case may be, any amount specifically
required to be paid to such Person at the expense of the Trust Fund under
any provision of this Agreement to which reference is not made in any
other clause of this Section 3.05(a), it being acknowledged that this
clause (xix) shall not be construed to modify any limitation or
requirement otherwise set forth in this Agreement as to the time at which
any Person is entitled to payment or reimbursement of any amount or as to
the funds from which any such payment or reimbursement is permitted to be
made.
The Servicer shall keep and maintain separate accounting records, on
a loan-by-loan and property-by-property basis when appropriate, for the purpose
of justifying any withdrawal from the Certificate Account.
In connection with the Special Servicer's assignment of rights and
delegation of duties and obligations to KRECM pursuant to a special
Sub-Servicing Agreement, as and to the extent permitted under Section 3.22, the
Special Servicer shall provide written directions to the Servicer to authorize
and direct the Servicer to withdraw from the Certificate Account and pay
directly to KRECM any and all items that are payable to KRECM that the Servicer
would otherwise withdraw and pay to the Special Servicer pursuant to this
Section 3.05(a), and the Servicer shall act in accordance with all such written
directions from the Special Servicer.
The Servicer shall pay to the Special Servicer (or to third party
contractors at the direction of the Special Servicer) from the Certificate
Account amounts permitted to be paid to it (or to such third party contractors)
therefrom promptly upon receipt of a certificate of a Servicing Officer of the
Special Servicer describing the item and amount to which the Special Servicer
(or any such third party contractor) is entitled. The Servicer may rely
conclusively on any such certificate and shall have no duty to re-calculate the
amounts stated therein. The Special Servicer shall keep and maintain separate
accounting for each Specially Serviced Mortgage Loan and REO Loan, on a
loan-by-loan and property-by-property basis, for the purpose of justifying any
request for withdrawal from the Certificate Account.
(b) The Paying Agent, on behalf of the Trustee, may, from time to
time, make withdrawals from the Lower-Tier Distribution Account for any of the
following purposes:
(i) to make deposits of the Lower-Tier Distribution Amount pursuant
to Section 4.01(b) and the amount of any Prepayment Premiums and Yield
Maintenance Charges distributable pursuant to Section 4.01(d) in the
Upper-Tier Distribution Account and to make distributions on the Class LR
Certificates pursuant to section 4.01(b);
(ii) [Intentionally Omitted];
(iii) to pay the Trustee accrued but unpaid Trustee Fees;
(iv) to pay to the Trustee or the Fiscal Agent or any of their
directors, officers, employees and agents, as the case may be, any amounts
payable or reimbursable to any such Person pursuant to Section 8.05(b);
and
(v) to clear and terminate the Lower-Tier Distribution Account at
the termination of this Agreement pursuant to Section 9.01.
(c) The Paying Agent, on behalf of the Trustee, may make
withdrawals from the Upper-Tier Distribution Account for any of the following
purposes:
(i) to make distributions to Certificateholders (other than Holders
of the Class LR Certificates) on each Distribution Date pursuant to
Section 4.01 or 9.01, as applicable;
(ii) [Intentionally Omitted]; and
(iii) to clear and terminate the Upper-Tier Distribution Account at
the termination of this Agreement pursuant to Section 9.01.
(d) Notwithstanding anything herein to the contrary, with respect
to any Mortgage Loan, (i) if amounts on deposit in the Certificate Account and
the Lower-Tier Distribution Account are not sufficient to pay the full amount of
the Servicing Fee listed in Section 3.05(a)(ii) and the Trustee Fee listed in
Section 3.05(b)(iii), then the Trustee Fee shall be paid in full prior to the
payment of any Servicing Fees payable under Section 3.05(a)(ii) and (ii) if
amounts on deposit in the Certificate Account are not sufficient to reimburse
the full amount of Advances and interest thereon listed in Sections
3.05(a)(iii), (iv), (v) and (vi), then reimbursements shall be paid first to the
Fiscal Agent, second to the Trustee and third to the Servicer.
Section 3.06 Investment of Funds in the Certificate Account,
the Interest Reserve Account and the REO Account.
(a) The Servicer may direct (or direct the Paying Agent to direct
in the case of the Interest Reserve Account) any depository institution
maintaining the Interest Reserve Account or the Certificate Account (each, for
purposes of this Section 3.06, an "Investment Account") and the Special Servicer
may direct any depository institution maintaining the REO Account (also for
purpose of this Section 3.06, an "Investment Account") to invest, or if it is
such depository institution, may itself invest, the funds held therein only in
one or more Permitted Investments bearing interest or sold at a discount, and
maturing, unless payable on demand, (i) no later than the Business Day
immediately preceding the next succeeding date on which such funds are required
to be withdrawn from such account pursuant to this Agreement, if a Person other
than the depository institution maintaining such account is the obligor thereon
and (ii) no later than the date on which such funds are required to be withdrawn
from such account pursuant to this Agreement, if the depository institution
maintaining such account is the obligor thereon. All such Permitted Investments
shall be held to maturity, unless payable on demand. Any investment of funds in
an Investment Account shall be made in the name of the Trustee (in its capacity
as such). The Servicer (in the case of the Certificate Account) or the Special
Servicer (in the case of the REO Account), on behalf of the Trustee, shall
maintain continuous physical possession of any Permitted Investment of amounts
in the Certificate Account or REO Account that is either (i) a "certificated
security," as such term is defined in the UCC (such that the Trustee shall have
control pursuant to Section 8-106 of the UCC) or (ii) other property in which a
secured party may perfect its security interest by physical possession under the
UCC or any other applicable law. Funds on deposit in the Distribution Accounts,
if any, shall remain uninvested. In the case of any Permitted Investment held in
the form of a "security entitlement" (within the meaning of Section 8-102(a)(17)
of the UCC), the Servicer or the Special Servicer, as applicable, shall take or
cause to be taken such action as the Trustee deems reasonably necessary to cause
the Trustee to have control over such security entitlement. In the event amounts
on deposit in an Investment Account are at any time invested in a Permitted
Investment payable on demand, the Servicer (in the case of the Certificate
Account), the Special Servicer (in the case of the REO Account) or the Paying
Agent (in the case of the Interest Reserve Account) shall:
(i) consistent with any notice required to be given thereunder,
demand that payment thereon be made on the last day such Permitted
Investment may otherwise mature hereunder in an amount equal to the lesser
of (a) all amounts then payable thereunder and (b) the amount required to
be withdrawn on such date; and
(ii) demand payment of all amounts due thereunder promptly upon
determination by the Servicer, the Special Servicer, the Trustee or the
Paying Agent, as the case may be, that such Permitted Investment would not
constitute a Permitted Investment in respect of funds thereafter on
deposit in the Investment Account.
(b) Interest and investment income realized on funds deposited in
each of the Certificate Account and Interest Reserve Account, to the extent of
the Net Investment Earnings, if any, with respect to such account for each
period from any Distribution Date to the immediately succeeding P&I Advance
Date, shall be for the sole and exclusive benefit of the Servicer and shall be
subject to its withdrawal, or withdrawal at its direction, in accordance with
Section 3.05(a), 3.05(b) or 3.05(c), as the case may be. The Paying Agent shall
remit to the Servicer all Net Investment Earnings on the Interest Reserve
Account. Interest and investment income realized on funds deposited in the REO
Account, to the extent of the Net Investment Earnings, if any, with respect to
such account for each period from any Distribution Date to the immediately
succeeding P&I Advance Date, shall be for the sole and exclusive benefit of the
Special Servicer and shall be subject to its withdrawal in accordance with
Section 3.16(c). In the event that any loss shall be incurred in respect of any
Permitted Investment on deposit in any of the Certificate Account, the Interest
Reserve Account or the REO Account, the Servicer (in the case of the Certificate
Account and the Interest Reserve Account) and the Special Servicer (in the case
of the REO Account) shall deposit therein, no later than the P&I Advance Date,
without right of reimbursement, the amount of Net Investment Loss, if any, with
respect to such account for the period from the immediately preceding
Distribution Date to such P&I Advance Date provided, that neither the Servicer
nor the Special Servicer shall be required to deposit any loss on an investment
of funds in an Investment Account if such loss is incurred solely as a result of
the insolvency of the federal or state chartered depository institution or trust
company that holds such Investment Account, so long as such depository
institution or trust company satisfied the qualifications set forth in the
definition of Eligible Account at the time such investment was made.
(c) Except as otherwise expressly provided in this Agreement, if
any default occurs in the making of a payment due under any Permitted
Investment, or if a default occurs in any other performance required under any
Permitted Investment, the Trustee may and, subject to Section 8.02, upon the
request of Holders of Certificates entitled to a majority of the Voting Rights
allocated to any Class shall, take such action as may be appropriate to enforce
such payment or performance, including the institution and prosecution of
appropriate proceedings.
Section 3.07 Maintenance of Insurance Policies; Errors and
Omissions and Fidelity Coverage.
(a) The Servicer shall use its reasonable best efforts to cause
the Mortgagor to maintain, to the extent required by the terms of the related
Mortgage Note, or if the Mortgagor does not so maintain, shall itself maintain,
for each Mortgage Loan all insurance coverage as is required under the related
Mortgage (to the extent that the Trustee has an insurable interest and such
insurance coverage is available at commercially reasonable rates, consistent
with the Servicing Standards); provided, however, that if any Mortgage permits
the holder thereof to dictate to the Mortgagor the insurance coverage to be
maintained on such Mortgaged Property, the Servicer shall impose such insurance
requirements as are consistent with the Servicing Standards. Subject to Section
3.17(a), the Special Servicer shall maintain for each REO Property no less
insurance coverage than was previously required of the Mortgagor under the
related Mortgage Loan (to the extent available at commercially reasonable
rates). All Insurance Policies maintained by the Servicer or the Special
Servicer shall (i) contain a "standard" mortgagee clause, with loss payable to
the Servicer on behalf of the Trustee (in the case of insurance maintained in
respect of Mortgage Loans other than REO Properties), (ii) be in the name of the
Trustee (in the case of insurance maintained in respect of REO Properties),
(iii) include coverage in an amount not less than the lesser of (x) the full
replacement cost of the improvements securing Mortgaged Property or the REO
Property, as applicable, or (y) the outstanding principal balance owing on the
related Mortgage Loan or REO Loan, as applicable, and in any event, the amount
necessary to avoid the operation of any co-insurance provisions, (iv) include a
replacement cost endorsement providing no deduction for depreciation (unless
such endorsement is not permitted under the related Mortgage Loan documents),
(v) be noncancellable without 30 days prior written notice to the insured party
(except in the case of nonpayment, in which case such policy shall not be
cancelled without 10 days prior notice) and (vi) be issued by a Qualified
Insurer authorized under applicable law to issue such Insurance Policies. Any
amounts collected by the Servicer or the Special Servicer under any such
Insurance Policies (other than amounts to be applied to the restoration or
repair of the related Mortgaged Property or REO Property or amounts to be
released to the related Mortgagor, in each case in accordance with the Servicing
Standards and the provisions of the related Mortgage Loan) shall be deposited in
the Certificate Account or the REO Account with respect to REO Properties,
subject to withdrawal pursuant to Section 3.05(a). Any costs incurred by the
Servicer in maintaining any such Insurance Policies in respect of Mortgage Loans
(other than REO Properties) (i) if the Mortgagor defaults on its obligation to
do so, shall be advanced by the Servicer as a Servicing Advance and will be
charged to the related Mortgagor and (ii) shall not, for purposes thereof,
including, without limitation, calculating monthly distributions to
Certificateholders, be added to the unpaid principal balance of the related
Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit.
Any cost incurred by the Special Servicer in maintaining any such Insurance
Policies with respect to REO Properties shall be an expense of the Trust payable
out of the related REO Account pursuant to Section 3.16(c) or, if the amount on
deposit therein is insufficient therefor, advanced by the Servicer as a
Servicing Advance.
(b) (i) If the Servicer or the Special Servicer shall obtain and
maintain a blanket Insurance Policy with a Qualified Insurer insuring against
fire and hazard losses on all of the Mortgage Loans or REO Properties, as the
case may be, required to be serviced and administered hereunder, then, to the
extent such Insurance Policy provides protection equivalent to the individual
policies otherwise required, the Servicer or the Special Servicer shall
conclusively be deemed to have satisfied its obligation to cause fire and hazard
insurance to be maintained on the related Mortgaged Properties or REO
Properties. Such Insurance Policy may contain a deductible clause, in which case
the Servicer or the Special Servicer shall, if there shall not have been
maintained on the related Mortgaged Property or REO Property a fire and hazard
Insurance Policy complying with the requirements of Section 3.07(a), and there
shall have been one or more losses which would have been covered by such
Insurance Policy, promptly deposit into the Certificate Account from its own
funds the amount of such loss or losses that would have been covered under the
individual policy but are not covered under the blanket Insurance Policy because
of such deductible clause to the extent that any such deductible exceeds the
deductible limitation that pertained to the related Mortgage Loan, or in the
absence of such deductible limitation, the deductible limitation which is
consistent with the Servicing Standard. In connection with its activities as
administrator and Servicer of the Mortgage Loans, the Servicer agrees to prepare
and present, on behalf of itself, the Trustee and Certificateholders, claims
under any such blanket Insurance Policy in a timely fashion in accordance with
the terms of such policy. The Special Servicer, to the extent consistent with
the Servicing Standards, may maintain, earthquake insurance on REO Properties,
provided coverage is available at commercially reasonable rates, the cost of
which shall be a Servicing Advance.
(ii) If the Servicer or the Special Servicer shall cause any
Mortgaged Property or REO Property to be covered by a master single interest or
force-placed insurance policy with a Qualified Insurer naming the Servicer or
the Special Servicer, as applicable, on behalf of the Trustee (or the Trustee in
the case of the Special Servicer) as the loss payee, then to the extent such
Insurance Policy provides protection equivalent to the individual policies
otherwise required, the Servicer or the Special Servicer shall conclusively be
deemed to have satisfied its obligation to cause such insurance to be maintained
on the related Mortgaged Properties and REO Properties. In the event the
Servicer or the Special Servicer shall cause any Mortgaged Property or REO
Property to be covered by such master single interest or force-placed insurance
policy, the incremental costs of such insurance applicable to such Mortgaged
Property or REO Property (i.e., other than any minimum or standby premium
payable for such policy whether or not any Mortgaged Property or REO Property is
covered thereby) shall be paid by the Servicer as a Servicing Advance. Such
master single interest or force-placed policy may contain a commercially
reasonable deductible clause, in which case the Servicer or the Special Servicer
shall, in the event that there shall not have been maintained on the related
Mortgaged Property or REO Property a policy otherwise complying with the
provisions of Section 3.07(a), and there shall have been one or more losses
which would have been covered by such policy had it been maintained, deposit
into the Certificate Account from its own funds the amount not otherwise payable
under the master single interest or force-placed insurance policy because of
such deductible clause, to the extent that any such deductible exceeds the
deductible limitation set forth in the related Mortgage Loan documents for the
original policy that pertained to the related Mortgage Loan, or, in the absence
of any such deductible limitation, the deductible limitation which is consistent
with the Servicing Standards.
(c) Each of the Servicer and the Special Servicer shall obtain and
maintain at its own expense and keep in full force and effect throughout the
term of this Agreement a blanket fidelity bond and an errors and omissions
Insurance Policy with a Qualified Insurer covering the Servicer's and the
Special Servicer's, as applicable, officers and employees and other persons
acting on behalf of the Servicer and the Special Servicer in connection with its
activities under this Agreement. Notwithstanding the foregoing, so long as the
long term debt or the deposit obligations or claims-paying ability of the
Servicer (or its immediate or remote parent) is rated at least "A" by Fitch and
"A2" by Moody's (or if not rated by Moody's, at least "A+" by Standard & Poor's
Ratings Group), the Servicer shall be allowed to provide self-insurance with
respect to a fidelity bond and an errors and omissions Insurance Policy. The
amount of coverage shall be at least equal to the coverage that would be
required by Fannie Mae or Freddie Mac, whichever is greater, with respect to the
Servicer or the Special Servicer if the Servicer or the Special Servicer, as
applicable, were servicing and administering the Mortgage Loans or Specially
Serviced Mortgage Loans, as applicable, for Fannie Mae or Freddie Mac. Coverage
of the Servicer or the Special Servicer under a policy or bond obtained by an
Affiliate of the Servicer or the Special Servicer and providing the coverage
required by this Section 3.07(c) shall satisfy the requirements of this Section
3.07(c). The Special Servicer and the Servicer will promptly report in writing
to the Trustee any material changes that may occur in their respective fidelity
bonds, if any, and/or their respective errors and omissions Insurance Policies,
as the case may be, and will furnish to the Trustee copies of all binders and
policies or certificates evidencing that such bonds, if any, and insurance
policies are in full force and effect. The Servicer and the Special Servicer
shall each cause the Trustee to be an additional loss payee on any policy
currently in place or procured pursuant to the requirements of this Section
3.07(c).
(d) At the time the Servicer determines in accordance with the
Servicing Standard that any Mortgaged Property shall be in a federally
designated special flood hazard area (and such flood insurance has been made
available and is required by FEMA), the Servicer will use reasonable efforts to
cause the related Mortgagor (in accordance with applicable law and the terms of
the Mortgage Loan documents) to maintain, and, if the related Mortgagor shall
default in its obligation to so maintain, shall itself maintain to the extent
available at commercially reasonable rates (as determined by the Servicer in
accordance with the Servicing Standards), flood insurance in respect thereof,
but only to the extent the related Mortgage Loan permits the mortgagee to
require such coverage and the maintenance of such coverage is consistent with
the Servicing Standards. Such flood insurance shall be in an amount equal to the
lesser of (i) the unpaid principal balance of the related Mortgage Loan, and
(ii) the maximum amount of insurance which is available under the National Flood
Insurance Act of 1968, as amended. If the cost of any insurance described above
is not borne by the Mortgagor, the Servicer shall promptly make a Servicing
Advance for such costs.
(e) During all such times as any REO Property shall be located in
a federally designated special flood hazard area, the Special Servicer will
cause to be maintained, to the extent available at commercially reasonable rates
(as determined by the Special Servicer in accordance with the Servicing
Standards), a flood insurance policy (if such insurance is required by FEMA)
meeting the requirements of the current guidelines of the Federal Insurance
Administration in an amount representing coverage not less than the maximum
amount of insurance which is available under the National Flood Insurance Act of
1968, as amended. The cost of any such flood insurance with respect to an REO
Property shall be an expense of the Trust payable out of the related REO Account
pursuant to Section 3.16(c) or, if the amount on deposit therein is insufficient
therefor, paid by the Servicer as a Servicing Advance.
(f) Within 45 days after the Closing Date, with respect to each of
the Mortgage Loans covered by an Environmental Insurance Policy that are listed
on Schedule 4 hereto, the Servicer shall notify the insurer under such
Environmental Insurance Policy and take all other action necessary for the
Trustee, on behalf of the Certificateholders, to be an insured (and for the
Servicer, on behalf of the Trust, to make claims) under such Environmental
Insurance Policy. In the event the Servicer or the Special Servicer has actual
knowledge of any event (an "Insured Environmental Event") giving rise to a claim
under any Environmental Insurance Policy in respect of any Mortgage Loan covered
thereby, the Servicer or the Special Servicer (with respect to Specially
Serviced Mortgage Loans) shall, in accordance with the terms of such
Environmental Insurance Policy and the Servicing Standards, timely make a claim
thereunder with the appropriate insurer and shall take such other actions in
accordance with the Servicing Standards which are necessary under such
Environmental Insurance Policy in order to realize the full value thereof for
the benefit of the Certificateholders. Any legal fees, premiums or other
out-of-pocket costs incurred in accordance with the Servicing Standards under an
Environmental Insurance Policy shall be paid by the Servicer and shall be
reimbursable to it as a Servicing Advance. With respect to each Environmental
Insurance Policy that relates to one or more Mortgage Loans, the Special
Servicer shall review and familiarize itself with the terms and conditions
relating to enforcement of claims and shall monitor the dates by which any claim
must be made or any action taken under such policy to realize the full value
thereof for the benefit of the Certificateholders in the event the Special
Servicer has actual knowledge of an Insured Environmental Event giving rise to a
claim under such policy. Any legal fees, premiums or other out-of-pocket costs
incurred in accordance with the Servicing Standards in connection with a
resolution of such termination of an Environmental Insurance Policy shall be
paid by the Servicer and shall be reimbursable to it as a Servicing Advance.
In the event that the Servicer (with respect to any Mortgage Loan
other than a Specially Serviced Mortgage Loan) or the Special Servicer (with
respect to any Specially Serviced Mortgage Loan) receives notice of any
termination of any Environmental Insurance Policy that relates to one or more of
the Mortgage Loans, the Servicer or the Special Servicer, as applicable, shall,
within three Business Days after receipt of such notice, notify the Servicer or
Special Servicer, as applicable, the Directing Certificateholder, the Rating
Agencies and the Trustee of such termination in writing. Upon receipt of such
notice, the Servicer or Special Servicer, as applicable, shall address such
termination in accordance with Section 3.07(a) in the same manner as it would
the termination of any other Insurance Policy required under the related
Mortgage Loan documents.
Section 3.08 Enforcement of Due-On-Sale Clauses; Assumption
Agreements.
(a) As to each Mortgage Loan which contains a provision in the
nature of a "due-on-sale" clause, which by its terms:
(i) provides that such Mortgage Loan shall (or may at the
mortgagee's option) become due and payable upon the sale or other transfer
of an interest in the related Mortgaged Property; or
(ii) provides that such Mortgage Loan may not be assumed without the
consent of the mortgagee in connection with any such sale or other
transfer,
then, for so long as such Mortgage Loan is included in the Trust Fund, the
Servicer, or with respect to each Specially Serviced Mortgage Loan, the Special
Servicer, on behalf of the Trustee as the mortgagee of record, shall exercise
(or waive its right to exercise) any right it may have with respect to such
Mortgage Loan (x) to accelerate the payments thereon or (y) to withhold its
consent to any such sale or other transfer, in a manner consistent with the
Servicing Standards.
(b) As to each Mortgage Loan which contains a provision in the
nature of a "due-on-encumbrance" clause, which by its terms:
(i) provides that such Mortgage Loan shall (or may at the
mortgagee's option) become due and payable upon the creation of any
additional lien or other encumbrance on the related Mortgaged Property; or
(ii) requires the consent of the mortgagee to the creation of any
such additional lien or other encumbrance on the related Mortgaged
Property,
then, for so long as such Mortgage Loan is included in the Trust Fund, the
Servicer, or with respect to each Specially Serviced Mortgage Loan, the Special
Servicer, on behalf of the Trustee as the mortgagee of record, shall exercise
(or waive its right to exercise) any right it may have with respect to such
Mortgage Loan (x) to accelerate the payments thereon or (y) to withhold its
consent to the creation of any such additional lien or other encumbrance, in a
manner consistent with the Servicing Standards.
(c) Nothing in this Section 3.08 shall constitute a waiver of the
Trustee's right, as the mortgagee of record, to receive notice of any assumption
of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property
or the creation of any additional lien or other encumbrance with respect to such
Mortgaged Property.
(d) Except as otherwise permitted by Sections 3.20 and 3.08(f),
neither the Servicer nor the Special Servicer shall agree to modify, waive or
amend any term of any Mortgage Loan in connection with the taking of, or the
failure to take, any action pursuant to this Section 3.08, other than the
identity of the Mortgagor pursuant to an assumption agreement.
(e) Notwithstanding the foregoing, neither the Servicer (with
respect to any Mortgage Loan having a Stated Principal Balance of $2,500,000 or
greater) nor the Special Servicer (with respect to any Specially Serviced
Mortgage Loan), as applicable, shall waive any rights under a "due-on-sale" or
"due-on-encumbrance" clause unless it first notifies the Directing
Certificateholder and the Directing Certificateholder does not object within ten
days following receipt of such written notice. Notwithstanding the foregoing,
neither the Servicer nor the Special Servicer, as applicable, shall waive any
rights under a "due-on-sale" or "due-on-encumbrance" clause with respect to any
of the Mortgage Loans which either (i) have a Stated Principal Balance of
$20,000,000 or greater, (ii) represent over 2% of the outstanding balance of all
of the Mortgage Loans or (iii) (together with any Mortgage Loans
cross-collateralized with such Mortgage Loans) represent one of the 10 largest
Mortgage Loans based on Stated Principal Balance unless it first obtains from
Moody's a written confirmation that such waiver would not cause the downgrade,
qualification or withdrawal of the then current rating assigned to any of the
Certificates by Moody's. Notwithstanding the foregoing, neither the Servicer nor
the Special Servicer, as applicable, shall waive any rights under a
"due-on-sale" or "due-on-encumbrance" clause with respect to any of the Mortgage
Loans which (together with any Mortgage Loans cross-collateralized with such
Mortgage Loans) represent one of the 10 largest Mortgage Loans based on Stated
Principal Balance unless it first obtains from Fitch, a written confirmation
that such waiver would not cause the downgrade, qualification or withdrawal of
the then current rating assigned to any of the Certificates by Fitch. The
Servicer shall provide copies of any such waivers to each Rating Agency with
respect to each Mortgage Loan and the Special Servicer shall provide copies of
any such waivers to the Servicer and each Rating Agency with respect to each
Specially Serviced Mortgage Loan. Any fee charged by each Rating Agency in
connection with rendering such written confirmation shall be paid by the related
Mortgagor as a condition of considering such waiver, unless the related Loan
Documents do not permit the lender to require payment of such fees from the
Mortgagor, in which case such fees shall be an expense of the Trust. The
Servicer (or Special Servicer, if applicable) shall not permit a Mortgage Loan
to be assumed unless the Servicer (or Special Servicer, if applicable)
determines that such assumption is consistent with the Servicing Standards and
the Mortgage Loan documents. For a Mortgaged Property located in California, in
making such determination, the Servicer (or the Special Servicer, if
applicable), shall, among other things, take into account, subject to the
Servicing Standards and the Mortgage Loan documents, any increase in taxes
assuming the transfer occurs (using taxes based on a fully assessed number
calculated off the proposed purchase price). For a Mortgaged Property located in
California, the Servicer (or the Special Servicer, if applicable) shall, compute
a debt service coverage ratio for the Mortgage Loan using leasing commissions,
tenant improvement costs and capital expenditures deducted from cash flow in
amounts equal to the originator's underwritten capital expenditure, tenant
improvement and leasing commission items at origination and taxes based on a
fully assessed number calculated off the proposed purchase price and shall
provide copies of the results of such calculations to Fitch showing a comparison
of the recalculated debt service coverage ratio versus the debt service coverage
ratio at origination. Notwithstanding anything in this Section to the contrary,
if the Servicer believes the direction of the Directing Certificateholder
conflicts with the Servicing Standard, the Servicer shall be under no obligation
to comply with any recommendation of the Directing Certificateholder.
(f) Notwithstanding any other provisions of this Section 3.08 or
Section 3.20, the Servicer may, without any Rating Agency confirmation as
provided in clause (e) above or Special Servicer approval, (i) consent to
subordination of the related Mortgage Loan to such easement or right-of-way for
utilities, access, parking, public improvements or another purpose, provided the
Servicer shall have determined in accordance with the Servicing Standards that
such easement or right-of-way shall not materially interfere with the
then-current use of the related Mortgaged Property, or the security intended to
be provided by such Mortgage, the related Mortgagor's ability to repay the
Mortgage Loan, or materially or adversely affect the value of such Mortgaged
Property, (ii) grant waivers of minor covenant defaults (other than financial
covenants) including late financial statements, (iii) grant releases of
non-material parcels of a Mortgaged Property (provided that releases as to which
the related Mortgage Loan documents expressly require the mortgagee thereunder
to make such releases upon the satisfaction of certain conditions shall be made
as required by the Mortgage Loan documents), and (iv) approve or consent to
grants of easements and rights-of-way that do not materially affect the use or
value of a Mortgaged Property or the Mortgagor's ability to make any payments
with respect to the related Mortgage Loan; provided that any such modification,
waiver or amendment (w) would not in any way affect a payment term of the
Certificates, (x) would not constitute a "significant modification" of such
Mortgage Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not
otherwise constitute an Adverse REMIC Event with respect to any REMIC, (y)
agreeing to such modification, waiver or amendment would be consistent with the
Servicing Standards and (z) agreeing to such modification, waiver or amendment
shall not violate the terms, provisions or limitations of this Agreement or any
other document contemplated hereby.
Section 3.09 Realization Upon Defaulted Mortgage Loans.
(a) The Special Servicer shall, subject to subsections (b) through
(d) of this Section 3.09, exercise reasonable efforts, consistent with the
Servicing Standards, to foreclose upon or otherwise comparably convert (which
efforts may include an REO Acquisition) the ownership of property securing such
Mortgage Loans, as come into and continue in default as to which no satisfactory
arrangements can be made for collection of delinquent payments pursuant to
Section 3.18 of this Agreement, and which are not released from the Trust Fund
pursuant to any other provision hereof. The foregoing is subject to the
provision that, in any case in which a Mortgaged Property shall have suffered
damage from an Uninsured Cause, the Servicer shall not be required to make a
Servicing Advance and expend funds toward the restoration of such property
unless the Special Servicer has determined in its reasonable discretion that
such restoration will increase the net proceeds of liquidation of such Mortgaged
Property to Certificateholders after reimbursement to the Servicer for such
Servicing Advance, and the Servicer has determined that such Servicing Advance
together with accrued and unpaid interest thereon will be recoverable by the
Servicer out of the proceeds of liquidation of such Mortgaged Property, as
contemplated in Section 3.05(a)(iv). The Special Servicer shall be responsible
for all other costs and expenses incurred by it in any such proceedings (such
costs and expenses to be advanced by the Servicer to the Special Servicer),
provided that, in each case, such cost or expense would not, if incurred,
constitute a Nonrecoverable Servicing Advance. Nothing contained in this Section
3.09 shall be construed so as to require the Servicer or the Special Servicer,
on behalf of the Trust, to make a bid on any Mortgaged Property at a foreclosure
sale or similar proceeding that is in excess of the fair market value of such
property, as determined by the Servicer or the Special Servicer in its
reasonable judgment taking into account the factors described in Section 3.18(d)
and the results of any Appraisal obtained pursuant to the following sentence,
all such bids to be made in a manner consistent with the Servicing Standards. If
and when the Special Servicer or the Servicer deems it necessary and prudent for
purposes of establishing the fair market value of any Mortgaged Property
securing a Defaulted Mortgage Loan, whether for purposes of bidding at
foreclosure or otherwise, the Special Servicer or the Servicer, as the case may
be, is authorized to have an Appraisal performed with respect to such property
by an Independent MAI-designated appraiser the cost of which shall be paid by
the Servicer as a Servicing Advance.
(b) The Special Servicer shall not acquire any personal property
pursuant to this Section 3.09 unless either:
(i) such personal property is incident to real property (within the
meaning of Section 856(e)(1) of the Code) so acquired by the Special
Servicer; or
(ii) the Special Servicer shall have obtained an Opinion of Counsel
(the cost of which shall be paid by the Servicer as a Servicing Advance)
to the effect that the holding of such personal property by the Trust Fund
will not cause the imposition of a tax on any of the Lower-Tier REMIC or
the Upper-Tier REMIC under the REMIC Provisions or cause any of the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC at
any time that any Uncertificated Lower-Tier Interest or Certificate is
outstanding.
(c) Notwithstanding the foregoing provisions of this Section 3.09,
neither the Special Servicer nor the Servicer shall, on behalf of the Trustee,
obtain title to a Mortgaged Property in lieu of foreclosure or otherwise, or
take any other action with respect to any Mortgaged Property, if, as a result of
any such action, the Trustee, on behalf of the Certificateholders, would be
considered to hold title to, to be a "mortgagee-in-possession" of, or to be an
"owner" or "operator" of such Mortgaged Property within the meaning of CERCLA or
any comparable law, unless (as evidenced by an Officer's Certificate to such
effect delivered to the Trustee) the Special Servicer has previously determined
in accordance with the Servicing Standards, based on an Environmental Assessment
of such Mortgaged Property performed by an Independent Person who regularly
conducts Environmental Assessments and performed within six months prior to any
such acquisition of title or other action, that:
(i) the Mortgaged Property is in compliance with applicable
environmental laws and regulations or, if not, that taking such actions as
are necessary to bring the Mortgaged Property in compliance therewith is
reasonably likely to produce a greater recovery on a net present value
basis than not taking such actions, for such purposes taking into account
any insurance coverage provided pursuant to any environmental insurance
polices with respect to the related Mortgaged Property; and
(ii) there are no circumstances or conditions present at the
Mortgaged Property relating to the use, management or disposal of
Hazardous Materials for which investigation, testing, monitoring,
containment, clean-up or remediation could be required under any
applicable environmental laws and regulations or, if such circumstances or
conditions are present for which any such action could be required, that
taking such actions with respect to such Mortgaged Property is reasonably
likely to produce a greater recovery on a net present value basis than not
taking such actions.
The cost of any such Environmental Assessment shall be paid by the
Servicer as a Servicing Advance and the cost of any remedial, corrective or
other further action contemplated by clause (i) and/or clause (ii) of the
preceding sentence shall be paid by the Servicer as a Servicing Advance, unless
it is a Nonrecoverable Servicing Advance (in which case it shall be an expense
of the Trust Fund and may be withdrawn by the Servicer from the Certificate
Account at the direction of the Special Servicer); and if any such Environmental
Assessment so warrants, the Special Servicer shall, at the expense of the Trust
Fund, perform such additional environmental testing as it deems necessary and
prudent to determine whether the conditions described in clauses (i) and (ii) of
the preceding sentence have been satisfied. The Special Servicer shall review
and be familiar with the terms and conditions relating to enforcing claims and
shall monitor the dates by which any claim or action must be taken (including
delivering any notices to the insurer and using reasonable efforts to perform
any actions required under such policy) under each Environmental Insurance
Policy to receive the maximum proceeds available under such policy for the
benefit of the Certificateholders and the Trustee (as holder of the
Uncertificated Lower-Tier Interests).
(d) If (i) the environmental testing contemplated by subsection
(c) above establishes that either of the conditions set forth in clauses (i) and
(ii) of the first sentence thereof has not been satisfied with respect to any
Mortgaged Property securing a Defaulted Mortgage Loan and (ii) there has been no
breach of any of the representations and warranties set forth in or required to
be made pursuant to Section 2 of each of the Mortgage Loan Purchase Agreements
for which the applicable Mortgage Loan Seller could be required to repurchase
such Defaulted Mortgage Loan pursuant to Section 3 of the applicable Mortgage
Loan Purchase Agreement, then the Special Servicer shall take such action as it
deems to be in the best economic interest of the Trust Fund (other than
proceeding to acquire title to the Mortgaged Property) and is hereby authorized
at such time as it deems appropriate to release such Mortgaged Property from the
lien of the related Mortgage, provided that, if such Mortgage Loan has a then
outstanding principal balance of greater than $1,000,000, then prior to the
release of the related Mortgaged Property from the lien of the related Mortgage,
(i) the Special Servicer shall have notified the Rating Agencies, the Trustee,
the Directing Certificateholder and the Servicer in writing of its intention to
so release such Mortgaged Property and the bases for such intention, (ii) the
Trustee shall notify the Certificateholders in writing of the Special Servicer's
intention to so release such Mortgaged Property, (iii) the Holders of
Certificates entitled to a majority of the Voting Rights shall have consented to
such release within 30 days of the Trustee's distributing such notice (failure
to respond by the end of such 30-day period being deemed consent) and (iv) the
Special Servicer shall have received written confirmation from each Rating
Agency that such release will not cause the downgrade, withdrawal or
qualification of any of the then-current ratings of any Class of Certificates.
To the extent any fee charged by each Rating Agency in connection with rendering
such written confirmation is not paid by the related Mortgagor, such fee is to
be an expense of the Trust.
(e) The Special Servicer shall provide written reports and a copy
of any Environmental Assessments to the Trustee, the Paying Agent, the Directing
Certificateholder and the Servicer monthly regarding any actions taken by the
Special Servicer with respect to any Mortgaged Property securing a defaulted
Mortgage Loan as to which the environmental testing contemplated in subsection
(c) above has revealed that either of the conditions set forth in clauses (i)
and (ii) of the first sentence thereof has not been satisfied, in each case
until the earlier to occur of satisfaction of both such conditions, repurchase
of the related Mortgage Loan by the applicable Mortgage Loan Seller or release
of the lien of the related Mortgage on such Mortgaged Property. The Servicer
shall forward, or cause to be forwarded all such reports to the Paying Agent.
The Paying Agent shall forward all such reports to each Rating Agency promptly
following the receipt thereof and the Certificateholders upon request.
(f) The Special Servicer, with the reasonable cooperation of the
Servicer, shall report to the Internal Revenue Service and the related
Mortgagor, in the manner required by applicable law, the information required to
be reported regarding any Mortgaged Property which is abandoned or foreclosed
and the Special Servicer shall report, via Form 1099C, all forgiveness of
indebtedness. The Special Servicer shall deliver a copy of any such report to
the Trustee, the Paying Agent and the Servicer.
(g) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standards, the advisability of the maintenance of
an action to obtain a deficiency judgment if the state in which the Mortgaged
Property is located and the terms of the Mortgage Loan permit such an action.
(h) The Special Servicer shall maintain accurate records, prepared
by one of its Servicing Officers, of each Final Recovery Determination in
respect of a Defaulted Mortgage Loan or REO Property and the basis thereof. Each
Final Recovery Determination shall be evidenced by an Officer's Certificate
delivered to the Trustee, the Directing Certificateholder and the Servicer no
later than the next succeeding Determination Date. The Directing
Certificateholder shall have the right to object to any Final Recovery
Determination within ten days of receipt of all documentation of the basis for
such Final Recovery Determination. If the Directing Certificateholder objects,
it shall notify the Special Servicer in writing of the basis for its objection,
and shall set forth its own calculations and the basis thereof. The Special
Servicer will discuss the differences with the Directing Certificateholder and
attempt to reconcile their calculations within 3 Business Days, but the
reasonable judgment of the Special Servicer in accordance with the Servicing
Standards shall govern.
Section 3.10 Trustee to Cooperate; Release of Mortgage Files.
(a) Upon the payment in full of any Mortgage Loan, or the receipt
by the Servicer or the Special Servicer, as the case may be, of a notification
that payment in full shall be escrowed in a manner customary for such purposes,
the Servicer or Special Servicer, as the case may be, will immediately notify
the Trustee and request delivery of the related Mortgage File. Any such notice
and request shall be in the form of a Request for Release signed by a Servicing
Officer and shall include a statement to the effect that all amounts received or
to be received in connection with such payment which are required to be
deposited in the Certificate Account pursuant to Section 3.04(a) or remitted to
the Servicer to enable such deposit, have been or will be so deposited. Within
seven Business Days (or within such shorter period as release can reasonably be
accomplished if the Servicer notifies the Trustee of an exigency) of receipt of
such notice and request, the Trustee shall release, or cause any related
Custodian to release, the related Mortgage File to the Servicer or Special
Servicer, as the case may be. No expenses incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the
Certificate Account.
(b) From time to time as is appropriate for servicing or
foreclosure of any Mortgage Loan, the Servicer or the Special Servicer shall
deliver to the Trustee a Request for Release signed by a Servicing Officer. Upon
receipt of the foregoing, the Trustee shall deliver or cause the related
Custodian to deliver, the Mortgage File or any document therein to the Servicer
or the Special Servicer (or a designee), as the case may be. Upon return of such
Mortgage File or such document to the Trustee or the related Custodian, or the
delivery to the Trustee of a certificate of a Servicing Officer of the Servicer
or the Special Servicer, as the case may be, stating that such Mortgage Loan was
liquidated and that all amounts received or to be received in connection with
such liquidation which are required to be deposited into the Certificate Account
pursuant to Section 3.04(a) have been or will be so deposited, or that such
Mortgage Loan has become an REO Property, the Trustee shall acknowledge receipt
of such Mortgage File or such certificate, as the case may be.
(c) Within seven Business Days (or within such shorter period as
delivery can reasonably be accomplished if the Special Servicer notifies the
Trustee of an exigency) of receipt thereof, the Trustee shall execute and
deliver to the Special Servicer any court pleadings, requests for trustee's sale
or other documents necessary to the foreclosure or trustee's sale in respect of
a Mortgaged Property or to any legal action brought to obtain judgment against
any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency
judgment, or to enforce any other remedies or rights provided by the Mortgage
Note or Mortgage or otherwise available at law or in equity. The Special
Servicer shall be responsible for the preparation of all such documents and
pleadings. When submitted to the Trustee for signature, such documents or
pleadings shall be accompanied by a certificate of a Servicing Officer
requesting that such pleadings or documents be executed by the Trustee and
certifying as to the reason such documents or pleadings are required and that
the execution and delivery thereof by the Trustee will not invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.
Section 3.11 Servicing Compensation.
(a) As compensation for its activities hereunder, the Servicer
shall be entitled to receive the Servicing Fee with respect to each Mortgage
Loan and REO Loan. As to each Mortgage Loan and REO Loan, the Servicing Fee
shall accrue from time to time at the Servicing Fee Rate and shall be computed
on the basis of the Stated Principal Balance of such Mortgage Loan and a 360 day
year consisting of twelve 30-day months and, in connection with any partial
month interest payment, for the same period respecting which any related
interest payment due on such Mortgage Loan or deemed to be due on such REO Loan
is computed. The Servicing Fee with respect to any Mortgage Loan or REO Loan
shall cease to accrue if a Liquidation Event occurs in respect thereof. The
Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments
of interest on each Mortgage Loan and REO Revenues allocable as interest on each
REO Loan, and as otherwise provided by Section 3.05(a). The Servicer shall be
entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan or REO
Loan out of that portion of related payments, Insurance and Condemnation
Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan)
allocable as recoveries of interest, to the extent permitted by Section 3.05(a).
The right to receive the Servicing Fee may not be transferred in whole or in
part except in connection with the transfer of all of the Servicer's
responsibilities and obligations under this Agreement.
The Servicer shall be entitled to retain, and shall not be required
to deposit in the Certificate Account pursuant to Section 3.04(a), additional
servicing compensation in the form of 100% of all assumption, extension,
modification, consent, waiver, earnout, defeasance and similar fees, all
assumption and modification application fees and charges for beneficiary
statements or demands received on or with respect to the Mortgage Loans that are
not Specially Serviced Mortgage Loans, to the extent that such fees are paid by
the Mortgagor on Mortgage Loans that are not Specially Serviced Mortgage Loans
and only to the extent that all amounts then due and payable with respect to the
related Mortgage Loan have been paid. In addition, the Servicer shall be
entitled to retain as additional servicing compensation any charges for
processing borrower requests, beneficiary statements or demands and amounts
collected for checks returned for insufficient funds, in each case only to the
extent actually paid by the related Mortgagor and shall not be required to
deposit such amounts in the Certificate Account pursuant to Section 3.04(a). The
Servicer shall also be entitled to additional servicing compensation in the form
of: (i) Penalty Charges received on the Mortgage Loans and accrued during such
time as such Mortgage Loan was not a Specially Serviced Mortgage Loans, but only
to the extent actually paid by the related Mortgagor and to the extent that all
amounts then due and payable with respect to the related Mortgage Loan
(including interest on Advances) have been paid and are not needed to first,
reimburse the Trust Fund for interest on Advances accrued during the 12 months
immediately preceding the end of the related Due Period with respect to the
related Mortgage Loan; (ii) interest or other income earned on deposits relating
to the Trust Fund in the Certificate Account in accordance with Section 3.06(b)
(but only to the extent of the Net Investment Earnings, if any, with respect to
such account for each period from any Distribution Date to the immediately
succeeding P&I Advance Date) and the Interest Reserve Account and (iii) interest
earned on deposits in the Servicing Account which are not required by applicable
law or the related Mortgage Loan to be paid to the Mortgagor. The Servicer shall
be required to pay out of its own funds all expenses incurred by it in
connection with its servicing activities hereunder (including, without
limitation, payment of any amounts due and owing to any of its Sub-Servicers and
the premiums for any blanket Insurance Policy insuring against hazard losses
pursuant to Section 3.07), if and to the extent such expenses are not payable
directly out of the Certificate Account, and the Servicer shall not be entitled
to reimbursement therefor except as expressly provided in this Agreement.
(b) As compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Special Servicing Fee with respect to
each Specially Serviced Mortgage Loan and REO Loan. As to each Specially
Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue from
time to time at the Special Servicing Fee Rate and shall be computed on the
basis of the Stated Principal Balance of such Specially Serviced Mortgage Loan
and a 360 day year consisting of 30-day months and, in connection with any
partial month interest payment, for the same period respecting which any related
interest payment due on such Specially Serviced Mortgage Loan or deemed to be
due on such REO Loan is computed. The Special Servicing Fee with respect to any
Specially Serviced Mortgage Loan or REO Loan shall cease to accrue if a
Liquidation Event occurs in respect thereof. The Special Servicing Fee shall be
payable monthly, on a loan-by-loan basis, to the extent permitted by Section
3.05(a). The right to receive the Special Servicing Fee may not be transferred
in whole or in part except in connection with the transfer of all of the Special
Servicer's responsibilities and obligations under this Agreement.
Additional servicing compensation in the form of all assumption,
assumption application, extension, modification, consent, waiver and earnout
fees, and charges for beneficiary statements or demands, received on or with
respect to any Specially Serviced Mortgage Loan or REO Loan, but only to the
extent actually collected from the related Mortgagor and only to the extent that
all amounts then due and payable with respect to the related Mortgage Loan
(including those payable to the Servicer pursuant to Section 3.11(a)) have been
paid, shall be promptly paid to the Special Servicer by the Servicer and shall
not be required to be deposited in the Certificate Account pursuant to Section
3.04(a). The Special Servicer shall also be entitled to additional servicing
compensation in the form of a Workout Fee with respect to each Corrected
Mortgage Loan at the Workout Fee Rate on such Mortgage Loan for so long as it
remains a Corrected Mortgage Loan. The Workout Fee with respect to any Corrected
Mortgage Loan will cease to be payable if such loan again becomes a Specially
Serviced Mortgage Loan; provided that a new Workout Fee will become payable if
and when such Mortgage Loan again becomes a Corrected Mortgage Loan. If the
Special Servicer is terminated or resigns, it shall retain the right to receive
any and all Workout Fees payable in respect of (i) Mortgage Loans that became
Corrected Mortgage Loans prior to the time of that termination or resignation,
and (ii) Specially Serviced Mortgage Loans for which the Special Servicer has
resolved the circumstances and/or conditions causing any such Mortgage Loan to
be a Specially Serviced Mortgage Loan such that the related Mortgagor has made
at least one timely monthly payment as of the date of such termination or
resignation and such Mortgage Loan otherwise meets the requirements of a
Corrected Mortgage Loan, with the Workout Fee with respect to such Mortgage Loan
payable only after such requirements have been met; provided, however, that in
either case no other event has occurred as of the time of such Special
Servicer's termination or resignation that would otherwise cause such Mortgage
Loan to again become a Specially Serviced Mortgage Loan. The successor special
servicer will not be entitled to any portion of such Workout Fees. A Liquidation
Fee will be payable with respect to each Specially Serviced Mortgage Loan as to
which the Special Servicer receives any Liquidation Proceeds subject to the
exceptions set forth in the definition of Liquidation Fee. Notwithstanding
anything to the contrary described above, no Liquidation Fee will be payable
based on, or out of, Liquidation Proceeds received in connection with the
repurchase of any Mortgage Loan by a Mortgage Loan Seller for a breach of
representation or warranty or for defective or deficient Mortgage Loan
documentation, the purchase of any Specially Serviced Mortgage Loan by the
Majority Controlling Class Certificateholder pursuant to Section 3.18(b), the
Servicer or the Special Servicer or the purchase of all of the Mortgage Loans
and REO Properties in connection with an optional termination of the Trust Fund
pursuant to Section 9.01. If, however, Liquidation Proceeds are received with
respect to any Corrected Mortgage Loan and the Special Servicer is properly
entitled to a Workout Fee, such Workout Fee will be payable based on and out of
the portion of such Liquidation Proceeds that constitute principal and/or
interest on such Mortgage Loan. Notwithstanding anything herein to the contrary,
the Special Servicer shall only be entitled to receive a Liquidation Fee or a
Workout Fee, but not both, with respect to proceeds on any Mortgage Loan. If the
Special Servicer is terminated for any reason hereunder and a Liquidation Fee is
subsequently payable with respect to a Specially Serviced Mortgage Loan or
related REO Property that was being administered by the Special Servicer at the
time of termination, then the terminated Special Servicer shall not be entitled
to collect such Liquidation Fee. The Special Servicer will also be entitled to
additional fees in the form of Penalty Charges on Specially Serviced Mortgage
Loans which accrued during such time as such Mortgage Loan was a Specially
Serviced Mortgage Loan, but only to the extent actually collected from the
related Mortgagor and to the extent that all amounts then due and payable with
respect to the related Mortgage Loan (including interest on Advances) have been
paid and are not needed to pay any Paying Agent, Trustee or Servicer interest on
Advances due and owing to such party with respect to the related Mortgage Loan
accrued during the 12 months immediately preceding the end of the related Due
Period. The Special Servicer shall be required to pay out of its own funds all
expenses incurred by it in connection with its servicing activities hereunder
(including, without limitation, payment of any amounts, other than management
fees in respect of REO Properties, due and owing to any of its Sub-Servicers and
the premiums for any blanket Insurance Policy obtained by it insuring against
hazard losses pursuant to Section 3.07), if and to the extent such expenses are
not expressly payable directly out of the Certificate Account or the REO Account
or as a Servicing Advance, and the Special Servicer shall not be entitled to
reimbursement therefor except as expressly provided in this Agreement.
(c) In determining the compensation of the Servicer or Special
Servicer, as applicable, with respect to Penalty Charges, on any Distribution
Date, the aggregate Penalty Charges collected on any Mortgage Loan since the
prior Distribution Date shall be applied to reimburse the Servicer or the
Trustee for interest on Advances due on such Distribution Date with respect to
the related Mortgage Loan accrued during the 12 months immediately preceding the
end of the related Due Period and not previously paid out of Penalty Charges,
and any Penalty Charges remaining thereafter shall be distributed pro rata to
the Servicer and the Special Servicer based upon the amount of Penalty Charges
the Servicer or the Special Servicer would otherwise have been entitled to
receive during such period without any such application.
Section 3.12 Inspections; Collection of Financial Statements.
(a) The Servicer shall perform (at its own expense), or shall
cause to be performed (at its own expense), a physical inspection of each
Mortgaged Property securing a Mortgage Note with a Stated Principal Balance of
(a) $2,000,000 or more, at least once every 12 months and (b) less than
$2,000,000, at least once every 24 months, in each case commencing in the
calendar year 2002; provided, however, that if any scheduled payment becomes
more than 60 days delinquent on the related Mortgage Loan, the Special Servicer
shall inspect the related Mortgaged Property as soon as practicable (but in no
event more than 60 days) after such Mortgage Loan becomes a Specially Serviced
Mortgage Loan and annually thereafter for so long as such Mortgage Loan remains
a Specially Serviced Mortgage Loan. In addition, with respect to each Specially
Serviced Mortgage Loan, the Special Servicer shall inspect the related Mortgaged
Property as soon as practicable after the Debt Service Coverage Ratio for such
Mortgage Loan falls below 1.0x. The cost of each such inspection by the Special
Servicer shall be an expense of the Trust Fund which expense shall be reimbursed
to the Trust Fund from Penalty Charges collected by the Special Servicer on such
Specially Serviced Mortgage Loan and otherwise paid as a Servicing Advance. The
Special Servicer or the Servicer, as applicable, shall prepare or cause to be
prepared a written report of each such inspection detailing the condition of the
Mortgaged Property and specifying the existence of (i) any vacancy in the
Mortgaged Property that the preparer of such report deems material, (ii) any
sale, transfer or abandonment of the Mortgaged Property of which it has
knowledge, (iii) any adverse change in the condition of the Mortgaged Property
that the preparer of such report deems material, (iv) any visible material waste
committed on the Mortgaged Property and (v) photographs of each inspected
Mortgaged Property. The Special Servicer and the Servicer shall deliver a copy
of each such report prepared by the Special Servicer and the Servicer,
respectively, to the other, the Trustee and the Paying Agent within 30 days.
Upon request, the Paying Agent shall deliver a copy of each such report to each
Rating Agency and to each Holder of a Class H, Class I, Class J, Class K, Class
L, Class M and Class N Certificate, upon request (which such request may state
that such items be delivered until further notice).
(b) Reserved.
(c) The Special Servicer, in the case of any Specially Serviced
Mortgage Loan, and the Servicer, in the case of any non-Specially Serviced
Mortgage Loan shall make reasonable efforts to collect promptly from each
related Mortgagor quarterly and annual operating statements, budgets and rent
rolls of the related Mortgaged Property, and the quarterly and annual financial
statements of such Mortgagor, whether or not delivery of such items is required
pursuant to the terms of the related Mortgage. In addition, the Special Servicer
shall cause quarterly and annual operating statements, budgets and rent rolls to
be regularly prepared in respect of each REO Property and shall collect all such
items promptly following their preparation. The Servicer and the Special
Servicer shall each deliver copies of all the foregoing items so collected by it
to the Paying Agent, the Depositor and each other, in each case within 45 days
of its receipt thereof. The Paying Agent shall, upon request and to the extent
received, deliver copies of the foregoing items to the Underwriters, the Rating
Agencies, the Trustee, Controlling Class Certificateholders, the Mortgage Loan
Sellers or, to the extent the Certificate Registrar has confirmed the Ownership
Interest in Certificates held thereby, any Certificate Owner, a copy (or image
in suitable electronic media) of each such item prepared by the Servicer or the
Special Servicer.
Within 45 days after receipt by the Servicer of any annual operating
statements or rent rolls with respect to any Mortgaged Property or REO Property,
the Servicer shall, based upon such operating statements or rent rolls received,
prepare (or, if previously prepared, update) the Operating Statement Analysis
Report and the Net Operating Income Adjustment Worksheet. All Operating
Statements Analysis Reports shall be maintained by the Servicer with respect to
each Mortgaged Property and REO Property, and the Servicer shall forward copies
thereof (in each case, promptly following the initial preparation and each
material revision thereof) to the Paying Agent and the Special Servicer,
together with the related operating statements or rent rolls. The Paying Agent
shall, upon request and to the extent such items have been delivered to the
Paying Agent by the Servicer, deliver to the Trustee, the Underwriters, the
Rating Agencies, the Mortgage Loan Sellers, any Certificateholder or, to the
extent the Certificate Registrar has confirmed the Ownership Interest in the
Certificates held thereby, any Certificate Owner, a copy of such Operating
Statement Analysis (or update thereof) and the related operating statement or
rent rolls. The Servicer shall maintain an Operating Statement Analysis Report
with respect to each Mortgaged Property and REO Property. Each Operating
Statement Analysis Report and NOI Adjustment Worksheet shall be substantially in
the form of Exhibit J attached hereto (or in a CMSA format).
(d) At or before 12:00 p.m. (New York City time) on the first
Business Day following each Determination Date, the Special Servicer shall
prepare and deliver or cause to be delivered to the Servicer the following
reports with respect to the Specially Serviced Mortgage Loans and any REO
Properties, providing the information required of the Special Servicer in an
electronic format, reasonably acceptable to the Servicer as of such
Determination Date: (i) a Delinquent Loan Status Report, (ii) an Historical
Liquidation Report, (iii) an Historical Loan Modification Report, (iv) an REO
Status Report, (v) a Loan Periodic Update File and (vi) a Property File.
(e) Not later than 4:30 p.m. (New York City time) on the second
Business Day after each Determination Date, the Servicer shall prepare and
deliver or cause to be delivered to the Paying Agent data files relating to the
following reports: (i) to the extent received at the time required, the most
recent Delinquent Loan Status Report, Historical Liquidation Report, Historical
Loan Modification Report and REO Status Report received from the Special
Servicer pursuant to Section 3.12(d), (ii) the most recent CMSA Property File
Report, CMSA Loan Periodic Update File, CMSA Financial File and Comparative
Financial Status Report (in each case combining the reports prepared by the
Special Servicer and Servicer), and (iii) a Watch List report with information
that is current as of such Determination Date; provided, however, that
notwithstanding anything to the contrary in Sections 3.12(d) or 3.12(e), neither
the Servicer nor the Special Servicer shall be required to prepare or deliver
any of the files or reports comprising the CMSA Investor Reporting Package
(other than the CMSA Loan Periodic Update File) before the first Business Day
after the third Determination Date following the Closing Date.
(f) The Special Servicer shall deliver to the Servicer the items
or reports set forth in Section 3.12(c) and Section 3.12(d), and the Servicer
shall deliver to the Paying Agent the reports set forth in Section 3.12(c) and
Section 3.12(e), in an electronic format reasonably acceptable to the Special
Servicer, the Paying Agent and the Servicer. The Servicer may, absent manifest
error, conclusively rely on the reports to be provided by the Special Servicer
pursuant to Section 3.12(d). The Paying Agent may, absent manifest error,
conclusively rely on the reports to be provided by the Servicer pursuant to
Section 3.12(c) and Section 3.12(e). In the case of information or reports to be
furnished by the Servicer to the Paying Agent pursuant to Section 3.12(c) and
Section 3.12(e), to the extent that such information or reports are, in turn,
based on information or reports to be provided by the Special Servicer pursuant
to Section 3.12(c) or Section 3.12(d) and to the extent that such information or
reports are to be prepared and delivered by the Special Servicer pursuant to
Section 3.12(c) or Section 3.12(d) the Servicer shall have no obligation to
provide such information or reports to the Paying Agent until it has received
the requisite information or reports from the Special Servicer, and the Servicer
shall not be in default hereunder due to a delay in providing the information or
reports required by Section 3.12(c) or Section 3.12(e) caused by the Special
Servicer's failure to timely provide any information or report required under
Section 3.12(c) or Section 3.12(d) of this Agreement, except that the Servicer
shall be responsible for timely providing all reports and data other than the
information or reports to be supplied solely by the Special Servicer.
(g) Notwithstanding the foregoing, however, the failure of the
Servicer or Special Servicer to disclose any information otherwise required to
be disclosed by this Section 3.12 shall not constitute a breach of this Section
3.12 to the extent the Servicer or Special Servicer so fails because such
disclosure, in the reasonable belief of the Servicer or the Special Servicer, as
the case may be, would violate any applicable law or any provision of a Mortgage
Loan document prohibiting disclosure of information with respect to the Mortgage
Loans or Mortgaged Properties. The Servicer and Special Servicer may disclose
any such information or any additional information to any Person so long as such
disclosure is consistent with applicable law and the Servicing Standards. The
Servicer or the Special Servicer may affix to any information provided by it any
disclaimer it deems appropriate in its reasonable discretion (without suggesting
liability on the part of any other party hereto).
(h) Notwithstanding the foregoing, the Servicer shall deliver to
the Directing Certificateholder the reports and information set forth on Exhibit
N hereto in the format and at the times set forth therein. The Paying Agent will
make available to the Directing Certificateholder the Bond File, the Collateral
Summary File, the CMSA Loan Setup File (as provided by the Depositor on the
Closing Date) and the portions of the CMSA Investor Reporting Package (IRP)
provided by the Servicer or the Special Servicer (to the extent provided to the
Paying Agent in electronic format) on the Paying Agent's website.
(i) If the Servicer or the Special Servicer is required to deliver
any statement, report or information under any provision of this Agreement, the
Servicer or the Special Servicer, as the case may be, may satisfy such
obligation by (x) physically delivering a paper copy of such statement, report
or information, (y) delivering such statement, report or information in a
commonly used electronic format or (z) making such statement, report or
information available on the Servicer's or the Special Servicer's internet
website, unless this Agreement specifies a method of delivery.
Section 3.13 Annual Statement as to Compliance.
Each of the Servicer and the Special Servicer will deliver to the
Trustee and the Paying Agent, with a copy to the Depositor, on or before March
20th of each year, beginning March 20, 2002, an Officer's Certificate stating,
as to each signer thereof, that (i) a review of the activities of the Servicer
or the Special Servicer, as the case may be, during the preceding calendar year
and of its performance under this Agreement has been made under such officer's
supervision, (ii) to the best of such officer's knowledge, based on such review,
the Servicer or the Special Servicer, as the case may be, has maintained an
effective internal control system relating to its servicing of the Mortgage
Loans serviced by it and has fulfilled in all material respects its obligations
under this Agreement throughout such year, or, if there has been a material
default in the fulfillment of any such obligation, specifying each such default
known to such officer and the nature and status thereof and (iii) the Servicer
or the Special Servicer, as the case may be, has received no notice regarding
qualification, or challenging the status of the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC from the Internal Revenue Service or any other
governmental agency or body or, if it has received any such notice, specifying
the details thereof. A copy of such Officer's Certificate may be obtained by
Certificateholders upon written request to the Trustee pursuant to Section 8.12
hereof.
Section 3.14 Reports by Independent Public Accountants.
Each of the Servicer and the Special Servicer at their own expense
shall cause a nationally recognized firm of independent certified public
accountants to furnish to the Servicer or the Special Servicer, as the case may
be, the Trustee, the Paying Agent and each Rating Agency, on or before March
20th of each year, commencing with March 20, 2002, a report stating that (i) it
has obtained from the Servicer or the Special Servicer, as the case may be, a
letter of representation regarding certain matters from the management of the
Servicer or the Special Servicer, as the case may be, which includes an
assertion that the Servicer or the Special Servicer, as the case may be, has
maintained an effective internal control system with respect to the servicing of
the Mortgage Loans and has complied with certain minimum mortgage loan servicing
standards (to the extent applicable to commercial and multifamily mortgage
loans), identified in the Uniform Single Attestation Program for Mortgage
Bankers established by the Mortgage Bankers Association of America, with respect
to the Servicer's or the Special Servicer's, as the case may be, servicing of
commercial and multifamily mortgage loans during the most recently completed
calendar year and (ii) on the basis of an examination conducted by such firm in
accordance with standards established by the American Institute of Certified
Public Accountants, such assertion is fairly stated in all material respects,
subject to such exceptions and other qualifications that, in the opinion of such
firm, such standards require it to report. In rendering its report such firm may
rely, as to the matters relating to the direct servicing of commercial and
multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of
independent certified public accountants rendered on the basis of examinations
conducted in accordance with the same standards (rendered within 1 year of such
statement) with respect to those Sub-Servicers.
Section 3.15 Access to Certain Information.
Each of the Servicer and the Special Servicer shall provide or cause
to be provided to any Certificateholder or Certificate Owner that is, or is
affiliated with, a federally insured financial institution, the Trustee, the
Paying Agent, the Depositor, each Mortgage Loan Seller, each Rating Agency, to
the Servicer, or to the Special Servicer, as applicable, and to the OTS, the
FDIC, the Federal Reserve Board and the supervisory agents and examiners of such
boards and such corporations, and any other federal or state banking or
insurance regulatory authority that may exercise authority over any
Certificateholder, and to each Holder of a Class H, Class I, Class J, Class K,
Class L, Class M or Class N Certificate access to any documentation regarding
the Mortgage Loans and the Trust Fund within its control which may be required
by this Agreement or by applicable law. Such access shall be afforded without
charge but upon reasonable prior written request via e-mail or facsimile (where
such form of transmission is reasonably practicable) and during normal business
hours at the offices of the Servicer or the Special Servicer, as the case may
be, designated by it; provided, however, that Certificateholders and Certificate
Owners shall be required to pay their own photocopying costs and execute a
reasonable and customary confidentiality agreement with respect to such
information. The failure of the Servicer or the Special Servicer to provide
access as provided in this Section 3.15 as a result of a confidentiality
obligation shall not constitute a breach of this Section 3.15. The Servicer and
the Special Servicer may each deny any of the foregoing persons access to
confidential information or any intellectual property which the Servicer or the
Special Servicer is restricted by license or contract from disclosing.
Notwithstanding the foregoing, the Servicer and the Special Servicer shall
maintain separate from such confidential information and intellectual property,
all documentation regarding the Mortgage Loans that is not confidential.
Section 3.16 Title to REO Property; REO Account.
(a) If title to any REO Property is acquired, the deed or
certificate of sale shall be issued to the Trustee or a nominee thereof on
behalf of the Certificateholders and the Special Servicer, on behalf of the
Trust Fund, shall sell any REO Property prior to the close of the third calendar
year following the year in which the Trust Fund acquires ownership of such REO
Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for
purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either
(i) is granted an extension of time (an "REO Extension") by the Internal Revenue
Service to sell such REO Property or (ii) obtains for the Trustee, the Paying
Agent and the Servicer an Opinion of Counsel, addressed to the Trustee, the
Paying Agent and the Servicer, to the effect that the holding by the Trust Fund
of such REO Property subsequent to the close of the third calendar year
following the year in which such acquisition occurred will not result in the
imposition of taxes on "prohibited transactions" of the Trust Fund or the
Lower-Tier REMIC or the Upper-Tier REMIC constituted thereby as defined in
Section 860F of the Code or cause either the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC at any time that any Uncertificated
Lower-Tier Interests or Certificates are outstanding. If the Special Servicer is
granted the REO Extension contemplated by clause (i) of the immediately
preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii)
of the immediately preceding sentence, the Special Servicer shall sell such REO
Property within such longer period as is permitted by such REO Extension or such
Opinion of Counsel, as the case may be. Any expense incurred by the Special
Servicer in connection with its being granted the REO Extension contemplated by
clause (i) of the second preceding sentence or its obtaining the Opinion of
Counsel contemplated by clause (ii) of the second preceding sentence, shall be
an expense of the Trust Fund payable out of the Certificate Account pursuant to
Section 3.05(a).
(b) The Special Servicer shall segregate and hold all funds
collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the
Special Servicer shall establish and maintain one or more REO Accounts, held on
behalf of the Trustee in trust for the benefit of the Certificateholders and the
Trustee (as holder of the Uncertificated Lower-Tier Interests for the retention
of revenues and other proceeds derived from each REO Property. The REO Account
shall be an Eligible Account. The Special Servicer shall deposit, or cause to be
deposited, in the REO Account, within 1 Business Day after receipt, all REO
Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received
in respect of an REO Property. Funds in the REO Account may be invested in
Permitted Investments in accordance with Section 3.06. The Special Servicer
shall give notice to the Trustee and the Servicer of the location of the REO
Account when first established and of the new location of the REO Account prior
to any change thereof. Notwithstanding the foregoing, any REO Revenues,
Insurance and Condemnation Proceeds and Liquidation Proceeds collected with
respect to any Mortgage Loan that would be a realization of a net gain with
respect to such Mortgage Loan shall be deposited in a separate reserve account
to be used by the Special Servicer to pay costs and expenses incurred with
respect to any other Specially Serviced Mortgage Loan; provided that such
reserve account shall be reduced "promptly and appropriately" as required by
Treasury Regulation Section 1.860G-2(g)(3)(ii)(A) if the Special Servicer
determines that the amount held in the reserve account exceeds reasonably
foreseeable costs and expenses.
(c) The Special Servicer shall withdraw from the REO Account funds
necessary for the proper operation, management, insuring, leasing, maintenance
and disposition of any REO Property, but only to the extent of amounts on
deposit in the REO Account relating to such REO Property. On each Determination
Date, the Special Servicer shall withdraw from the REO Account and deposit into
the Certificate Account the aggregate of all amounts received in respect of each
REO Property during the most recently ended Due Period, net of (i) any
withdrawals made out of such amounts pursuant to the preceding sentence and (ii)
Net Investment Earnings on amounts on deposit in the REO Account; provided,
however, that the Special Servicer may retain in such REO Account, in accordance
with the Servicing Standards, such portion of such balance as may be necessary
to maintain a reasonable reserve for repairs, replacements, leasing, management
and tenant improvements and other related expenses for the related REO Property.
In addition, on each Determination Date, the Special Servicer shall provide the
Servicer with a written accounting of amounts deposited in the Certificate
Account on such date.
(d) The Special Servicer shall keep and maintain separate records,
on a property-by-property basis, for the purpose of accounting for all deposits
to, and withdrawals from, the REO Account pursuant to Section 3.16(b) or (c).
Section 3.17 Management of REO Property.
(a) If title to any REO Property is acquired, the Special Servicer
shall cause such REO Property to be managed, conserved, protected, operated and
leased for the benefit of the Certificateholders and the Trustee (as holder of
the Uncertificated Lower-Tier Interests) solely for the purpose of its timely
disposition and sale in a manner that does not cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code or result in the receipt by the Trust Fund of any "income from
non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code or
result in an Adverse REMIC Event. Subject to the foregoing, however, the Special
Servicer shall have full power and authority to do any and all things in
connection therewith as are in the best interests of and for the benefit of the
Certificateholders and the Trustee (as holder of the Uncertificated Lower-Tier
Interests) (as determined by the Special Servicer in its reasonable judgment in
accordance with the Servicing Standards). Subject to this Section 3.17, the
Special Servicer may allow the Trust Fund to earn "net income from foreclosure
property" within the meaning of Code Section 860G(c) if it determines that
earning such income is in the best interests of Certificateholders on a net
after-tax basis as compared with net leasing such REO Property or operating such
REO Property on a different basis. In connection therewith, the Special Servicer
shall deposit or cause to be deposited on a daily basis (and in no event later
than 1 Business Day following receipt of such funds) in the applicable REO
Account all revenues received by it with respect to each REO Property and the
related REO Loan, and shall withdraw from the REO Account, to the extent of
amounts on deposit therein with respect to such REO Property, funds necessary
for the proper operation, management, leasing, maintenance and disposition of
such REO Property, including, without limitation:
(i) all insurance premiums due and payable in respect of such REO
Property;
(ii) all real estate taxes and assessments in respect of such REO
Property that may result in the imposition of a lien thereon;
(iii) any ground rents in respect of such REO Property, if
applicable; and
(iv) all costs and expenses necessary to maintain, lease and dispose
of such REO Property.
To the extent that amounts on deposit in the REO Account in respect
of any REO Property are insufficient for the purposes set forth in clauses (i) -
(iv) above with respect to such REO Property, the Servicer shall advance from
its own funds such amount as is necessary for such purposes unless (as evidenced
by an Officer's Certificate delivered to the Trustee, the Paying Agent and the
Depositor) such advances would, if made, constitute Nonrecoverable Servicing
Advances. The Special Servicer shall give the Servicer and the Trustee not less
than five Business Days' notice, together with all information reasonably
requested by the Servicer (upon which the Servicer may conclusively rely) and
available to the Special Servicer before the date on which the Servicer is
requested to make any Servicing Advance with respect to an REO Property;
provided, however, that only two Business Days' notice shall be required in
respect of Servicing Advances required to be made on an urgent or emergency
basis (which may include, without limitation, Servicing Advances required to
make tax or insurance payments).
(b) Without limiting the generality of the foregoing, the Special
Servicer shall not:
(i) permit the Trust Fund to enter into, renew or extend any New
Lease with respect to any REO Property, if the New Lease by its terms will
give rise to any income that does not constitute Rents from Real Property;
(ii) permit any amount to be received or accrued under any New Lease
other than amounts that will constitute Rents from Real Property;
(iii) authorize or permit any construction on any REO Property,
other than the completion of a building or other improvement thereon, and
then only if more than 10% of the construction of such building or other
improvement was completed before default on the related Mortgage Loan
became imminent, all within the meaning of Section 856(e)(4)(B) of the
Code; or
(iv) Directly Operate, or allow any other Person, other than an
Independent Contractor, to Directly Operate, any REO Property on any date
more than 90 days after its acquisition date;
unless, in any such case, the Special Servicer has obtained an Opinion of
Counsel (the cost of which shall be paid by the Servicer as a Servicing Advance)
to the effect that such action will not cause such REO Property to fail to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code at any time that it is held by the Trust Fund, in which case the
Special Servicer may take such actions as are specified in such Opinion of
Counsel.
(c) The Special Servicer may, and to the extent necessary to (i)
preserve the status of the REO Property as "foreclosure property" under the
REMIC Provisions or (ii) avoid the imposition of a tax on "income from
nonpermitted assets" within the meaning of the REMIC Provisions shall, contract
with any Independent Contractor for the operation and management of any REO
Property within 30 days of the acquisition date thereof, provided that:
(i) the terms and conditions of any such contract may not be
inconsistent herewith and shall reflect an agreement reached at arm's
length;
(ii) the fees of such Independent Contractor (which shall be an
expense of the Trust Fund) shall be reasonable and customary in light of
the nature and locality of the Mortgaged Property;
(iii) any such contract shall require, or shall be administered to
require, that the Independent Contractor (A) pay all costs and expenses
incurred in connection with the operation and management of such REO
Property, including, without limitation, those listed in subsection (a)
hereof, and (B) remit all related revenues collected (net of its fees and
such costs and expenses) to the Special Servicer upon receipt;
(iv) none of the provisions of this Section 3.17(c) relating to any
such contract or to actions taken through any such Independent Contractor
shall be deemed to relieve the Special Servicer of any of its duties and
obligations hereunder with respect to the operation and management of any
such REO Property; and
(v) the Special Servicer shall be obligated with respect thereto to
the same extent as if it alone were performing all duties and obligations
in connection with the operation and management of such REO Property.
The Special Servicer shall be entitled to enter into any agreement
with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification.
(d) When and as necessary, the Special Servicer shall send to the
Trustee, the Paying Agent and the Servicer a statement prepared by the Special
Servicer setting forth the amount of net income or net loss, as determined for
federal income tax purposes, resulting from the operation and management of a
trade or business on, the furnishing or rendering of a non-customary service to
the tenants of, or the receipt of any other amount not constituting Rents from
Real Property in respect of, any REO Property in accordance with Sections
3.17(a) and 3.17(b).
Section 3.18 Sale of Defaulted Mortgage Loans and REO
Properties.
(a) Each of the Servicer and the Special Servicer may sell or
purchase, or permit the sale or purchase of, a Mortgage Loan or REO Property
only on the terms and subject to the conditions set forth in this Section 3.18
or as otherwise expressly provided in or contemplated by Section 2.03(b) and
Section 9.01.
(b) In the event that any Mortgage Loan becomes a Defaulted
Mortgage Loan and the Special Servicer has reasonably determined that such
Defaulted Mortgage Loan will become subject to foreclosure proceedings pursuant
to Section 3.09(a), the Special Servicer shall promptly so notify in writing the
Trustee, the Servicer and the Majority Controlling Class Certificateholder. The
Majority Controlling Class Certificateholder may at its option purchase such
Defaulted Mortgage Loan from the Trust Fund, at a price equal to the Purchase
Price if that price exceeds the estimated net present value of proceeds realized
from (i) selling the Defaulted Mortgage Loan in accordance with the provisions
below or (ii) foreclosure. If the Majority Controlling Class Certificateholder
within 30 days of such notice from the Special Servicer fails to indicate in
writing to the Special Servicer that it shall purchase the Defaulted Mortgage
Loan within 60 days of such notice from the Special Servicer, or if the Majority
Controlling Class Certificateholder fails to so purchase, then the Special
Servicer shall offer to sell such Defaulted Mortgage Loan if it is required to
do so pursuant to Section 3.18(c) below; provided, however, that if the Majority
Controlling Class Certificateholder provides notice to the Special Servicer of
its intent not to purchase such Defaulted Mortgage Loan, then the Special
Servicer shall not have to wait for the expiration of such 30-day notice period.
The Purchase Price for any Defaulted Mortgage Loan purchased hereunder shall be
deposited into the Certificate Account, and the Trustee, upon receipt of an
Officer's Certificate from the Special Servicer to the effect that such deposit
has been made, shall release or cause to be released to the Majority Controlling
Class Certificateholder the related Mortgage File, and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
shall be necessary to vest in the Majority Controlling Class Certificateholder
ownership of such Defaulted Mortgage Loan.
(c) The Special Servicer is required to offer to sell any
Defaulted Mortgage Loan not otherwise purchased by the Majority Controlling
Class Certificateholder pursuant to subsection (b) above, if and when the
Special Servicer determines, consistent with the Servicing Standards, that such
a sale would produce a greater recovery to Certificateholders on a net present
value basis than would foreclosure or comparable conversion of the related
Mortgaged Property. Such offering shall be made in a commercially reasonable
manner. The Special Servicer shall accept the highest cash bid received from any
Person for such Defaulted Mortgage Loan in an amount at least equal to the
Purchase Price therefor; provided, that in the absence of any such bid, the
Special Servicer shall accept the highest cash bid received from any Person that
is determined by the Special Servicer to be a fair price for such Defaulted
Mortgage Loan. In the absence of any bid determined to be fair in accordance
with Section 3.18(d), the Special Servicer shall proceed with respect to such
Defaulted Mortgage Loan in accordance with Section 3.09.
In the event the Trust owns REO Property, the Special Servicer shall
use reasonable efforts to solicit bids for each REO Property in such manner as
will be reasonably likely to realize a fair price (as determined pursuant to
Section 3.18(d)) within the time period provided for by Section 3.16(a). Such
solicitation shall be made in a commercially reasonable manner. The Special
Servicer shall accept the highest cash bid received from any Person for such REO
Property in an amount at least equal to the Purchase Price therefor; provided
that in the absence of any such bid, the Special Servicer shall accept the
highest cash bid received from any Person that is determined by the Special
Servicer to be a fair price for such REO Property. If the Special Servicer
reasonably believes that it will be unable to realize a fair price for any REO
Property within the time constraints imposed by Section 3.16(a), then the
Special Servicer shall dispose of such REO Property upon such terms and
conditions as the Special Servicer shall deem necessary and desirable to
maximize the recovery thereon under the circumstances and, in connection
therewith, shall accept the highest outstanding cash bid, regardless of from
whom received. Notwithstanding the foregoing, the Special Servicer shall not
accept the highest bid if the Special Servicer determines, in accordance with
the Servicing Standards, that rejection of such bid would be more likely to
maximize proceeds taking into account the reliability of the prospective buyer
and the specific terms and conditions of that bid; provided that the foregoing
shall not permit the Special Servicer to accept a lower bid from itself or an
Affiliate. In the event that the Special Servicer determines with respect to any
REO Property that the offers being made with respect thereto are not in the best
interests of the Certificateholders and that the end of the period referred to
in Section 3.16(a) with respect to such REO Property is approaching, the Special
Servicer shall seek an extension of such period in the manner described in
Section 3.16(a); provided, however, that the Special Servicer shall use its
reasonable efforts, consistent with the Servicing Standards, to sell any REO
Property prior to two years prior to the Rated Final Distribution Date.
The Special Servicer shall give the Trustee, the Majority
Controlling Class Certificateholders and the Servicer not less than three
Business Days' prior written notice of its intention to sell any Defaulted
Mortgage Loan or REO Property. No Interested Person shall be obligated to submit
a bid to purchase any Defaulted Mortgage Loan or REO Property, and
notwithstanding anything to the contrary herein, neither the Trustee, in its
individual capacity, nor any of its Affiliates may bid for or purchase any
Defaulted Mortgage Loan or any REO Property pursuant hereto.
(d) For purposes of Section 3.18(c), any cash bid for any
Defaulted Mortgage Loan shall be considered a fair price if such bid exceeds the
estimated net present value of proceeds to be realized from the alternative
courses of action pursuant to Section 3.09 or Section 3.20. For purposes of
Section 3.18(c), a determination of whether or not a cash bid for any Defaulted
Mortgage Loan or REO Property, as the case may be, constitutes a fair price
shall be made by the Special Servicer, if the highest bidder is a Person other
than the Special Servicer, a Holder of the Controlling Class or an Affiliate of
either, and by the Trustee, if the highest bidder is the Special Servicer, a
Holder of the Controlling Class or an Affiliate of either. In determining
whether any bid received from the Special Servicer, a Holder of the Controlling
Class or an Affiliate of either represents a fair price for any Defaulted
Mortgage Loan or REO Property, the Trustee may conclusively rely on the opinion
of an Independent MAI-designated appraiser or other expert in real estate
matters retained by the Trustee at the expense of the Trust Fund. In determining
whether any bid constitutes a fair price for any Defaulted Mortgage Loan or any
REO Property, such appraiser or other expert in real estate matters shall be
instructed to take into account, as applicable, among other factors, the period
and amount of any delinquency on the affected Defaulted Mortgage Loan, the
occupancy level and physical condition of the Mortgaged Property or REO
Property, the state of the local economy and the obligation to dispose of any
REO Property within the time period specified in Section 3.16(a).
(e) Subject to subsections (a) through (d) above, the Special
Servicer shall act on behalf of the Trustee in negotiating and taking any other
action necessary or appropriate in connection with the sale of any Defaulted
Mortgage Loan or REO Property, and the collection of all amounts payable in
connection therewith. In connection therewith, the Special Servicer may charge
prospective bidders, and may retain fees that approximate the Special Servicer's
reasonable out-of-pocket costs in the preparation and delivery of information
pertaining to such sales without obligation to deposit such amounts into the
Certificate Account. Any sale of a Defaulted Mortgage Loan or any REO Property
shall be final and without recourse (except for warranties of title and
condition contemplated by Section 3.18(c)) to the Trustee or the Trust Fund, and
if such sale is consummated in accordance with the terms of this Agreement,
neither the Special Servicer nor the Trustee shall have any liability to any
Certificateholder with respect to the purchase price therefor accepted by the
Special Servicer or the Trustee.
(f) Any sale of a Defaulted Mortgage Loan or any REO Property
shall be for cash only (unless changes in the REMIC Provisions or authoritative
interpretations thereof made or issued subsequent to the Startup Day allow a
sale for other consideration).
Section 3.19 Additional Obligations of the Servicer.
The Servicer shall deliver to the Paying Agent for deposit in the
Lower Tier Distribution Account on each P&I Advance Date, without any right of
reimbursement therefor, a cash payment (a "Compensating Interest Payment") with
respect to each prepaid or partially prepaid Mortgage Loan other than (i) a
Specially Serviced Mortgage Loan, (ii) as a result of the payment of Insurance
Proceeds or Condemnation Proceeds, (iii) subsequent to a default under the
related Mortgage Loan documents (provided, that the Servicer reasonably believes
that acceptance of such prepayment is consistent with the Servicing Standards),
(iv) pursuant to applicable law or a court order, or (v) at the request of or
with the consent of the Directing Certificateholder, in an amount equal to the
lesser of (x) the aggregate amount of Prepayment Interest Shortfalls incurred in
connection with Principal Prepayments received in respect of such Mortgage Loans
during the most recently ended Due Period but such payment shall be made in any
case only if a Prepayment Interest Shortfall occurs as a result of the
Servicer's allowing the related Mortgagor to deviate from the terms of the
related Mortgage Loan documents regarding Principal Prepayments, and (y) the
aggregate of (A) that portion of its Servicing Fees for the related Due Period
that is, in the case of each and every Mortgage Loan and REO Mortgage Loan for
which such Master Servicing Fees are being paid in such Due Period, calculated
at 0.025% per annum, and (B) all Prepayment Interest Excess and, to the extent
earned on Principal Prepayments, Net Investment Earnings received by the
Servicer during the most recently ended Due Period; provided, however, that the
rights of the Certificateholders to offset of the aggregate Prepayment Interest
Shortfalls shall not be cumulative.
Section 3.20 Modifications, Waivers, Amendments and Consents.
(a) Except as set forth in this Section 3.20(a), Section 3.20(i)
and Section 3.08, the Servicer shall not agree to any modification, waiver or
amendment of a Mortgage Loan, and, except as provided in the following
paragraph, Section 3.08(e), Section 3.08(f) and in Section 3.20(d), no Mortgage
Loan that is not a Specially Serviced Mortgage Loan may be modified, waived or
amended, provided, that the Servicer may agree to extend the maturity date of a
Mortgage Loan that is neither a Specially Serviced Mortgage Loan nor a Mortgage
Loan in default or as to which default is reasonably foreseeable, provided,
further, that, except as provided in the following sentence, no such extension
entered into pursuant to this Section 3.20(a) shall be for a period of more than
twelve months from the original maturity date of such Mortgage Loan or shall
extend the maturity date beyond the earlier of (i) two years prior to the Rated
Final Distribution Date and (ii) in the case of a Mortgage Loan secured by a
leasehold estate and not also the related fee interest, the date ten years prior
to the expiration of such leasehold estate. If such extension would extend the
Maturity Date of a Mortgage Loan for more than twelve months from and after the
original maturity date of such Mortgage Loan and the Mortgage Loan is not in
default or default with respect thereto is not reasonably foreseeable, the
Servicer must provide the Trustee with an opinion of counsel (at the expense of
the related Mortgagor) that such extension would not constitute a "significant
modification" of the Mortgage Loan within the meaning of Treasury Regulations
Section 1.860G-2(b). Notwithstanding the foregoing, the Servicer shall not
extend any Mortgage Loan without first sending notice to the Directing
Certificateholder, together with the details of the proposed extension and other
information reasonably requested by the Directing Certificateholder and the
Directing Certificateholder shall have ten days after it receives such
information to object to such extension and if such objection is not made, the
Directing Certificateholder shall be deemed to have consented to such extension.
If the Directing Certificateholder objects to such extension, the Servicer shall
not extend such maturity date and shall have no liability for any loss caused by
the failure to extend such maturity date; provided, however, that the Servicer
shall override the Directing Certificateholder's objection and extend such
maturity date if such extension is required by applicable law or the Servicing
Standards.
Notwithstanding the foregoing, the Servicer may modify or amend the
terms of any Mortgage Loan in order to (i) cure any ambiguity or mistake
therein, (ii) correct or supplement any provisions therein which may be
inconsistent with any other provisions therein or correct any error, (iii) waive
minor covenant defaults, (iv) release non-material parcels of a Mortgaged
Property, (v) grant easements that do not materially affect the use or value of
a Mortgaged Property or (vi) effect other routine non-material waivers,
consents, modifications or amendments, provided that, if the Mortgage Loan is
not in default or default with respect thereto is not reasonably foreseeable,
the Servicer has determined that such modification or amendment would not be a
"significant modification" of the Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b).
Neither the Servicer nor the Special Servicer shall permit the
substitution of any Mortgaged Property (or any portion thereof) for one or more
other parcels of real property at any time the Mortgage Loan is not in default
pursuant to the terms of the related Mortgage Loan documents or default with
respect thereto is not reasonably foreseeable unless either (i) such
substitution is at the unilateral option of the Mortgagor or otherwise occurs
automatically pursuant to the terms of the Mortgage Loan, within the meaning of
Treasury Regulations Section 1.1001-3, or (ii) it has received an Opinion of
Counsel to the effect that such substitution would not be a "significant
modification" of the Mortgage Loan within the meaning of Treasury Regulations
Section 1.860G-2(b).
(b) If the Special Servicer determines that a modification, waiver
or amendment (including, without limitation, the forgiveness or deferral of
interest or principal or the substitution of collateral pursuant to the terms of
the Mortgage Loan or otherwise, the release of collateral or the pledge of
additional collateral) of the terms of a Specially Serviced Mortgage Loan with
respect to which a payment default or other material default has occurred or a
payment default or other material default is, in the Special Servicer's
judgment, reasonably foreseeable (as evidenced by an Officer's Certificate of
the Special Servicer), is estimated to produce a greater recovery on a net
present value basis (the relevant discounting to be performed at the related
Mortgage Rate) than liquidation of such Specially Serviced Mortgage Loan
pursuant to Section 3.18, then the Special Servicer will agree to such
modification, waiver or amendment of such Specially Serviced Mortgage Loan,
subject to the provisions of this Section 3.20(b) and Section 3.20(c).
The Special Servicer shall use its reasonable efforts to the extent
possible to cause each Specially Serviced Mortgage Loan to fully amortize prior
to the Rated Final Distribution Date and shall not agree to a modification,
waiver or amendment of any term of any Specially Serviced Mortgage Loan if such
modification, waiver or amendment would:
(i) extend the maturity date of any such Specially Serviced Mortgage
Loan to a date occurring later than the earlier of (a) two years prior to
the Rated Final Distribution Date and (b) if such Specially Serviced
Mortgage Loan is secured by a leasehold estate and not also the related
fee interest, the date occurring ten years prior to the expiration of such
leasehold; or
(ii) reduce the related Net Mortgage Rate on any such Specially
Serviced Mortgage Loan to less than the lesser of (a) the original Net
Mortgage Rate and (b) 7.1080% per annum; or
(iii) provide for the deferral of interest unless (a) interest
accrues thereon, generally, at the related Mortgage Rate and (b) the
aggregate amount of such deferred interest does not exceed 10% of the
unpaid principal balance of the Specially Serviced Mortgage Loan.
(c) Any provision of this Section 3.20 to the contrary
notwithstanding, except when a Mortgage Loan is in default or default with
respect thereto is reasonably foreseeable, no fee described in this paragraph
shall be collected by any Servicer or Special Servicer from a Mortgagor (or on
behalf of the Mortgagor) in conjunction with any consent to any modification,
waiver or amendment of a Mortgage Loan (unless the amount thereof is specified
in the related Mortgage Note) if the collection of such fee would cause such
consent, modification, waiver or amendment to be a "significant modification" of
the Mortgage Note within the meaning of Treasury Regulations Section
1.860G-2(b).
(d) To the extent consistent with this Agreement, the Servicer may
agree to any waiver, modification or amendment of a Mortgage Loan that is not in
default or as to which default is not reasonably foreseeable only if it provides
the Trustee with an Opinion of Counsel (at the expense of the related Mortgagor
or such other Person requesting such modification or, if such expense cannot be
collected from the related Mortgagor or such other Person, to be paid by the
Servicer as a Servicing Advance) to the effect that the contemplated waiver,
modification or amendment (i) will not be a "significant modification" of the
Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and
(ii) will not cause (x) either the Lower-Tier REMIC or the Upper-Tier REMIC to
fail to qualify as a REMIC for purposes of the Code or (y) either the Lower-Tier
REMIC or the Upper-Tier REMIC to be subject to any tax under the REMIC
Provisions. Notwithstanding the foregoing, the Servicer may not waive the
payment of any Yield Maintenance Charge without the consent of the Special
Servicer with respect to any Mortgage Loan that is not a Specially Serviced
Mortgage Loan and neither the Servicer nor the Special Servicer may waive the
requirement that any prepayment of a Mortgage Loan be made on a Due Date or, if
not made on a Due Date, be accompanied by all interest that would be due on the
next Due Date with respect to such Mortgage Loan.
(e) In the event of a modification which creates Mortgage Deferred
Interest, such Mortgage Deferred Interest will be allocated to reduce the
Distributable Certificate Interest of the Class or Classes of Certificates
pursuant to Section 4.06.
(f) Subject to Section 3.20(c), the Servicer and the Special
Servicer each may, as a condition to its granting any request by a Mortgagor for
consent, modification (including extensions), waiver or indulgence or any other
matter or thing, the granting of which is within the Servicer's or the Special
Servicer's, as the case may be, discretion pursuant to the terms of the
instruments evidencing or securing the related Mortgage Loan and is permitted by
the terms of this Agreement, require that such Mortgagor pay to the Servicer or
the Special Servicer, as the case may be, as additional servicing compensation,
a reasonable or customary fee, for the additional services performed in
connection with such request.
(g) All modifications (including extensions), waivers and
amendments of the Mortgage Loans entered into pursuant to this Section 3.20
shall be in writing, signed by the Servicer or the Special Servicer, as the case
may be, and the related Mortgagor (and by any guarantor of the related Mortgage
Loan, if such guarantor's signature is required by the Special Servicer in
accordance with the Servicing Standards).
(h) Each of the Servicer and the Special Servicer shall notify the
Rating Agencies, the Paying Agent, the Mortgage Loan Sellers (if such Mortgage
Loan Seller is not a Servicer or Subservicer of such Mortgage Loan or a
Certificateholder) and each other in writing of any modification, waiver or
amendment of any term of any Mortgage Loan and the date thereof, and shall
deliver to the Trustee or the related Custodian for deposit in the related
Mortgage File, an original counterpart of the agreement relating to such
modification, waiver or amendment, promptly (and in any event within 10 Business
Days) following the execution thereof. In addition, the Special Servicer shall
promptly send a copy of such a modification, waiver or amendment to the
Servicer. Within 15 days of the Servicer's delivery of the aforesaid
modification, waiver or amendment to the Paying Agent or its receipt from the
Special Servicer, as applicable, the Paying Agent shall forward a copy thereof
to the Trustee and each Holder of a Class H, Class I, Class J, Class K, Class L,
Class M and Class N Certificate.
(i) [Reserved.]
(j) Notwithstanding the foregoing, neither the Servicer nor the
Special Servicer shall permit the substitution of any Mortgaged Property
pursuant to the defeasance provisions of any Mortgage Loan (or any portion
thereof), if any, unless such defeasance complies with Treasury Regulations
Section 1.860G-2(a)(8) and: (i) the Servicer or the Special Servicer, as
applicable, has received a certificate of an Independent certified public
accountant to the effect that such substituted property will provide cash flows
sufficient to meet all payments of interest and principal (including payments at
maturity) on such Mortgage Loan in compliance with the requirements of the terms
of the related Mortgage Loan documents, (ii) the Servicer or the Special
Servicer, as applicable, has received one or more Opinions of Counsel to the
effect that the Trustee, on behalf of the Trust Fund, will have a first priority
perfected security interest in such substituted Mortgage Property; provided,
however, that to the extent the related Mortgage Loan documents provide the
lender with discretion, the Servicer shall require that the related Mortgagor
pay the cost of any such opinion as a condition to granting such defeasance,
(iii) to the extent required under the related Mortgage Loan documents, or to
the extent the Mortgage Loan documents provide the lender with discretion, the
Servicer shall require the Mortgagor to establish a single purpose entity to act
as a successor borrower, (iv) to the extent permissible under the related
Mortgage Loan documents, the Servicer shall use its best efforts to require the
related Mortgagor to pay all costs of such defeasance, including but not limited
to the cost of maintaining any successor borrower; provided, however, that if
the successor borrower is not affiliated with the Mortgagor, then the Servicer
shall use its reasonable efforts to require the owner of such entity to pay the
cost of maintaining such entity (and otherwise such expense shall be advanced by
the Servicer as a Servicing Advance) and (v) to the extent permissible under the
Mortgage Loan documents, the Servicer shall obtain, at the expense of the
related Mortgagor, written confirmation from the Rating Agencies that such
defeasance will not cause the downgrade, withdrawal or qualification of the then
current ratings of the Certificates; provided however, that the Servicer shall
not require the related Mortgagor to obtain such written confirmation from Fitch
to the extent that such Mortgagor has obtained the certificate required pursuant
to clause (i) above, obtained the opinion required pursuant to clause (ii) above
and established the single purpose entity pursuant to clause (iii) above unless
such Mortgage Loan at the time of such defeasance is one of the ten largest
Mortgage Loans by Stated Principal Balance.
(k) Notwithstanding anything herein or in the related Mortgage
Loan documents to the contrary, the Servicer may permit the substitution of
"government securities" within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, or any other securities that comply with Treasury
Regulations Section 1.860G-2(a)(8) for any Mortgaged Property pursuant to the
defeasance provisions of any Mortgage Loan (or any portion thereof) in lieu of
the defeasance collateral specified in the related Mortgage Loan documents;
provided that the Servicer reasonably determines that allowing their use would
not cause a default or event of default under the related Mortgage Loan
documents to become reasonably foreseeable and the Servicer receives an Opinion
of Counsel (at the expense of the Mortgagor to the extent permitted under the
Mortgage Loan documents) to the effect that such use would not be and would not
constitute a "significant modification" of such Mortgage Loan pursuant to
Treasury Regulations Section 1.860G-2(b) and would not otherwise constitute an
Adverse REMIC Event with respect to any REMIC and provided, further, that the
requirements set forth in Section 3.20(j) are satisfied.
(l) If required under the related Mortgage Loan documents or if
otherwise consistent with the Servicing Standards, the Servicer shall establish
and maintain one or more accounts (the "Defeasance Accounts"), into which all
payments received by the Servicer from any defeasance collateral substituted for
any Mortgaged Property shall be deposited and retained, and shall administer
such Defeasance Accounts in accordance with the Mortgage Loan documents.
Notwithstanding the foregoing, in no event shall the Servicer permit such
amounts to be maintained in the Defeasance Account for a period in excess of 90
days, unless such amounts are reinvested by the Servicer in "government
securities" within the meaning of Section 2(a)(16) of the Investment Company Act
of 1940, or any other securities that comply with Treasury Regulations Section
1.860G-2(a)(8). To the extent not required or permitted to be placed in a
separate account, the Servicer shall deposit all payments received by it from
defeasance collateral substituted for any Mortgaged Property into the
Certificate Account and treat any such payments as payments made on the Mortgage
Loan in advance of its Due Date in accordance with clause (a)(i) of the
definition of Available Distribution Amount, and not as a prepayment of the
related Mortgage Loan. Notwithstanding anything herein to the contrary, in no
event shall the Servicer permit such amounts to be maintained in the Certificate
Account for a period in excess of 365 days.
Section 3.21 Transfer of Servicing Between Servicer and
Special Servicer; Record Keeping; Asset Status Report.
(a) Upon determining that a Servicing Transfer Event has occurred
with respect to any Mortgage Loan, the Servicer shall promptly give notice
thereof to the Controlling Class Certificateholders and the Special Servicer,
and shall deliver a copy of the related Mortgage File and Credit File to the
Special Servicer and shall use its reasonable efforts to provide the Special
Servicer with all information, documents and records (including records stored
electronically on computer tapes, magnetic discs and the like) relating to the
Mortgage Loan either in the Servicer's possession or otherwise available to the
Servicer without undue burden or expense, and reasonably requested by the
Special Servicer to enable it to assume its functions hereunder with respect
thereto. The Servicer shall use its reasonable efforts to comply with the
preceding sentence within 5 Business Days of the occurrence of each related
Servicing Transfer Event and in any event shall continue to act as Servicer and
administrator of such Mortgage Loan until the Special Servicer has commenced the
servicing of such Mortgage Loan, which will commence upon receipt by the Special
Servicer of the Mortgage File. The Servicer shall deliver to the Paying Agent a
copy of the notice of such Servicing Transfer Event provided by the Servicer to
the Special Servicer pursuant to this Section. The Paying Agent shall deliver to
each Controlling Class Certificateholder a copy of the notice of such Servicing
Transfer Event provided by the Servicer pursuant to this Section.
Upon determining that a Specially Serviced Mortgage Loan (other than
an REO Loan) has become current and has remained current for three consecutive
Monthly Payments (provided that (i) no additional Servicing Transfer Event is
foreseeable in the reasonable judgment of the Special Servicer, and (ii) for
such purposes taking into account any modification or amendment of such Mortgage
Loan), and that no other Servicing Transfer Event is continuing with respect
thereto, the Special Servicer shall immediately give notice thereof to the
Servicer and the Directing Certificateholder, and shall return the related
Mortgage File and Credit File to the Servicer (or copies thereof if copies only
were delivered to the Special Servicer) and upon giving such notice, and
returning such Mortgage File and Credit File to the Servicer, the Special
Servicer's obligation to service such Corrected Mortgage Loan shall terminate
and the obligations of the Servicer to service and administer such Mortgage Loan
shall re-commence.
(b) In servicing any Specially Serviced Mortgage Loans, the
Special Servicer will provide to the Trustee originals of documents included
within the definition of "Mortgage File" for inclusion in the related Mortgage
File (with a copy of each such original to the Servicer), and provide the
Servicer with copies of any additional related Mortgage Loan information
including correspondence with the related Mortgagor.
(c) Notwithstanding the provisions of Section 3.12(d), the
Servicer shall maintain ongoing payment records with respect to each of the
Specially Serviced Mortgage Loans and REO Properties and shall provide the
Special Servicer with any information in its possession required by the Special
Servicer to perform its duties under this Agreement provided that the Servicer
shall only be required to maintain in such records to the extent the Special
Servicer has provided such information to the Servicer.
(d) No later than 30 days after a Servicing Transfer Event for a
Mortgage Loan, the Special Servicer shall deliver to the Trustee, the Servicer,
each Rating Agency and the Directing Certificateholder a report (the "Asset
Status Report") with respect to such Mortgage Loan and the related Mortgaged
Property, provided, however, the Special Servicer shall not be required to
deliver an Asset Status Report to the Directing Certificateholder if they are
the same entity. Such Asset Status Report shall set forth the following
information to the extent reasonably determinable:
(i) date of transfer of servicing of such Mortgage Loan to the
Special Servicer;
(ii) summary of the status of such Specially Serviced Mortgage Loan
and any negotiations between the Special Servicer and the related
Mortgagor;
(iii) a discussion of the legal and environmental considerations
known to the Special Servicer, consistent with the Servicing Standards,
that are applicable to the exercise of remedies as aforesaid and to the
enforcement of any related guaranties or other collateral for the related
Mortgage Loan and whether outside legal counsel has been retained;
(iv) the most current rent roll and income or operating statement
available for the related Mortgaged Property;
(v) the Special Servicer's recommendations on how such Specially
Serviced Mortgage Loan might be returned to performing status (including
the modification of a monetary term) and returned to the Servicer for
regular servicing or foreclosed or otherwise realized upon (including any
proposed sale of a Defaulted Mortgage Loan or REO Property);
(vi) a copy of the last obtained Appraisal of the Mortgaged
Property; and
(vii) such other information as the Special Servicer deems relevant
in light of the Servicing Standards.
If within 10 Business Days of receiving an Asset Status Report, the
Directing Certificateholder does not disapprove such Asset Status Report in
writing, the Special Servicer shall implement the recommended action as outlined
in such Asset Status Report; provided, however, that the Special Servicer may
not take any action that is contrary to applicable law, the Servicing Standards
or the terms of the applicable Mortgage Loan documents. If the Directing
Certificateholder disapproves such Asset Status Report within 10 Business Days
of receipt, the Special Servicer will revise such Asset Status Report and
deliver to the Directing Certificateholder, the Trustee, the Rating Agencies and
the Servicer a new Asset Status Report as soon as practicable, but in no event
later than 30 days after such disapproval. The Special Servicer shall revise
such Asset Status Report as described above in this Section 3.21(d) until the
Directing Certificateholder shall fail to disapprove such revised Asset Status
Report in writing within 10 Business Days of receiving such revised Asset Status
Report or until the Special Servicer makes one of the determinations described
below. Notwithstanding the foregoing, in the event the Directing
Certificateholder and the Special Servicer have been unable to agree upon an
Asset Status Report with respect to a Specially Serviced Mortgage Loan within 60
days of the Directing Certificateholder's receipt of the initial Asset Status
Report, the Special Servicer shall implement the actions described in the most
recent Asset Status Report submitted to the Directing Certificateholder by the
Special Servicer. The Special Servicer may, from time to time, modify any Asset
Status Report it has previously delivered and implement such report, provided
such report shall have been prepared, reviewed and not rejected pursuant to the
terms of this Section. Notwithstanding the foregoing, the Special Servicer (i)
may, following the occurrence of an extraordinary event with respect to the
related Mortgaged Property, take any action set forth in such Asset Status
Report before the expiration of a 10 Business Day period if the Special Servicer
has reasonably determined that failure to take such action would materially and
adversely affect the interests of the Certificateholders and it has made a
reasonable effort to contact the Directing Certificateholder and (ii) in any
case, shall determine whether such affirmative disapproval is not in the best
interest of all the Certificateholders pursuant to the Servicing Standards, and,
upon making such determination, shall implement the recommended action outlined
in the Asset Status Report.
The Special Servicer shall have the authority to meet with the
Mortgagor for any Specially Serviced Mortgage Loan and take such actions
consistent with the Servicing Standards and the related Asset Status Report. The
Special Servicer shall not take any action inconsistent with the related Asset
Status Report, unless such action would be required in order to act in
accordance with the Servicing Standards.
No direction of the Directing Certificateholder shall (a) require,
permit or cause the Special Servicer to violate the terms of a Specially
Serviced Mortgage Loan, applicable law or any provision of this Agreement,
including, but not limited to, Section 3.09, Section 3.18 and Section 3.20 and
the Special Servicer's obligation to act in accordance with the Servicing
Standards and to maintain the REMIC status of each of the Lower-Tier REMIC and
the Upper-Tier REMIC, or (b) result in the imposition of a "prohibited
transaction" or "prohibited contribution" tax under the REMIC Provisions, or (c)
expose the Servicer, the Special Servicer, the Depositor, the Mortgage Loan
Sellers, the Trust Fund, the Paying Agent, the Trustee or their respective
officers, directors, employees or agents to any claim, suit or liability or (d)
materially expand the scope of the Special Servicer's, Trustee's or the
Servicer's responsibilities under this Agreement.
(e) Upon receiving notice of the occurrence of the events
described in clause (iv) of the definition of Servicing Transfer Event (without
regard to the 60 day period set forth therein), the Servicer shall immediately
give notice thereof, and shall deliver copies of the related Mortgage File and
Credit File to the Special Servicer and shall use its reasonable best efforts to
provide the Special Servicer with all information relating to the Mortgage Loan
and reasonably requested by the Special Servicer to enable it to negotiate with
the related Mortgagor and prepare for any such proceedings. The Servicer shall
use its reasonable best efforts to comply with the preceding sentence within 5
Business Days of the occurrence of each such event. Notwithstanding the
foregoing, the occurrence of any event described above shall not in and of
itself be considered a Servicing Transfer Event and, unless a Servicing Transfer
Event has occurred with respect to a related Mortgage Loan, the Servicer shall
continue to act as Servicer and administrator of such Mortgage Loan and no fees
shall be payable to the Special Servicer with respect to such Mortgage Loan
other than any related modification, assumption or extension fees provided for
herein.
Section 3.22 Sub-Servicing Agreements.
(a) The Servicer may enter into Sub-Servicing Agreements to
provide for the performance by third parties of any or all of its respective
obligations under Articles III and IV hereof; provided that the Sub-Servicing
Agreement as amended or modified: (i) is consistent with this Agreement in all
material respects and requires the Sub-Servicer to comply with all of the
applicable conditions of this Agreement; (ii) provides that if the Servicer
shall for any reason no longer act in such capacity hereunder (including,
without limitation, by reason of an Event of Default), the Trustee or its
designee shall thereupon assume all of the rights and, except to the extent they
arose prior to the date of assumption, obligations of the Servicer under such
agreement, or, alternatively, may act in accordance with Section 7.02 hereof
under the circumstances described therein (subject to Section 3.22(g) hereof);
(iii) provides that the Trustee for the benefit of the Certificateholders and
the Trustee (as holder of the Uncertificated Lower-Tier Interests) shall be a
third party beneficiary under such Sub-Servicing Agreement, but that (except to
the extent the Trustee or its designee assumes the obligations of the Servicer
thereunder as contemplated by the immediately preceding clause (ii)) none of the
Trust Fund, the Trustee, any successor Servicer or any Certificateholder shall
have any duties under such Sub-Servicing Agreement or any liabilities arising
therefrom; (iv) permits any purchaser of a Mortgage Loan pursuant to this
Agreement to terminate such Sub-Servicing Agreement with respect to such
purchased Mortgage Loan at its option and without penalty and (v) does not
permit the Sub-Servicer any direct rights of indemnification that may be
satisfied out of assets of the Trust Fund. The Special Servicer may enter into
subservicing agreements with one or more subservicers for the servicing and
administration of the Mortgage Loans; provided, however, that after the Closing
Date, the Special Servicer shall not enter into a subservicing agreement with a
new subservicer unless the Rating Agencies shall have confirmed in writing to
the Trustee that such contract will not result in a qualification, downgrade or
withdrawal of the then current ratings on the Certificates and such sub-servicer
is acceptable to the Directing Certificateholder. Any successor Servicer or
Special Servicer hereunder shall, upon becoming successor Servicer or Special
Servicer, as applicable, be assigned and shall assume any Sub-Servicing
Agreements from the predecessor Servicer or Special Servicer, as applicable,
(subject to Section 3.22(g) hereof). In addition, each Sub-Servicing Agreement
entered into by the Servicer may provide that the obligations of the
Sub-Servicer thereunder shall terminate with respect to any Mortgage Loan
serviced thereunder at the time such Mortgage Loan becomes a Specially Serviced
Mortgage Loan; provided, however, that the Sub-Servicing Agreement may provide
that the Sub-Servicer will continue to make all Advances and calculations and
prepare all reports required under the Sub-Servicing Agreement with respect to
Specially Serviced Mortgage Loans and continue to collect its Servicing Fee as
if no Servicing Transfer Event had occurred and with respect to REO Properties
(and the related REO Loans) as if no REO Acquisition had occurred and to render
such incidental services with respect to such Specially Serviced Mortgage Loans
and REO Properties as are specifically provided for in such Sub-Servicing
Agreement. The Servicer and the Special Servicer shall deliver to the Trustee
and the Paying Agent copies of all Sub-Servicing Agreements, and any amendments
thereto and modifications thereof, entered into by them promptly upon their
execution and delivery of such documents. References in this Agreement to
actions taken or to be taken by the Servicer or Special Servicer include actions
taken or to be taken by a Sub-Servicer on behalf of the Servicer or Special
Servicer, as applicable; and, in connection therewith, all amounts advanced by
any Sub-Servicer to satisfy the obligations of the Servicer or Special Servicer
hereunder to make Advances shall be deemed to have been advanced by the Servicer
or Special Servicer, as applicable, out of its own funds and, accordingly, such
Advances shall be recoverable by such Sub-Servicer in the same manner and out of
the same funds as if such Sub-Servicer were the Servicer or Special Servicer, as
applicable, and, for so long as they are outstanding, such Advances shall accrue
interest in accordance with Section 3.03(e), such interest to be allocable
between the Servicer or Special Servicer, as applicable, and such Sub-Servicer
pursuant to the terms of the Sub-Servicing Agreement. For purposes of this
Agreement, the Servicer shall be deemed to have received any payment when a
Sub-Servicer retained by it receives such payment. The Servicer and the Special
Servicer shall notify the Servicer, Special Servicer, the Trustee and the
Depositor in writing promptly of the appointment by it of any Sub-Servicer,
other than KRECM in its capacity as subservicer for the Special Servicer as of
the Closing Date.
(b) Each Sub-Servicer shall be authorized to transact business in
the state or states in which the related Mortgaged Properties it is to service
are situated, if and to the extent required by applicable law to ensure the
enforceability of any Mortgage Loan.
(c) As part of its servicing activities hereunder, the Servicer or
the Special Servicer, as applicable, for the benefit of the Trustee and the
Certificateholders, shall (at no expense to the Trustee, the Certificateholders
or the Trust Fund) monitor the performance and enforce the obligations of each
Sub-Servicer under the related Sub-Servicing Agreement. Such enforcement,
including, without limitation, the legal prosecution of claims and the pursuit
of other appropriate remedies, shall be in such form and carried out to such an
extent and at such time as the Servicer would require were it the owner of the
Mortgage Loans. The Servicer and the Special Servicer, as applicable, shall have
the right to remove a Sub-Servicer retained by it in accordance with the terms
of the related Sub-Servicing Agreement.
(d) In the event the Trustee or its designee becomes successor
Servicer and assumes the rights and obligations of the Servicer under any
Sub-Servicing Agreement, the Servicer, at its expense, shall deliver to the
assuming party all documents and records relating to such Sub-Servicing
Agreement and the Mortgage Loans then being serviced thereunder and an
accounting of amounts collected and held on behalf of it thereunder, and
otherwise use reasonable efforts to effect the orderly and efficient transfer of
the Sub-Servicing Agreement to the assuming party.
(e) Notwithstanding the provisions of any Sub-Servicing Agreement
and this Section 3.22, both the Servicer and the Special Servicer represent and
warrant that they shall remain obligated and liable to the Trustee and the
Certificateholders for the performance of its obligations and duties under this
Agreement in accordance with the provisions hereof to the same extent and under
the same terms and conditions as if they alone were servicing and administering
the Mortgage Loans for which they are responsible, and the Servicer and the
Special Servicer, as applicable, shall pay the fees of any Sub-Servicer
thereunder from its own funds. In no event shall the Trust Fund bear any
termination fee required to be paid to any Sub-Servicer as a result of such
Sub-Servicer's termination under any Sub-Servicing Agreement.
(f) The Trustee shall, upon the receipt of a written request of a
Servicing Officer, execute and deliver to the Sub-Servicer any powers of
attorney and other documents prepared by the Sub-Servicer and necessary or
appropriate to enable the Sub-Servicer to carry out its servicing and
administrative duties hereunder. Notwithstanding anything herein to the
contrary, the Sub-Servicer shall not without the Trustee's written consent: (i)
initiate any action, suit or proceeding solely under the Trustee's name without
indicating the Sub-Servicer's representative capacity or (ii) take any action
with the intent to cause, and which actually does cause, the Trustee to be
registered to do business in any state. The applicable Sub-Servicing Agreement
shall provide that the Sub-Servicer shall indemnify the Trustee for any and all
reasonable out-of-pocket costs, liabilities and expenses incurred by the Trustee
in connection with the negligent or willful misuse of such powers of attorney by
the Sub-Servicer.
(g) Each Sub-Servicing Agreement shall provide that, in the event
the Trustee or any other Person becomes successor Servicer or Special Servicer,
as applicable, the Trustee or such successor Servicer or Special Servicer, as
applicable, shall have the right to terminate such Sub-Servicing Agreement with
or without cause and without a fee.
(h) Promptly (but in no event later than 5 Business Days) after
the execution of any Sub-Servicing Agreement, the Servicer or Special Servicer,
as applicable, shall forward a copy of such Sub-Servicing Agreement to the
Trustee, the Servicer and the Special Servicer. The Servicer and the Special
Servicer, as applicable, shall comply with the terms of each such Sub-Servicing
Agreement to the extent the terms thereof are not inconsistent with the terms of
this Agreement and the Special Servicer's obligations hereunder. With respect to
Mortgage Loans subject to a Sub-Servicing Agreement, the Servicer and the
Special Servicer, as applicable, shall, among other things, remit amounts,
deliver reports and information, and afford access to facilities and information
to the related Sub-Servicer that would be required to be remitted, delivered or
afforded, as the case may be, to the Servicer or Special Servicer, as
applicable, pursuant to the terms hereof within a sufficient period of time to
allow the Sub-Servicer to fulfill its obligations under such Sub-Servicing
Agreement and in no event later than 1 Business Day prior to the applicable
Determination Date (or such other date as specified herein).
(i) Any Sub-Servicing Agreement that may be entered into and any
other transactions or servicing arrangements relating to the Mortgage Loans
involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the
Servicer or Special Servicer, as applicable, and none of the Trustee, the
Certificateholders nor the Depositor shall be deemed parties thereto and none of
such Persons shall have claims or rights (except as specified below), nor
obligations, duties or liabilities with respect to the Sub-Servicer; provided,
that the Trustee and the Certificateholders may rely upon the representations
and warranties of the Sub-Servicer contained therein and each of the Trustee and
the Depositor shall be a third party beneficiary of the covenants and other
provisions setting forth obligations of the Sub-Servicer therein.
Section 3.23 Representations, Warranties and Covenants of
the Servicer.
(a) The Servicer hereby represents and warrants to the Trustee,
for its own benefit and the benefit of the Certificateholders, and to the
Depositor and the Special Servicer, as of the Closing Date, that:
(i) The Servicer is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware, and the
Servicer is in compliance with the laws of each State in which any
Mortgaged Property is located to the extent necessary to perform its
obligations under this Agreement;
(ii) The execution and delivery of this Agreement by the Servicer,
and the performance and compliance with the terms of this Agreement by the
Servicer, will not violate the Servicer's certificate of incorporation and
by-laws 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 material instrument to which it
is a party or which is applicable to it or any of its assets, or result in
the violation of any law, rule, regulation, order, judgment or decree to
which the Servicer or its property is subject;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee, the Special Servicer and the Depositor,
constitutes a valid, legal and binding obligation of the Servicer,
enforceable against the Servicer in accordance with the terms hereof,
subject to applicable bankruptcy, insolvency, reorganization, moratorium
and other laws affecting the enforcement of creditors' rights generally,
and general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;
(iv) The Servicer is not in default with respect to any law, any
order or decree of any court, or any order, regulation or demand of any
federal, state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Servicer or its properties or
might have consequences that would materially and adversely affect its
ability to perform its duties and obligations hereunder;
(v) No litigation is pending or, to the best of the Servicer's
knowledge, threatened against the Servicer which would prohibit the
Servicer from entering into this Agreement or, in the Servicer's good
faith and reasonable judgment, is likely to materially and adversely
affect either the ability of the Servicer to perform its obligations under
this Agreement or the financial condition of the Servicer;
(vi) The Servicer will examine each Sub-Servicing Agreement and will
be familiar with the terms thereof. Any Sub-Servicing Agreements will
comply with the provisions of Section 3.22;
(vii) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Servicer, or compliance by the Servicer with, this
Agreement or the consummation of the transactions contemplated by this
Agreement, except for any consent, approval, authorization or order which
has not been obtained or cannot be obtained prior to the actual
performance by the Servicer of its obligations under this Agreement, and
which, if not obtained would not have a materially adverse effect on the
ability of the Servicer to perform its obligations hereunder; and
(viii) The Servicer has 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.
(b) The representations and warranties set forth in paragraph (a)
above shall survive the execution and delivery of the Agreement.
Section 3.24 Representations, Warranties and Covenants of
the Special Servicer.
(a) The Special Servicer hereby represents and warrants to the
Trustee, for its own benefit and the benefit of the Certificateholders, and to
the Depositor and the Servicer, as of the Closing Date, that:
(i) The Special Servicer is a corporation, duly organized, validly
existing and in good standing under the laws of the State of Delaware, and
the Special Servicer is in compliance with the laws of each State in which
any Mortgaged Property is located to the extent necessary to perform its
obligations under this Agreement;
(ii) The execution and delivery of this Agreement by the Special
Servicer, and the performance and compliance with the terms of this
Agreement by the Special Servicer, will not violate the Special Servicer'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,
which violation, default or breach, in the Special Servicer's reasonable
judgment, would have consequences that would materially and adversely
affect the financial condition or operations of the Special Servicer or
its properties taken as a whole.
(iii) The Special Servicer has the full corporate 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 each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Special Servicer, enforceable against the
Special Servicer in accordance with the terms hereof, except as such
enforcement may be limited by (A) applicable bankruptcy, insolvency,
receivership, reorganization, liquidation, moratorium and other laws
affecting the enforcement of creditors' rights generally or by (B) general
principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law);
(v) The Special Servicer 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 Special Servicer's reasonable judgment,
would have consequences that would materially and adversely affect the
financial condition or operation of the Special Servicer or its properties
taken as a whole;
(vi) No litigation is pending or, to the best of the Special
Servicer's knowledge, threatened against the Special Servicer, the outcome
of which, in the Special Servicer's reasonable judgment, could reasonably
be expected to prohibit the Special Servicer from entering into this
Agreement or materially and adversely affect either the ability of the
Special Servicer to perform its obligations under this Agreement or the
financial condition of the Special Servicer;
(vii) Each officer or employee of the Special Servicer that has or,
following the occurrence of a Servicing Transfer Event, would have
responsibilities concerning the servicing and administration of Mortgage
Loans is covered by errors and omissions insurance in the amounts and with
the coverage required by Section 3.07(c); and
(viii) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Special Servicer, or compliance by the Special Servicer
with, this Agreement or, if required, such approval has been obtained
prior to the Closing Date, except to the extent that the failure of the
Special Servicer to be qualified as a foreign corporation or licensed in
one or more states is not necessary for the enforcement of the Specially
Serviced Mortgage Loans.
(b) The representations and warranties set forth in paragraph (a)
above shall survive the execution and delivery of the Agreement.
Section 3.25 Interest Reserve Account.
(a) On each P&I Advance Date relating to any Interest Accrual
Period ending in any January and on any P&I Advance Date which occurs in a year
which is not a leap year relating to any Interest Accrual Period ending in any
December, the Paying Agent, in respect of the Interest Reserve Loans, shall
deposit into the Interest Reserve Account, an amount equal to one day's interest
on the Stated Principal Balance of the Interest Reserve Loans as of the Due Date
occurring in the month preceding the month in which such P&I Advance Date occurs
at the related Mortgage Rate, to the extent a full Monthly Payment or P&I
Advance is made in respect thereof (all amounts so deposited in any consecutive
February and January, "Withheld Amounts").
(b) On each P&I Advance Date occurring in March, the Paying Agent
shall withdraw from the Interest Reserve Account an amount equal to the Withheld
Amounts from the preceding January (if applicable) and February, if any, and
deposit such amount into the Lower-Tier Distribution Account.
Section 3.26 Excess Interest Distribution Account.
Prior to the applicable Distribution Date, the Servicer is required
to remit to the Paying Agent for deposit into the Excess Interest Distribution
Account an amount equal to the Excess Interest received during the related Due
Period.
Section 3.27 Reserved.
[End of Section III]
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Distributions.
(a) On each Distribution Date, to the extent of the Available
Distribution Amount for such Distribution Date, the Paying Agent shall transfer
the Lower-Tier Distribution Amount from the Lower-Tier Distribution Account to
the Upper-Tier Distribution Account in the amounts and priorities set forth in
Section 4.01(b) with respect to each class of Uncertificated Lower-Tier
Interests, and immediately thereafter, shall make distributions thereof from the
Upper-Tier Distribution Account in the following order of priority, satisfying
in full, to the extent required and possible, each priority before making any
distribution with respect to any succeeding priority:
(i) first, to the Holders of the Class A-1 Certificates, the Class
A-2 Certificates, the Class X-1 Certificates and the Class X-2
Certificates, pro rata (based upon their respective entitlements to
interest for such Distribution Date), in respect of interest, up to an
amount equal to the aggregate Interest Distribution Amount in respect of
such Classes of Certificates for such Distribution Date;
(ii) second, (A) to the Holders of the Class A-1 Certificates, in
reduction of the Certificate Balance thereof, an amount equal to the
Principal Distribution Amount, until the outstanding Certificate Balance
of such Class has been reduced to zero and (B) after the Certificate
Balance of the Class A-1 Certificates has been reduced to zero, to the
Holders of the Class A-2 Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount (or
the portion thereof remaining after any distributions in respect of the
Class A-1 Certificates on such Distribution Date), until the outstanding
Certificate Balance of such Class has been reduced to zero;
(iii) third, to the Holders of the Class A-1 Certificates and the
Class A-2 Certificates pro rata (based upon the aggregate unreimbursed
Collateral Support Deficit allocated to each such Class), until all
amounts of Collateral Support Deficit previously allocated to such
Classes, but not previously reimbursed, have been reimbursed in full;
(iv) fourth, to the Holders of the Class B Certificates, in respect
of interest, up to an amount equal to the aggregate Interest Distribution
Amount in respect of such Class of Certificates for such Distribution
Date;
(v) fifth, after the Certificate Balances of the Class A
Certificates have been reduced to zero, to the Holders of the Class B
Certificates, in reduction of the Certificate Balance thereof, an amount
equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A Certificates
on such Distribution Date), until the outstanding Certificate Balance of
the Class B Certificates has been reduced to zero;
(vi) sixth, to the Holders of the Class B Certificates, until all
amounts of Collateral Support Deficit previously allocated to the Class B
Certificates, but not previously reimbursed, have been reimbursed in full;
(vii) seventh, to the Holders of the Class C Certificates, in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(viii) eighth, after the Certificate Balances of the Class A and
Class B Certificates have been reduced to zero, to the Holders of the
Class C Certificates, in reduction of the Certificate Balance thereof, an
amount equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A and Class B
Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class C Certificates has been reduced to zero;
(ix) ninth, to the Holders of the Class C Certificates, until all
amounts of Collateral Support Deficit previously allocated to the Class C
Certificates, but not previously reimbursed, have been reimbursed in full;
(x) tenth, to the Holders of the Class D Certificates, in respect of
interest, up to an amount equal to the aggregate Interest Distribution
Amount in respect of such Class of Certificates for such Distribution
Date;
(xi) eleventh, after the Certificate Balances of the Class A, Class
B and Class C Certificates have been reduced to zero, to the Holders of
the Class D Certificates, in reduction of the Certificate Balance thereof,
an amount equal to the Principal Distribution Amount (or the portion
thereof remaining after any distributions in respect of the Class A, Class
B and Class C Certificates on such Distribution Date), until the
outstanding Certificate Balance of the Class D Certificates has been
reduced to zero;
(xii) twelfth, to the Holders of the Class D Certificates, until all
amounts of Collateral Support Deficit previously allocated to the Class D
Certificates, but not previously reimbursed, have been reimbursed in full;
(xiii) thirteenth, to the Holders of the Class E Certificates, in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xiv) fourteenth, after the Certificate Balances of the Class A,
Class B, Class C and Class D Certificates have been reduced to zero, to
the Holders of the Class E Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount (or
the portion thereof remaining after any distributions in respect of the
Class A, Class B, Class C and Class D Certificates on such Distribution
Date), until the outstanding Certificate Balance of the Class E
Certificates has been reduced to zero;
(xv) fifteenth, to the Holders of the Class E Certificates, until
all amounts of Collateral Support Deficit previously allocated to the
Class E Certificates, but not previously reimbursed, have been reimbursed
in full;
(xvi) sixteenth, to the Holders of the Class F Certificates, in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xvii) seventeenth, after the Certificate Balances of the Class A,
Class B, Class C, Class D and Class E Certificates have been reduced to
zero, to the Holders of the Class F Certificates, in reduction of the
Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion thereof remaining after any distributions in
respect of the Class A, Class B, Class C, Class D and Class E Certificates
on such Distribution Date), until the outstanding Certificate Balance of
the Class F Certificates has been reduced to zero;
(xviii) eighteenth, to the Holders of the Class F Certificates,
until all amounts of Collateral Support Deficit previously allocated to
the Class F Certificates, but not previously reimbursed, have been
reimbursed in full;
(xix) nineteenth, to the Holders of the Class G Certificates in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xx) twentieth, after the Certificate Balances of the Class A, Class
B, Class C, Class D, Class E and Class F Certificates have been reduced to
zero, to the Holders of the Class G Certificates, in reduction of the
Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion thereof remaining after any distributions in
respect of the Class A, Class B, Class C, Class D, Class E and Class F
Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class G Certificates has been reduced to zero;
(xxi) twenty-first, to the Holders of the Class G Certificates,
until all amounts of Collateral Support Deficit previously allocated to
the Class G Certificates, but not previously reimbursed, have been
reimbursed in full;
(xxii) twenty-second, to the Holders of the Class H Certificates in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xxiii) twenty-third, after the Certificate Balances of the Class A,
Class B, Class C, Class D, Class E, Class F and Class G Certificates have
been reduced to zero, to the Holders of the Class H Certificates, in
reduction of the Certificate Balance thereof, an amount equal to the
Principal Distribution Amount (or the portion thereof remaining after any
distributions in respect of the Class A, Class B, Class C, Class D, Class
E, Class F and Class G Certificates on such Distribution Date), until the
outstanding Certificate Balance of the Class H Certificates has been
reduced to zero;
(xxiv) twenty-fourth, to the Holders of the Class H Certificates,
until all amounts of Collateral Support Deficit previously allocated to
the Class H Certificates, but not previously reimbursed, have been
reimbursed in full;
(xxv) twenty-fifth, to the Holders of the Class I Certificates in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xxvi) twenty-sixth, after the Certificate Balances of the Class A,
Class B, Class C, Class D, Class E, Class F, Class G and Class H
Certificates have been reduced to zero, to the Holders of the Class I
Certificates, in reduction of the Certificate Balance thereof, an amount
equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A, Class B,
Class C, Class D, Class E, Class F, Class G and Class H Certificates on
such Distribution Date), until the outstanding Certificate Balance of the
Class I Certificates has been reduced to zero;
(xxvii) twenty-seventh, to the Holders of the Class I Certificates,
until all amounts of Collateral Support Deficit previously allocated to
the Class I Certificates, but not previously reimbursed, have been
reimbursed in full;
(xxviii) twenty-eighth, to the Holders of the Class J Certificates
in respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xxix) twenty-ninth, after the Certificate Balances of the Class A,
Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class I
Certificates have been reduced to zero, to the Holders of the Class J
Certificates, in reduction of the Certificate Balance thereof, an amount
equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A, Class B,
Class C, Class D, Class E, Class F, Class G, Class H and Class I
Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class J Certificates has been reduced to zero;
(xxx) thirtieth, to the Holders of the Class J Certificates, until
all amounts of Collateral Support Deficit previously allocated to the
Class J Certificates, but not previously reimbursed, have been reimbursed
in full;
(xxxi) thirty-first, to the Holders of the Class K Certificates in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xxxii) thirty-second, after the Certificate Balances of the Class
A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class I
and Class J Certificates have been reduced to zero, to the Holders of the
Class K Certificates, in reduction of the Certificate Balance thereof, an
amount equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class I and Class J
Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class K Certificates has been reduced to zero;
(xxxiii) thirty-third, to the Holders of the Class K Certificates,
until all amounts of Collateral Support Deficit previously allocated to
the Class K Certificates, but not previously reimbursed, have been
reimbursed in full;
(xxxiv) thirty-fourth, to the Holders of the Class L Certificates in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xxxv) thirty-fifth, after the Certificate Balances of the Class A,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class I,
Class J and Class K Certificates have been reduced to zero, to the Holders
of the Class L Certificates, in reduction of the Certificate Balance
thereof, an amount equal to the Principal Distribution Amount (or the
portion thereof remaining after any distributions in respect of the Class
A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class I,
Class J and Class K Certificates on such Distribution Date), until the
outstanding Certificate Balance of the Class L Certificates has been
reduced to zero;
(xxxvi) thirty-sixth, to the Holders of the Class L Certificates,
until all amounts of Collateral Support Deficit previously allocated to
the Class L Certificates, but not previously reimbursed, have been
reimbursed in full;
(xxxvii) thirty-seventh, to the Holders of the Class M Certificates
in respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xxxviii) thirty-eighth, after the Certificate Balances of the Class
A, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class I,
Class J, Class K and Class L Certificates have been reduced to zero, to
the Holders of the Class M Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount (or
the portion thereof remaining after any distributions in respect of the
Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H,
Class I, Class J, Class K and Class L Certificates on such Distribution
Date), until the outstanding Certificate Balance of the Class M
Certificates has been reduced to zero;
(xxxix) thirty-ninth, to the Holders of the Class M Certificates,
until all amounts of Collateral Support Deficit previously allocated to
the Class M Certificates, but not previously reimbursed, have been
reimbursed in full;
(xl) fortieth, to the Holders of the Class N Certificates in respect
of interest, up to an amount equal to the aggregate Interest Distribution
Amount in respect of such Class of Certificates for such Distribution
Date;
(xli) forty-first, after the Certificate Balances of the Class A,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class I,
Class J, Class K, Class L and Class M Certificates have been reduced to
zero, to the Holders of the Class N Certificates, in reduction of the
Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion thereof remaining after any distributions in
respect of the Class A, Class B, Class C, Class D, Class E, Class F, Class
G, Class H, Class I, Class J, Class K, Class L and Class M Certificates on
such Distribution Date), until the outstanding Certificate Balance of the
Class N Certificates has been reduced to zero;
(xlii) forty-second, to the Holders of the Class N Certificates,
until all amounts of Collateral Support Deficit previously allocated to
the Class N Certificates, but not previously reimbursed, have been
reimbursed in full; and
(xliii) forty-third, to the Holders of the Class R Certificates, the
amount, if any, of the Available Distribution Amount remaining in the
Upper-Tier Distribution Account with respect to such Distribution Date.
(b) On each Distribution Date, each Uncertificated Lower-Tier
Interest (other than the Class LA-2A, Class LA-2B, Class LFA and Class LFB
Uncertificated Interests) shall receive distributions in respect of principal or
reimbursement of Collateral Support Deficit in an amount equal to the amount of
principal or reimbursement of Collateral Support Deficit actually distributable
to its respective Related Certificates as provided in Sections 4.01(a) and (c).
On each Distribution Date, for so long as the Certificate Balance of the Class
A-2 Certificates is greater than $523,000,000, the Class LA-2A Uncertificated
Interest shall be deemed to receive distributions from the Lower-Tier
Distribution Account in respect of principal in an amount equal to the amount of
principal distributable to the Class A-2 Certificates as provided in Sections
4.01(a) and (c). On each Distribution Date, for so long as the Certificate
Balance of the Class A-2 Certificates is $523,000,000 or less, but greater than
zero, the Class LA-2B Uncertificated Interest shall be deemed to receive
distributions from the Lower-Tier Distribution Account in respect of principal
in an amount equal to the amount of principal distributable to the Class A-2
Certificates as provided in Sections 4.01(a) and (c). On each Distribution Date,
the Class LA-2A Uncertificated Interest and the Class LA-2B Uncertificated
Interest shall be deemed to receive distributions from the Lower-Tier
Distribution Account in respect of reimbursement of Collateral Support Deficit
distributable to the Class A-2 Certificates as provided in Sections 4.01(a) and
(c) on a pro rata basis (based on the aggregate Collateral Support Deficit
previously allocated to such Uncertificated Lower-Tier Interests). On each
Distribution Date, for so long as the Certificate Balance of the Class F
Certificates is greater than $14,000,000, the Class LFA Uncertificated Interest
shall be deemed to receive distributions from the Lower-Tier Distribution
Account in respect of principal in an amount equal to the amount of principal
distributable to the Class F Certificates as provided in Sections 4.01(a) and
(c). On each Distribution Date, for so long as the Certificate Balance of the
Class F Certificates is $14,000,000 or less, but greater than zero, the Class
LFB Uncertificated Interest shall be deemed to receive distributions from the
Lower-Tier Distribution Account in respect of principal in an amount equal to
the amount of principal distributable to the Class F Certificates as provided in
Sections 4.01(a) and (c). On each Distribution Date, the Class LFA
Uncertificated Interest and the Class LFB Uncertificated Interest shall be
deemed to receive distributions from the Lower-Tier Distribution Account in
respect of reimbursement of Collateral Support Deficit distributable to the
Class F Certificates as provided in Sections 4.01(a) and (c) on a pro rata basis
(based on the aggregate Collateral Support Deficit previously allocated to such
Uncertificated Lower-Tier Interests).
During each Interest Accrual Period, each Uncertificated Lower-Tier
Interest shall accrue interest in an amount equal to the product of the
Lower-Tier Principal Amount of each such Uncertificated Lower-Tier Interest and
the Weighted Average Net Mortgage Rate. On each Distribution Date, each
Uncertificated Lower-Tier Interest shall receive distributions in respect of
interest in an amount equal to the Interest Distribution Amount in respect of
its Related Certificates (provided, that interest distributed in respect of the
Class A-2 Certificates and the Class F Certificates shall be allocated to the
Class LA-2A and Class LA-2B Uncertificated Interests and to the Class LFA and
Class LFB Uncertificated Interests, respectively, pro rata based on interest
accrued) and its related Component of the Class X-1 or Class X-2 Certificates,
in each case to the extent actually distributable thereon as provided in Section
4.01(a). For this purpose, interest distributed on the Class X-1 and Class X-2
Certificates shall be treated as having been paid to their respective Components
pro rata. In all events, the amount accrued in respect of each Uncertificated
Lower-Tier Interest less the amount actually distributed in respect of such
Uncertificated Lower-Tier Interest shall equal the sum of (i) the Interest
Shortfall Amount allocated to such Uncertificated Lower-Tier Interest's Related
Certificate (allocated pro rata in the case of the Class LA-2A and Class LA-2B
Uncertificated Interests, and Class LFA and Class LFB Uncertificated Interests,
respectively, based on their Interest Shortfall Amounts) and (ii) the Interest
Shortfall Amount allocated to the related Class X1 Component or Class X2
Component and attributable to such Uncertificated Lower-Tier Interest. Such
amounts distributed to the Uncertificated Lower-Tier Interests in respect of
principal, interest and reimbursement of Collateral Support Deficit with respect
to any Distribution Date are referred to herein collectively as the "Lower-Tier
Distribution Amount," and shall be made by the Paying Agent by depositing such
Lower-Tier Distribution Amount in the Upper-Tier Distribution Account. No
distributions shall be made with respect to the Class X-2 Certificates after the
Distribution Date in May 2008.
As of any date, payments of principal in respect of the Mortgage
Loans and the Collateral Support Deficit shall be allocated to the
Uncertificated Lower-Tier Interests (other than the Class LA-2A, Class LA-2B,
Class LFA and Class LFB Uncertificated Interests) such that the sum of the
principal balance after application of any Collateral Support Deficit of each
Uncertificated Lower-Tier Interest and the cumulative amount of Collateral
Support Deficit allocated to such Class of Uncertificated Lower-Tier Interests
equals the sum of the Certificate Balance of the Related Certificates after the
application of any Collateral Support Deficit with respect thereto and the
cumulative amount of Collateral Support Deficit allocated to such Class of
Related Certificates. The Lower-Tier Principal Amounts of the Class LA-2A
Uncertificated Interest and the Class LA-2B Uncertificated Interest shall be
reduced, pro rata based on their respective Lower-Tier Principal Amounts, by any
Collateral Support Deficit allocated to the Class A-2 Certificates. The
Lower-Tier Principal Amount of the Class LFA Uncertificated Interest and the
Class LFB Uncertificated Interest shall be reduced by any Collateral Support
Deficit allocated to the Class F Certificates, first to the Class LFA
Uncertificated Interest until reduced to zero and then to the Class LFB
Uncertificated Interest. The initial principal balance of each Uncertificated
Lower-Tier Interest equals the respective Original Lower-Tier Principal Amount.
The interest rate with respect to each Uncertificated Lower-Tier Interest will
be the Weighted Average Net Mortgage Rate.
Any amount that remains in the Lower-Tier Distribution Account on
each Distribution Date after distribution of the Lower-Tier Distribution Amount
and the distribution of any Prepayment Premiums, Yield Maintenance Charges and
the North Peachtree Loan Prepayment Charge shall be distributed to the Holders
of the Class LR Certificates (but only to the extent of the Available
Distribution Amount for such Distribution Date remaining in the Lower-Tier
Distribution Account, if any).
(c) On and after the Distribution Date on which the Certificate
Balances of the Subordinate Certificates have all been reduced to zero (without
regard to any amounts of Collateral Support Deficit remaining unreimbursed), the
Principal Distribution Amount will be distributed, pro rata (based upon
Certificate Balances), among the Class A Certificates without regard to the
priorities set forth in Section 4.01(a)(ii).
(d) On each Distribution Date, the Paying Agent shall withdraw
from the Lower-Tier Distribution Account an aggregate amount equal to all
Prepayment Premiums, Yield Maintenance Charges and the North Peachtree Loan
Prepayment Charge actually collected on the Mortgage Loans or any REO Loans
during the related Due Period and shall distribute such amount in respect of the
Class LA-1 Uncertificated Interest by depositing such amount in the Upper-Tier
Distribution Account (notwithstanding that all principal and interest
distributable with respect to the Class LA-1 Uncertificated Interest has been
paid in full).
(e) On each Distribution Date, the Paying Agent shall withdraw any
amounts on deposit in the Upper-Tier Distribution Account that represent
Prepayment Premiums, Yield Maintenance Charges and the North Peachtree Loan
Prepayment Charge actually collected on Loans or REO Loans during the related
Due Period and remitted in respect of the Uncertificated Lower-Tier Interests
pursuant to Section 4.01(d), and shall distribute such amounts as follows:
(i) Prepayment Premiums shall be distributed to the Class A-1, Class
A-2, Class B, Class C, Class D, Class E, Class F and Class G Certificates,
in an amount equal to the product of (a) a fraction whose numerator is the
amount distributed as principal to such Class on such Distribution Date,
and whose denominator is the total amount distributed as principal to the
Class A-1, Class A-2, Class B, Class C, Class D, Class E, Class F, Class
G, Class H, Class J, Class K, Class L and Class M Certificates on such
Distribution Date, (b) 25% and (c) the total amount of Prepayment Premiums
collected during the related Due Period. Any Prepayment Premiums collected
during the related Due Period and remaining after such distributions shall
be distributed to the Holders of the Class X-1 Certificates;
(ii) Yield Maintenance Charges shall be distributed to the Class
A-1, Class A-2, Class B, Class C, Class D, Class E and Class F
Certificates, in an amount equal to the product of (a) a fraction whose
numerator is the amount distributed as principal to such Class on such
Distribution Date, and whose denominator is the total amount distributed
as principal to the Class A-1, Class A-2, Class B, Class C, Class D, Class
E, Class F, Class G, Class H, Class I, Class J, Class K, Class L and Class
M Certificates on such Distribution Date, (b) the Base Interest Fraction
for the related Principal Prepayment and such Class of Certificates and
(c) the aggregate amount of Yield Maintenance Charges collected on such
Principal Prepayment during the related Due Period. Any Yield Maintenance
Charges collected during the related Due Period remaining after such
distributions shall be distributed to the Holders of the Class X-1
Certificates;
(iii) The North Peachtree Loan Prepayment Charge shall be
distributed to the Class X-1 Certificates.
Following the reduction of the Certificate Balances of the Class
A-1, Class A-2, Class B, Class C, Class D, Class E and Class F Certificates to
zero, the Paying Agent shall distribute to the Class X Certificates all Yield
Maintenance Charges and Prepayment Premiums actually received during the related
Due Period with respect to the Loans and remitted in respect of Uncertificated
Lower-Tier Interests pursuant to Section 4.01(d).
(f) All distributions made with respect to each Class on each
Distribution Date shall be allocated pro rata among the outstanding Certificates
in such Class based on their respective Percentage Interests. Except as
otherwise specifically provided in Sections 4.01(g), 4.01(h) and 9.01, all such
distributions with respect to each Class on each Distribution Date shall be made
to the Certificateholders of the respective Class of record at the close of
business on the related Record Date and shall be made by wire transfer of
immediately available funds to the account of any such Certificateholder at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than 5 Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
Distribution Dates) and is the registered owner of Certificates with an
aggregate initial Certificate Balance or Notional Amount, as applicable, of at
least $5,000,000, or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. The final
distribution on each Certificate (determined without regard to any possible
future reimbursement of Collateral Support Deficit previously allocated to such
Certificate) will be made in like manner, but only upon presentation and
surrender of such Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to Certificateholders of such final
distribution.
Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Paying Agent, the
Trustee, the Fiscal Agent, the Certificate Registrar, the Depositor, the
Servicer, the Special Servicer, the Underwriters, the Initial Purchasers or the
Placement Agent shall have any responsibility therefor except as otherwise
provided by this Agreement or applicable law.
(g) Except as otherwise provided in Section 9.01, whenever the
Paying Agent expects that the final distribution with respect to any Class of
Certificates (determined without regard to any possible future reimbursement of
any amount of Collateral Support Deficit previously allocated to such Class of
Certificates) will be made on the next Distribution Date, the Paying Agent
shall, no later than the related P&I Advance Determination Date, mail to each
Holder on such date of such Class of Certificates a notice to the effect that:
(i) the Paying Agent expects that the final distribution with
respect to such Class of Certificates will be made on such Distribution
Date but only upon presentation and surrender of such Certificates at the
offices of the Certificate Registrar or such other location therein
specified; and
(ii) no interest shall accrue on such Certificates from and after
such Distribution Date.
Any funds not distributed to any Holder or Holders of Certificates of such Class
on such Distribution Date because of the failure of such Holder or Holders to
tender their Certificates shall, on such date, be set aside and held uninvested
in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(g) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Paying Agent, directly or through an agent, shall take such
steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and
expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust hereunder by the Trustee or the Paying Agent as a result of
such Certificateholder's failure to surrender its Certificate(s) for final
payment thereof in accordance with this Section 4.01(g).
(h) Distributions in reimbursement of Collateral Support Deficit
previously allocated to the Regular Certificates shall be made in the amounts
and manner specified in Section 4.01(a) to the Holders of the respective Class
otherwise entitled to distributions of interest and principal on such Class on
the relevant Distribution Date; provided, that all distributions in
reimbursement of Collateral Support Deficit previously allocated to a Class of
Certificates which has since been retired shall be to the prior Holders that
surrendered the Certificates of such Class upon retirement thereof and shall be
made by check mailed to the address of each such prior Holder last shown in the
Certificate Register. Notice of any such distribution to a prior Holder shall be
made in accordance with Section 11.05 at such last address. The amount of the
distribution to each such prior Holder shall be based upon the aggregate
Percentage Interest evidenced by the Certificates surrendered thereby. If the
check mailed to any such prior Holder is returned uncashed, then the amount
thereof shall be set aside and held uninvested in trust for the benefit of such
prior Holder, and the Paying Agent shall attempt to contact such prior Holder in
the manner contemplated by Section 4.01(g) as if such Holder had failed to
surrender its Certificates.
(i) Shortfalls in the Available Distribution Amount on any
Distribution Date resulting from Uncovered Prepayment Interest Shortfalls shall
be allocated to each Class of Regular Certificates, pro rata, based on the
Accrued Certificate Interest distributable to each such Class on such
Distribution Date.
(j) On each Distribution Date, any Excess Interest received with
respect to the Mortgage Loans during the related Due Period shall be distributed
to the holders of the Class S Certificates from the Excess Interest Distribution
Account.
Section 4.02 Statements to Certificateholders; CMSA Investor
Reporting Package (IRP)s.
(a) On each Distribution Date, the Paying Agent shall forward or
make available to all of the Holders of each Class of Certificates, the Trustee,
the Underwriters, the Initial Purchasers, the Placement Agent, the Servicer, the
Special Servicer, the Mortgage Loan Sellers and a certain financial market
publisher (which initially shall be Bloomberg, L.P.) a statement (substantially
in the form set forth as Exhibit H hereto and based on the information supplied
to the Paying Agent in the related CMSA Investor Reporting Package (IRP) in
accordance with CMSA guidelines) as to the distributions made on such
Distribution Date (each, a "Statement to Certificateholders") setting forth:
(i) the amount of the distribution on such Distribution Date to the
Holders of such Class of Certificates in reduction of the Certificate
Balance thereof;
(ii) the amount of the distribution on such Distribution Date to the
Holders of such Class of Certificates allocable to Distributable
Certificate Interest;
(iii) the aggregate amount of Advances made during the period from
but not including the previous Distribution Date to and including such
Distribution Date;
(iv) the aggregate amount of compensation paid to the Trustee and
servicing compensation paid to the Servicer and the Special Servicer
during the Due Period for such Distribution Date;
(v) the aggregate Stated Principal Balance of the Mortgage Loans and
any REO Loans outstanding immediately before and immediately after such
Distribution Date;
(vi) the number of loans, their aggregate principal balance,
weighted average remaining term to maturity and weighted average Mortgage
Rate of the Mortgage Loans as of the end of the related Due Period for
such Distribution Date;
(vii) the number and aggregate principal balance of Mortgage Loans
(A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent 90
days or more and (D) current but specially serviced or in foreclosure but
not REO Property;
(viii) the value of any REO Property included in the Trust Fund as
of the end of the related Due Period for such Distribution Date, based on
the most recent Appraisal or valuation;
(ix) the Available Distribution Amount for such Distribution Date;
(x) the Accrued Distributable Certificate Interest in respect of
such Class of Certificates for such Distribution Date, separately
identifying any Certificate Deferred Interest for such Distribution Date
allocated to such Class of Certificates;
(xi) the amount of the distribution on such Distribution Date to the
Holders of such Class of Certificates allocable to (A) Yield Maintenance
Charges, (B) Prepayment Premiums, (C) the North Peachtree Loan Prepayment
Charge and (D) Excess Interest;
(xii) the Pass-Through Rate for such Class of Certificates for such
Distribution Date and the next succeeding Distribution Date;
(xiii) the Scheduled Principal Distribution Amount and the
Unscheduled Principal Distribution Amount for such Distribution Date;
(xiv) the Certificate Balance or Notional Amount, as the case may
be, of each Class of Certificates immediately before and immediately after
such Distribution Date, separately identifying any reduction therein as a
result of the allocation of any Collateral Support Deficit on such
Distribution Date and the aggregate amount of all reductions as a result
of allocations of Collateral Support Deficits to date;
(xv) the Certificate Factor for each Class of Regular Certificates
immediately following such Distribution Date;
(xvi) the amount of any Appraisal Reductions effected in connection
with such Distribution Date on a loan-by-loan basis, the total Appraisal
Reduction effected in connection with such Distribution Date and the total
Appraisal Reduction Amounts as of such Distribution Date;
(xvii) the number and related Stated Principal Balance of any
Mortgage Loans extended or modified during the related Due Period;
(xviii) the amount of any remaining Class Unpaid Interest Shortfall
for such Class as of such Distribution Date;
(xix) a loan-by-loan listing of each Mortgage Loan which was the
subject of a Principal Prepayment during the related Due Period and the
amount and the type of Principal Prepayment occurring;
(xx) a loan-by-loan listing of each Mortgage Loan which was defeased
during the related Due Period;
(xxi) all deposits into, withdrawals from, and the balance of the
Interest Reserve Account on the P&I Advance Date;
(xxii) in the case of the Residual Certificates, the amount of any
distributions on such Certificates pursuant to Sections 4.01(a) and (b);
(xxiii) the amount of the distribution on such Distribution Date to
the Holders of such Class of Certificates in reimbursement of previously
allocated Collateral Support Deficit;
(xxiv) the aggregate unpaid principal balance of the Mortgage Loans
outstanding as of the close of business on the related Determination Date;
(xxv) with respect to any Mortgage Loan as to which a Liquidation
Event occurred during the related Due Period (other than a payment in
full), (A) the loan number thereof, (B) the aggregate of all Liquidation
Proceeds and other amounts received in connection with such Liquidation
Event (separately identifying the portion thereof allocable to
distributions on the Certificates), and (C) the amount of any Collateral
Support Deficit in connection with such Liquidation Event;
(xxvi) with respect to any REO Property included in the Trust Fund
as to which a Final Recovery Determination was made during the related Due
Period, (A) the loan number of the related Mortgage Loan, (B) the
aggregate of all Liquidation Proceeds and other amounts received in
connection with such Final Recovery Determination (separately identifying
the portion thereof allocable to distributions on the Certificates), and
(C) the amount of any Collateral Support Deficit in respect of the related
REO Loan in connection with such Final Recovery Determination;
(xxvii) the aggregate amount of interest on P&I Advances paid to the
Servicer and the Trustee since the preceding Distribution Date;
(xxviii) the aggregate amount of interest on Servicing Advances paid
to the Servicer, the Special Servicer and the Trustee;
(xxix) the original and then current credit support levels for each
Class of Certificates;
(xxx) the original and then current ratings for each Class of
Regular Certificates;
(xxxi) the aggregate amount of Prepayment Premiums and Yield
Maintenance Charges collected during the related Due Period; and
In the case of information furnished pursuant to clauses (i), (ii),
(xi), (xvi) and (xviii) above, the amounts shall be expressed as a dollar amount
in the aggregate for all Certificates of each applicable Class and per
Definitive Certificate.
Within a reasonable period of time after the end of each calendar
year, the Paying Agent shall furnish to each Person who at any time during the
calendar year was a Holder of a Certificate and, upon request, to the Trustee, a
statement containing the information set forth in clauses (i), (ii) and (xi)
above as to the applicable Class, aggregated for such calendar year or
applicable portion thereof during which such person was a Certificateholder,
together with such other information as the Paying Agent deems necessary or
desirable, or that a Certificateholder or Certificate Owner reasonably requests,
to enable Certificateholders to prepare their tax returns for such calendar
year. Such obligation of the Paying Agent shall be deemed to have been satisfied
to the extent that substantially comparable information shall be provided by the
Paying Agent pursuant to any requirements of the Code as from time to time are
in force.
On each Distribution Date, the Paying Agent shall forward to the
Depositor, to each Rating Agency, to each Holder of a Residual Certificate, to
the Servicer, to the Special Servicer, to the Trustee, to an agent designated by
the Directing Certificateholder (such agent shall initially be Bloomberg, L.P.)
and to any other party that the Depositor may designate, a copy of the Statement
to Certificateholders forwarded to the Holders of the Regular Certificates on
such Distribution Date.
The Paying Agent shall make available the Statement to
Certificateholders and the CMSA Investor Reporting Package through its home page
on the internet. The Paying Agent hereby acknowledges and agrees that its home
page as of the date hereof is located at "www.chase.com/absmbs" on the world
wide web. In addition, if the Depositor so directs the Paying Agent, and on
terms acceptable to the Paying Agent, the Paying Agent shall make certain other
information and reports related to the Mortgage Loans available through its home
page.
The Servicer shall, at its sole cost and expense, make available by
electronic media, bulletin board service or internet website (in addition to
making information available as provided herein) the CMSA Investor Reporting
Package, the Mortgage Loan Delinquent Report and the Payments Received After
Determination Date Report and may make any other reports the Servicer is
required or permitted to provide so available to any party to this Agreement,
the Rating Agencies or any Certificateholder or prospective Certificateholder.
The Servicer will post on its website questions and answers posed by the Rating
Agencies, Certificateholders and prospective Certificateholders to the extent
the Servicer determines in its sole discretion that any such question and answer
merely clarifies the information set forth in the CMSA Investor Reporting
Package, or constitutes an update to such information, in either case, to the
extent the Servicer determines in its sole discretion that such update would not
constitute "material information" within the meaning of the applicable
securities laws. The availability of such information or reports on the internet
or similar electronic media shall be deemed to satisfy any specific delivery
requirements of the Servicer in this Agreement. In connection with providing
access to the Servicer's Internet website, the Servicer shall take reasonable
measures to ensure that only such parties listed above may access such
information including, without limitation, requiring registration and acceptance
of a disclaimer. The Servicer shall not be liable for dissemination of this
information in accordance with this Agreement, provided that such information
otherwise meets the requirements set forth herein with respect to the form and
substance of such information or reports. The Servicer shall be entitled to
attach to any report provided pursuant to this subsection, any reasonable
disclaimer with respect to information provided, or any assumptions required to
be made by such report. Notwithstanding anything herein to the contrary, the
Servicer may, at its sole cost and expense, make available by electronic media,
bulletin board service or internet website any reports or other information the
Servicer is required or permitted to provide to any Mortgagor with respect to
such Mortgagor's Mortgage Loan to the extent such action does not conflict with
the terms of this Agreement, the terms of the Mortgage Loans or applicable law.
(b) On the second Business Day after each Determination Date, the
Servicer shall deliver to the Paying Agent the CMSA Investor Reporting Package
(IRP), reflecting information as of the close of business on the Determination
Date, in a mutually agreeable electronic format. Such information may be
delivered by the Servicer to the Paying Agent by telecopy or in such electronic
or other form as may be reasonably acceptable to the Paying Agent and the
Servicer. The Special Servicer shall from time to time (and, in any event, as
may be reasonably required by the Servicer) provide the Servicer with such
information in its possession regarding the Specially Serviced Mortgage Loans
and REO Properties as may be necessary for the Servicer to prepare each report
and any supplemental information the Servicer is required to provide hereunder
to the Paying Agent. Neither the Paying Agent nor the Depositor shall have any
obligation to recompute, verify or recalculate the information provided thereto
by the Servicer in the CMSA Investor Reporting Package (IRP). Unless the Paying
Agent has actual knowledge that any CMSA Investor Reporting Package (IRP)
contains erroneous information, the Paying Agent is authorized to rely thereon
in calculating and making distributions to Certificateholders in accordance with
Section 4.01, preparing the statements to Certificateholders required by Section
4.02(a) and allocating Collateral Support Deficit to the Certificates in
accordance with Section 4.04.
Notwithstanding the foregoing, the failure of the Servicer or
Special Servicer to disclose any information otherwise required to be disclosed
pursuant to this Section 4.02(b) or Section 4.02(c) shall not constitute a
breach of this Section 4.02(b) or of Section 4.02(c) to the extent the Servicer
or the Special Servicer so fails because such disclosure, in the reasonable
belief of the Servicer or the Special Servicer, as the case may be, would
violate any applicable law or any provision of a Mortgage Loan document
prohibiting disclosure of information with respect to the Mortgage Loans or the
Mortgaged Properties. The Servicer or the Special Servicer may affix to any
information provided by it any disclaimer it deems appropriate in its reasonable
discretion (without suggesting liability on the part of any other party hereto).
(c) As soon as reasonably practicable, upon the written request of
any Certificateholder, the Paying Agent shall provide the requesting
Certificateholder with such information that is in the Paying Agent's possession
or can reasonably be obtained by the Paying Agent (or the Trustee with respect
to information relating to the Trustee) as is requested by such
Certificateholder, for purposes of satisfying applicable reporting requirements
under Rule 144A under the Securities Act. Neither the Certificate Registrar, the
Paying Agent nor the Trustee shall have any responsibility for the sufficiency
under Rule 144A or any other securities laws of any available information so
furnished to any person including any prospective purchaser of a Certificate or
any interest therein, nor for the content or accuracy of any information so
furnished which was prepared or delivered to them by another. In addition,
pursuant to Section 8.12(b), the Paying Agent shall provide a financial market
publisher (which shall initially be Bloomberg, L.P.) certain current information
with respect to the Mortgaged Properties as set forth on Schedule I hereto.
(d) The Paying Agent shall file with the Commission, in respect of
the Trust Fund, the Uncertificated Lower-Tier Interests and the Certificates,
copies of the information, documents and other reports (or copies of such
portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act (including Statement to
Certificateholders issued pursuant to Section 4.02(a) by means of a Current
Report on Form 8-K and an Annual Report on Form 10-K). The Servicer and the
Special Servicer agree to provide the Paying Agent with such information in a
timely fashion as may be requested by the Paying Agent in connection with such
Exchange Act reports. In the event that the Depositor determines that electronic
filing through the EDGAR System is required for any reports, the Depositor may
either (x) request that the Paying Agent process such filing or (y) cause the
filing to be processed by the Depositor or its designee upon receipt from the
Paying Agent of the reports, documents and other information described above.
Notwithstanding the foregoing, the Depositor shall file with the Commission,
within fifteen days after the Closing Date, a Current Report on Form 8-K
together with this Agreement.
Section 4.03 P&I Advances.
(a) On or before 3:00 p.m., New York City time, on each P&I
Advance Date, the Servicer shall either (i) deposit into the Lower-Tier
Distribution Account from its own funds an amount equal to the aggregate amount
of P&I Advances, if any, to be made in respect of the related Distribution Date,
(ii) apply amounts held in the Certificate Account for future distribution to
Certificateholders in subsequent months in discharge of any such obligation to
make P&I Advances or (iii) make P&I Advances in the form of any combination of
(i) and (ii) aggregating the total amount of P&I Advances to be made. Any
amounts held in the Certificate Account for future distribution and so used to
make P&I Advances shall be appropriately reflected in the Servicer's records and
replaced by the Servicer by deposit in the Certificate Account on or before the
next succeeding P&I Advance Determination Date (to the extent not previously
replaced through the deposit of Late Collections of the delinquent principal
and/or interest in respect of which such P&I Advances were made). The Servicer
shall notify the Trustee and the Paying Agent of (i) the aggregate amount of P&I
Advances for a Distribution Date and (ii) the amount of any Nonrecoverable P&I
Advances for such Distribution Date, on or before 2 Business Days prior to such
Distribution Date. If the Servicer fails to make a required P&I Advance by 4:00
p.m., New York City time, on any P&I Advance Date, the Trustee shall make such
P&I Advance pursuant to Section 7.05 by noon, New York City time, on the related
Distribution Date, and if the Trustee fails to make a required P&I Advance, the
Fiscal Agent shall make such P&I Advance pursuant to Section 7.05 by 1:00 p.m.,
New York City time unless the Servicer shall have cured such failure (and
provided written notice of such cure to the Trustee, the Fiscal Agent and the
Paying Agent) by 10:00 a.m. on such Distribution Date. In the event that the
Servicer fails to make a required P&I Advance hereunder, the Paying Agent shall
notify the Trustee in writing (which may be via facsimile) of such circumstances
by 4:30 p.m. (New York City time) on the related P&I Advance Date.
(b) Subject to Section 4.03(c) and (e) below, the aggregate amount
of P&I Advances to be made by the Servicer with respect to any Distribution Date
shall equal the aggregate of: (i) all Monthly Payments (in each case, net of
related Servicing Fees) other than Balloon Payments, that were due during the
related Due Period and delinquent as of the close of business on the P&I Advance
Determination Date (or not advanced by the Servicer or any Sub-Servicer on
behalf of the Servicer) and (ii) with respect to each Mortgage Loan as to which
the related Balloon Payment was due during or prior to the related Due Period
and was delinquent as of the end of the related Due Period (including any REO
Loan as to which the Balloon Payment would have been past due), an amount equal
to the Assumed Scheduled Payment therefor. Subject to subsection (c) below, the
obligation of the Servicer to make such P&I Advances is mandatory, and with
respect to any Mortgage Loan or REO Loan, shall continue until the Distribution
Date on which the proceeds, if any, received in connection with a Liquidation
Event with respect thereto are to be distributed.
(c) Notwithstanding anything herein to the contrary, no P&I
Advance shall be required to be made hereunder if such P&I Advance would, if
made, constitute a Nonrecoverable P&I Advance.
(d) In connection with the recovery of any P&I Advance out of the
Certificate Account pursuant to Section 3.05(a), the Servicer shall be entitled
to pay itself, the Trustee or the Fiscal Agent, as the case may be (in reverse
of such order with respect to any Mortgage Loan or REO Property), out of any
amounts then on deposit in the Certificate Account, interest at the
Reimbursement Rate in effect from time to time, accrued on the amount of such
P&I Advance from the date made to but not including the date of reimbursement
(or if such P&I Advance was made prior to the end of any grace period applicable
to the subject delinquent Monthly Payment, for so long as such P&I Advance is
outstanding following the end of such grace period). The Servicer shall
reimburse itself, the Trustee or the Fiscal Agent, as the case may be, for any
outstanding P&I Advance as soon as practicably possible after funds available
for such purpose are deposited in the Certificate Account.
(e) Notwithstanding the foregoing, (i) none of the Servicer, the
Trustee or the Fiscal Agent shall make an advance for Excess Interest,
Prepayment Premiums, Yield Maintenance Charges, Penalty Charges or the North
Peachtree Prepayment Penalty Charge and (ii) the amount required to be advanced
in respect of delinquent Monthly Payments or Assumed Scheduled Payments on
Mortgage Loans that have been subject to an Appraisal Reduction Event will
equal, with respect to any Distribution Date and any Mortgage Loan, the amount
that would be required to be advanced by the Servicer without giving effect to
the Appraisal Reduction less any Appraisal Reduction Amount with respect to such
Mortgage Loan for such Distribution Date.
Section 4.04 Allocation of Collateral Support Deficit.
(a) On each Distribution Date, immediately following the
distributions to be made on such date pursuant to Section 4.01 and the
allocation of Certificate Deferred Interest pursuant to Section 4.06, the Paying
Agent shall calculate the amount, if any, by which (i) the aggregate Stated
Principal Balance of the Mortgage Loans and any REO Loans expected to be
outstanding immediately following such Distribution Date, is less than (ii) the
then aggregate Certificate Balance of the Regular Certificates after giving
effect to distributions of principal on such Distribution Date and the
allocation of Certificate Deferred Interest pursuant to Section 4.06 (any such
deficit, the "Collateral Support Deficit"). Any allocation of Collateral Support
Deficit to a Class of Regular Certificates shall be made by reducing the
Certificate Balance thereof by the amount so allocated. Any Collateral Support
Deficit allocated to a Class of Regular Certificates shall be allocated among
the respective Certificates of such Class in proportion to the Percentage
Interests evidenced thereby. The allocation of Collateral Support Deficit shall
constitute an allocation of losses and other shortfalls experienced by the Trust
Fund. Reimbursement of previously allocated Collateral Support Deficit will not
constitute distributions of principal for any purpose and will not result in an
additional reduction in the Certificate Balance of the Class of Certificates in
respect of which any such reimbursement is made.
(b) On each Distribution Date, the Certificate Balances of the
Regular Certificates will be reduced without distribution as a write-off to the
extent of any Collateral Support Deficit, if any, allocable to such Certificates
with respect to such Distribution Date. Any such write-off shall be allocated
among the respective Certificates as follows: first, to the Class N
Certificates; second, to the Class M Certificates; third, to the Class L
Certificates; fourth, to the Class K Certificates; fifth, to the Class J
Certificates; sixth, to the Class I Certificates; seventh, to the Class H
Certificates; eighth, to the Class G Certificates; ninth, to the Class F
Certificates; tenth, to the Class E Certificates; eleventh, to the Class D
Certificates; twelfth, to the Class C Certificates; thirteenth, to the Class B
Certificates, in each case, until the remaining Certificate Balance of each such
Class of Certificates has been reduced to zero; and fourteenth, to the Class A-1
Certificates and the Class A-2 Certificates pro rata (based upon Certificate
Balance), until the remaining Certificate Balances of such Classes of
Certificates have been reduced to zero.
(c) With respect to any Distribution Date, any Collateral Support
Deficit allocated to a Class of Certificates pursuant to Section 4.04(b) with
respect to such Distribution Date shall reduce the Lower-Tier Principal Amount
of the Related Uncertificated Lower-Tier Interest with respect thereto as a
write-off.
Section 4.05 Appraisal Reductions.
The aggregate Appraisal Reduction will be allocated by the Paying
Agent on each Distribution Date, only for purposes of determining the amount of
P&I Advances with respect to the related Mortgage Loan, to the Certificate
Balance of the Class N, Class M, Class L, Class K, Class J, Class I, Class H,
Class G, Class F, Class E, Class D, Class C and Class B Certificates, in that
order, up to the amount of their respective Certificate Balances. On any
Distribution Date, an Appraisal Reduction that otherwise would be allocated to a
Class of Certificates will be allocated to the next most subordinate Class to
the extent that the Certificate Balance on such Distribution Date for such Class
of Certificates (prior to taking the Appraisal Reduction into account) is less
than the Appraisal Reduction for such Distribution Date. An Appraisal Reduction
shall not affect the Certificate Balance for the purpose of calculating Voting
Rights or for the purpose of determining the identity of the Controlling Class.
Section 4.06 Certificate Deferred Interest.
(a) On each Distribution Date, the amount of interest
distributable to a Class of Certificates (other than the Class X Certificates)
shall be reduced by an amount equal to the amount of Mortgage Deferred Interest
for all Mortgage Loans for the Due Dates occurring in the related Due Period
allocated to such Class of Certificates, such Mortgage Deferred Interest to be
allocated first to the Class N Certificates, second to the Class M Certificates,
third to the Class L Certificates, fourth to the Class K Certificates, fifth to
the Class J Certificates, sixth to the Class I Certificates, seventh to the
Class H Certificates, eighth to the Class G Certificates; ninth to the Class F
Certificates, tenth to the Class E Certificates; eleventh to the Class D
Certificates; twelfth to the Class C Certificates, thirteenth, to the Class B
Certificates, and fourteenth, pro rata (based upon Accrued Certificate
Interest), to the Class A-1 and Class A-2 Certificates, in each case up to the
respective Accrued Certificate Interest for each such Class of Certificates for
such Distribution Date.
(b) On each Distribution Date, the Certificate Balances of the
Class A-1, Class A-2, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class I, Class J, Class K, Class L, Class M and Class N Certificates
shall be increased by the amount of the Certificate Deferred Interest allocated
to such Class of Certificates on such Distribution Date pursuant to Section
4.06(a) above.
(c) With respect to any Distribution Date, any Certificate
Deferred Interest with respect to such Distribution Date allocated pursuant to
Section 4.06(a) to a Class of Certificates shall be allocated in reduction of
the amount of interest distributable to the Related Uncertificated Lower-Tier
Interest with respect thereto. On each Distribution Date, to the extent provided
in Section 4.06(b), Certificate Deferred Interest will be added to the
Lower-Tier Principal Amount of the Uncertificated Lower-Tier Interests in the
same manner as the interest thereon was reduced pursuant to the preceding
sentence.
Section 4.07 Grantor Trust Reporting.
The parties intend that the portions of the Trust Fund consisting of
the Excess Interest and the Excess Interest Distribution Account shall be
treated as a "grantor trust" under the Code, and the provisions thereof shall be
interpreted consistently with this intention. In furtherance of such intention,
the Paying Agent shall furnish or cause to be furnished to the Class S
Certificateholders and shall file or cause to be filed with the Internal Revenue
Service together with Form 1041 or such other form as may be applicable and
shall furnish or cause to be furnished (i) to the Holders of the Class S
Certificates, their allocable share of income with respect to Excess Interest as
such amounts accrue or are received, as the case may be, after the related
Anticipated Prepayment Date.
[End of Article IV]
ARTICLE V
THE CERTIFICATES
Section 5.01 The Certificates.
(a) The Certificates will be substantially in the respective forms
annexed hereto as Exhibits A-1 through and including A-20. The Certificates will
be issuable in registered form only; provided, however, that in accordance with
Section 5.03 beneficial ownership interests in the Regular Certificates shall
initially be held and transferred through the book-entry facilities of the
Depository. The Class S, Class R and Class LR Certificates will each be issuable
in one or more registered, definitive physical certificates (each, a "Definitive
Certificate") substantially in the form of Certificates of each Class and with
such applicable legends as are set forth in the Exhibits hereto corresponding to
such Class. Each Certificate will share ratably in all rights of the related
Class. The Class X Certificates will be issuable only in minimum Denominations
of authorized initial Notional Amount of not less than $1,000,000 and in
integral multiples of $1.00 in excess thereof. The Offered Certificates will be
issuable only in minimum Denominations of authorized initial Certificate Balance
of not less than $10,000, and in integral multiples of $1.00 in excess thereof.
The Non-Registered Certificates (other than the Class X Certificates and the
Residual Certificates) will be issuable in minimum Denominations of authorized
initial Certificate Balance of not less than $250,000, and in integral multiples
of $1.00 in excess thereof. If the Original Certificate Balance or initial
Notional Amount, as applicable, of any Class does not equal an integral multiple
of $1.00, then a single additional Certificate of such Class may be issued in a
minimum denomination of authorized initial Certificate Balance or initial
Notional Amount, as applicable, that includes the excess of (i) the Original
Certificate Balance or initial Notional Amount, as applicable, of such Class
over (ii) the largest integral multiple of $1.00 that does not exceed such
amount. The Class S, Class R and Class LR Certificates will be issuable only in
one or more Definitive Certificates in denominations representing Percentage
Interests of not less than 20%. With respect to any Certificate or any
beneficial interest in a Certificate, the "Denomination" thereof shall be (i)
the amount (a) set forth on the face thereof or, (b) set forth on a schedule
attached thereto or (c) in the case of any beneficial interest in a Book-Entry
Certificate, the interest of the related Certificate Owner in the applicable
Class of Certificates as reflected on the books and records of the Depository or
related Participants, as applicable, (ii) expressed in terms of initial
Certificate Balance or initial Notional Amount, as applicable, and (iii) be in
an authorized denomination, as set forth above. The Book-Entry Certificates will
be issued as one or more certificates registered in the name of a nominee
designated by the Depository, and Certificate Owners will hold interests in the
Book-Entry Certificates through the book-entry facilities of the Depository in
the minimum Denominations and aggregate Denominations as set forth in the above.
No Certificate Owner of a Book-Entry Certificate of any Class thereof will be
entitled to receive a Definitive Certificate representing its interest in such
Class, except as provided in Section 5.03 herein. Unless and until Definitive
Certificates are issued in respect of a Class of Book-Entry Certificates,
beneficial ownership interests in such Class of Certificates will be maintained
and transferred on the book-entry records of the Depository and Depository
Participants, and all references to actions by Holders of such Class of
Certificates will refer to action taken by the Depository upon instructions
received from the related registered Holders of Certificates through the
Depository Participants in accordance with the Depository's procedures and,
except as otherwise set forth herein, all references herein to payments,
notices, reports and statements to Holders of such Class of Certificates will
refer to payments, notices, reports and statements to the Depository or its
nominee as the registered Holder thereof, for distribution to the related
registered Holders of Certificates through the Depository Participants in
accordance with the Depository's procedures.
(b) The Certificates shall be executed by manual or facsimile
signature on behalf of the Certificate Registrar by an authorized officer.
Certificates bearing the manual or facsimile signatures of individuals who were
at any time the authorized officers of the Certificate Registrar shall be
entitled to all benefits under this Agreement, subject to the following
sentence, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Certificates
or did not hold such offices at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, however, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the
Authenticating Agent by manual signature, and such certificate of authentication
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication. The Chase
Manhattan Bank, 450 West 33rd Street, 14th Floor, New York, New York 10001 is
hereby initially appointed Authenticating Agent with power to act on the
Trustee's behalf in the authentication and delivery of the Certificates in
connection with transfers and exchanges as herein provided. If The Chase
Manhattan Bank is removed as Paying Agent, then The Chase Manhattan Bank shall
be terminated as Authenticating Agent. If the Authenticating Agent is
terminated, the Trustee shall appoint a successor Authenticating Agent, which
may be the Trustee or an Affiliate thereof.
(c) Any of the Certificates may be issued with appropriate
insertions, omissions, substitutions and variations, and may have imprinted or
otherwise reproduced thereon such legend or legends, not inconsistent with the
provisions of this Agreement, as may be required to comply with any law or with
rules or regulations pursuant thereto, or with the rules of any securities
market in which the Certificates are admitted to trading, or to conform to
general usage.
Section 5.02 Registration of Transfer and Exchange of
Certificates.
(a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Chase Manhattan Bank, 450 West 33rd Street, 14th Floor, New York, New York
10001 is hereby initially appointed Certificate Registrar for the purpose of
registering Certificates and transfers and exchanges of Certificates as herein
provided. The Certificate Registrar may appoint, by a written instrument
delivered to the Depositor, the Trustee, the Fiscal Agent, the Special Servicer
and the Servicer, any other bank or trust company to act as Certificate
Registrar under such conditions as the predecessor Certificate Registrar may
prescribe, provided that the predecessor Certificate Registrar shall not be
relieved of any of its duties or responsibilities hereunder by reason of such
appointment. If The Chase Manhattan Bank resigns or is removed as Certificate
Registrar, the Trustee shall immediately succeed to its predecessor's duties as
Certificate Registrar. If The Chase Manhattan Bank is removed as Paying Agent,
then The Chase Manhattan Bank shall be removed as Certificate Registrar. The
Depositor, the Trustee, the Servicer and the Special Servicer shall have the
right to inspect the Certificate Register or to obtain a copy thereof at all
reasonable times, and to rely conclusively upon a certificate of the Certificate
Registrar as to the information set forth in the Certificate Register. The names
and addresses of all Certificateholders and the names and addresses of the
transferees of any Certificates shall be registered in the Certificate Register;
provided, however, in no event shall the Certificate Registrar be required to
maintain in the Certificate Register the names of Certificate Owners. The Person
in whose name any Certificate is so registered shall be deemed and treated as
the sole owner and Holder thereof for all purposes of this Agreement and the
Certificate Registrar, the Servicer, the Trustee, the Paying Agent, the Special
Servicer and any agent of any of them shall not be affected by any notice or
knowledge to the contrary. A Definitive Certificate is transferable or
exchangeable only upon the surrender of such Certificate to the Certificate
Registrar at its office maintained at 450 West 33rd Street, 8th Floor, New York,
New York 10001 (the "Registrar Office") together with an assignment and transfer
(executed by the Holder or his duly authorized attorney). Subject to the
requirements of Sections 5.02(b), (c) and (d), the Certificate Registrar shall
execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in
Denominations of a like aggregate Denomination as the Definitive Certificate
being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Section 5.02(e). Each Certificate surrendered for
registration of transfer shall be canceled, and the Certificate Registrar shall
hold such canceled Certificates in accordance with its standard procedures.
(b) No transfer of any Non-Registered Certificate shall be made
unless that transfer is made pursuant to an effective registration statement
under the Securities Act, and effective registration or qualification under
applicable state securities laws, or is made in a transaction which does not
require such registration or qualification. If a transfer (other than one by the
Depositor to an Affiliate thereof) is to be made in reliance upon an exemption
from the Securities Act, and under the applicable state securities laws, then
either: (i) the Certificate Registrar shall require that the transferee deliver
to the Certificate Registrar an investment representation letter (the
"Investment Representation Letter") substantially in the form of Exhibit C
attached hereto, which Investment Representation Letter shall certify, among
other things, that the transferee is an institutional "accredited investor" as
defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act (an "Institutional Accredited Investor") or a "qualified institutional
buyer" as defined in Rule 144A under the Securities Act (a "Qualified
Institutional Buyer"), and the Certificate Registrar may also require that the
transferee deliver to the Certificate Registrar an Opinion of Counsel if such
transferee is not a Qualified Institutional Buyer or (ii) if the certifications
described in the preceding clause (i) cannot be provided, (a) the Certificate
Registrar shall require an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar and the Depositor that such transfer may be made pursuant
to an exemption, describing the applicable exemption and the basis therefor,
from registration or qualification under the Securities Act, applicable state
securities laws and other relevant laws, which Opinion of Counsel shall not be
an expense of the Trust Fund, the Certificate Registrar, the Depositor or the
Trustee and (b) the Certificate Registrar shall require the transferor to
execute a certification in form and substance satisfactory to the Certificate
Registrar setting forth the facts surrounding such transfer; provided, however,
that a transfer of a Non-Registered Certificate of any such Class may be made to
a trust if the transferor provides to the Certificate Registrar and to the
Trustee a certification that interests in such trust may only be transferred
subject to requirements substantially to the effect set forth in this Section
5.02. No transfer of any interest in a Class S Certificate shall be made unless
such transfer is made to a Qualified Institutional Buyer and such transferee is
not an ERISA Prohibited Holder. The Certificate Registrar will furnish, or cause
to be furnished, upon the request of any Holder of Non-Registered Certificates,
to a prospective purchaser of such Non-Registered Certificates who is a
Qualified Institutional Buyer, such information as is specified in paragraph
(d)(4) of Rule 144A with respect to the Trust Fund, unless, at the time of such
request, the entity with respect to which such information is to be provided is
subject to the reporting requirements of Section 15(d) of the Exchange Act. None
of the Depositor, the Trustee, the Servicer or the Certificate Registrar is
obligated to register or qualify any Class of Non-Registered Certificates under
the Securities Act or any other securities law or to take any action not
otherwise required under this Agreement to permit the transfer of any
Non-Registered Certificate without registration or qualification. Any Holder of
a Non-Registered Certificate desiring to effect such a transfer shall, and does
hereby agree to, indemnify the Depositor, the Trustee, the Servicer and the
Certificate Registrar against any liability that may result if the transfer is
not so exempt or is not made in accordance with such federal and state laws.
Unless the Certificate Registrar determines otherwise in accordance with
applicable law and the rules and procedures of, or applicable to, the Depository
(the "Depository Rules"), transfers of a beneficial interest in a Book-Entry
Certificate representing an interest in a Non-Registered Certificate that is not
rated in one of the top four categories by a nationally recognized statistical
rating organization to (i) an Institutional Accredited Investor will require
delivery in the form of a Definitive Certificate and the Certificate Registrar
shall register such transfer only upon compliance with the foregoing provisions
of this Section 5.02(b) or (ii) a Qualified Institutional Buyer may only be
effectuated by means of an "SRO Rule 144A System" approved for such purpose by
the Commission.
Unless the Non-Registered Certificates have been registered under
the Securities Act, each of the Non-Registered Certificates shall bear a legend
substantially to the following effect:
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES
LAWS. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT
TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN
ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND (A)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THIS
CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C)
(OTHER THAN WITH RESPECT TO A CLASS S OR RESIDUAL CERTIFICATE) TO AN
INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501
(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN
A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE
SECURITIES ACT, OR (D) (OTHER THAN WITH RESPECT TO A CLASS S OR
RESIDUAL CERTIFICATE) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH
OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE
TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER
IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT
PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN
TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT
REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED
INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A CLASS S OR
RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY
ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE
IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
144A.
(c) With respect to the ERISA Restricted Certificates and the
Class S Certificates, no sale, transfer, pledge or other disposition by any
Holder of any such Certificate shall be made unless the Certificate Registrar
shall have received either (i) a representation letter from the proposed
purchaser or transferee of such Certificate substantially in the form of Exhibit
G attached hereto, to the effect that such proposed purchaser or transferee is
not (a) an employee benefit plan subject to the fiduciary responsibility
provisions of ERISA or Section 4975 of the Code, or a governmental plan (as
defined in Section 3(32) of ERISA) subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (each, a "Plan") or (b) a person acting on
behalf of or using the assets of any such Plan (including an entity whose
underlying assets include Plan assets by reason of investment in the entity by
such Plan and the application of Department of Labor Regulation ss. 2510.3-101),
other than, except with respect to the Class S Certificates, an insurance
company using the assets of its general account under circumstances whereby the
purchase and holding of such Certificates by such insurance company would be
exempt from the prohibited transaction provisions of ERISA and the Code under
Prohibited Transaction Class Exemption 95-60 or (ii) if such Certificate is
presented for registration in the name of a purchaser or transferee that is any
of the foregoing, an Opinion of Counsel in form and substance satisfactory to
the Certificate Registrar and the Depositor to the effect that the acquisition
and holding of such Certificate by such purchaser or transferee will not result
in the assets of the Trust Fund being deemed to be "plan assets" and subject to
the fiduciary responsibility provisions of ERISA, the prohibited transaction
provisions of the Code or the provisions of any Similar Law, will not constitute
or result in a "prohibited transaction" within the meaning of ERISA, Section
4975 of the Code or any Similar Law, and will not subject the Trustee, the
Certificate Registrar, the Servicer, the Special Servicer, the Paying Agent, the
Fiscal Agent, the Underwriters, the Initial Purchasers, the Placement Agent or
the Depositor to any obligation or liability (including obligations or
liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in
addition to those set forth in the Agreement. The Certificate Registrar shall
not register the sale, transfer, pledge or other disposition of any such
Certificate unless the Certificate Registrar has received either the
representation letter described in clause (i) above or the Opinion of Counsel
described in clause (ii) above. The costs of any of the foregoing representation
letters or Opinions of Counsel shall not be borne by any of the Depositor, the
Servicer, the Special Servicer, the Trustee, the Paying Agent, the Underwriters,
the Initial Purchasers, the Placement Agent, the Certificate Registrar or the
Trust Fund. Each Certificate Owner of an ERISA Restricted Certificate or a Class
S Certificate shall be deemed to represent that it is not a Person specified in
clauses (a) or (b) above. Any transfer, sale, pledge or other disposition of any
such Certificates that would constitute or result in a prohibited transaction
under ERISA, Section 4975 of the Code or any Similar Law, or would otherwise
violate the provisions of this Section 5.02(c) shall be deemed absolutely null
and void ab initio, to the extent permitted under applicable law.
So long as any of the Class of Certificates remains outstanding, the
Servicer will make available, or cause to be made available, upon request, to
any Holder and any Person to whom any such Certificate of any such Class of
Certificates may be offered or sold, transferred, pledged or otherwise disposed
of by such Holder, information with respect to the Servicer, the Special
Servicer or the Mortgage Loans necessary to the provision of an Opinion of
Counsel described in this Section 5.02(c).
(d) (i) Each Person who has or who acquires any Ownership Interest
in a Residual Certificate shall be deemed by the acceptance or acquisition
of such Ownership Interest to have agreed to be bound by the following
provisions and to have irrevocably authorized the Paying Agent under
clause (ii) below to deliver payments to a Person other than such Person.
The rights of each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:
(A) (i) No Person holding or acquiring any Ownership Interest
in a Residual Certificate shall be a Disqualified Organization or
agent thereof (including a nominee, middleman or similar person) (an
"Agent"), a Plan or a Person acting on behalf of or investing the
assets of a Plan (such Plan or Person, an "ERISA Prohibited Holder")
or a Non-U.S. Person and (ii) each Person holding or acquiring any
Ownership Interest in a Residual Certificate shall be a Permitted
Transferee and in each case shall promptly notify the Servicer, the
Trustee and the Certificate Registrar of any change or impending
change to such status;
(B) In connection with any proposed Transfer of any Ownership
Interest in a Residual Certificate, the Certificate Registrar shall
require delivery to it, and no Transfer of any Residual Certificate
shall be registered until the Certificate Registrar receives, an
affidavit substantially in the form attached hereto as Exhibit D-1
(a "Transfer Affidavit") from the proposed Transferee, in form and
substance satisfactory to the Certificate Registrar, representing
and warranting, among other things, that such Transferee is a
Permitted Transferee and is not a Disqualified Organization or Agent
thereof, an ERISA Prohibited Holder or a Non-U.S. Person, and that
it has reviewed the provisions of this Section 5.02(d) and agrees to
be bound by them;
(C) Notwithstanding the delivery of a Transfer Affidavit by a
proposed Transferee under clause (b) above, if the Certificate
Registrar has actual knowledge that the proposed Transferee is a
Disqualified Organization or Agent thereof, an ERISA Prohibited
Holder or a Non-U.S. Person or is not a Permitted Transferee, no
Transfer of an Ownership Interest in a Residual Certificate to such
proposed Transferee shall be effected; and
(D) Each Person holding or acquiring any Ownership Interest in
a Residual Certificate shall agree (1) to require a Transfer
Affidavit from any prospective Transferee to whom such Person
attempts to transfer its Ownership Interest in such Residual
Certificate and (2) not to transfer its Ownership Interest in such
Residual Certificate unless it provides to the Certificate Registrar
a letter substantially in the form attached hereto as Exhibit D-2 (a
"Transferor Letter") certifying that, among other things, it has no
actual knowledge that such prospective Transferee is a Disqualified
Organization or Agent thereof, an ERISA Prohibited Holder or a
Non-U.S. Person.
(ii) If any purported Transferee shall become a Holder of a Residual
Certificate in violation of the provisions of this Section 5.02(d), then
the last preceding Holder of such Residual Certificate that was in
compliance with the provisions of this Section 5.02(d) shall be restored,
to the extent permitted by law, to all rights as Holder thereof
retroactive to the date of registration of such Transfer of such Residual
Certificate. None of the Trustee, the Servicer, the Authenticating Agent
and the Certificate Registrar shall be under any liability to any Person
for any registration of Transfer of a Residual Certificate that is in fact
not permitted by this Section 5.02(d) or for making any payments due on
such Certificate to the Holder thereof or for taking any other action with
respect to such Holder under the provisions of this Agreement; provided,
however, that the Certificate Registrar shall be under such liability for
a registration of Transfer of a Residual Certificate if it has actual
knowledge that the proposed Transferee is a Disqualified Organization or
Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Person in
violation of Section 5.02(d)(i)(C) above or is not a Permitted Transferee.
(iii) The Paying Agent shall make available to the Internal Revenue
Service and those Persons specified by the REMIC Provisions, upon written
request of the Trustee, all information in its possession and necessary to
compute any tax imposed as a result of the Transfer of an Ownership
Interest in a Residual Certificate to any Person who is a Disqualified
Organization or Agent thereof, including the information described in
Treasury regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with
respect to the "excess inclusions" of such Residual Certificate.
(e) Subject to the restrictions on transfer and exchange set forth
in this Section 5.02, the Holder of any Definitive Certificate may transfer or
exchange the same in whole or in part (with a Denomination equal to any
authorized denomination) by surrendering such Certificate at the Registrar
Office or at the office of any successor Certificate Registrar or transfer agent
appointed by the Certificate Registrar, together with an instrument of
assignment or transfer (executed by the Holder or its duly authorized attorney),
in the case of transfer, and a written request for exchange in the case of
exchange. Subject to the restrictions on transfer set forth in this Section 5.02
and Depository Rules, any Certificate Owner owning a beneficial interest in a
Non-Registered Certificate may cause the Certificate Registrar to request that
the Depository exchange such Certificate Owner's beneficial interest in a
Book-Entry for a Definitive Certificate or Certificates. Following a proper
request for transfer or exchange, the Certificate Registrar shall, within 5
Business Days of such request if made at such Registrar Office, or within 10
Business Days if made at the office of a transfer agent (other than the
Certificate Registrar), execute and deliver at such Registrar Office or at the
office of such transfer agent, as the case may be, to the transferee (in the
case of transfer) or Holder (in the case of exchange) or send by first class
mail (at the risk of the transferee in the case of transfer or Holder in the
case of exchange) to such address as the transferee or Holder, as applicable,
may request, a Definitive Certificate or Certificates, as the case may require,
for a like aggregate Denomination and in such Denomination or Denominations as
may be requested. The presentation for transfer or exchange of any Definitive
Certificate shall not be valid unless made at the Registrar Office or at the
office of a transfer agent by the registered Holder in person, or by a duly
authorized attorney-in-fact. The Certificate Registrar may decline to accept any
request for an exchange or registration of transfer of any Certificate during
the period of 15 days preceding any Distribution Date.
(f) In the event a Responsible Officer of the Certificate
Registrar becomes aware that a Definitive Certificate (other than a Definitive
Certificate issued in exchange for a Certificate representing an interest in the
Class A-1, Class A-2, Class B, Class C, Class D, Class E, Class F, Class G or
Class X Certificates) or a beneficial interest in a Book-Entry Certificate
representing a Non-Registered Certificate is being held by or for the benefit of
a Person who is not an Eligible Investor, or that such holding is unlawful under
the laws of a relevant jurisdiction, then the Certificate Registrar shall have
the right to void such transfer, if permitted under applicable law, or to
require the investor to sell such Definitive Certificate or beneficial interest
in such Book-Entry Certificate to an Eligible Investor within 14 days after
notice of such determination and each Certificateholder by its acceptance of a
Certificate authorizes the Certificate Registrar to take such action.
(g) The Certificate Registrar shall provide notice to the Trustee,
the Servicer, the Special Servicer, the Paying Agent and the Depositor of each
transfer of a Certificate on its books and records and to provide each such
Person with an updated copy of the Certificate Register on or about January 1st
and July 1st of each year, commencing July 1, 2001.
(h) No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in this Section 5.02 except as provided below. In
connection with any transfer to an Institutional Accredited Investor, the
transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided herein) incurred by the Certificate Registrar in connection with
such transfer. With respect to any transfer or exchange of any Certificate, the
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer or exchange.
(i) All Certificates surrendered for transfer and exchange shall
be physically canceled by the Certificate Registrar, and the Certificate
Registrar shall hold such canceled Certificates in accordance with its standard
procedures.
Section 5.03 Book-Entry Certificates.
(a) The Regular Certificates shall initially be issued as one or
more Certificates registered in the name of the Depository or its nominee and,
except as provided in subsection (c) below, transfer of such Certificates may
not be registered by the Certificate Registrar unless such transfer is to a
successor Depository that agrees to hold such Certificates for the respective
Certificate Owners with Ownership Interests therein. Such Certificate Owners
shall hold and transfer their respective Ownership Interests in and to such
Certificates through the book-entry facilities of the Depository and, except as
provided in Section 5.02(e) above or subsection (c) below, shall not be entitled
to Definitive Certificates in respect of such Ownership Interests. All transfers
by Certificate Owners of their respective Ownership Interests in the Book-Entry
Certificates shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing such Certificate Owner.
Each Depository Participant shall only transfer the Ownership Interests in the
Book-Entry Certificates of Certificate Owners it represents or of brokerage
firms for which it acts as agent in accordance with the Depository's normal
procedures.
(b) The Trustee, the Servicer, the Special Servicer, the Paying
Agent, the Depositor and the Certificate Registrar may for all purposes,
including the making of payments due on the Book-Entry Certificates, deal with
the Depository as the authorized representative of the Certificate Owners with
respect to such Certificates for the purposes of exercising the rights of
Certificateholders hereunder. The rights of Certificate Owners with respect to
the Book-Entry Certificates shall be limited to those established by law and
agreements between such Certificate Owners and the Depository Participants and
brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of the Book-Entry
Certificates with respect to any particular matter shall not be deemed
inconsistent if they are made with respect to different Certificate Owners. The
Certificate Registrar may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and shall give
notice to the Depository of such record date.
(c) If (i)(A) the Depositor advises the Trustee, the Paying Agent
and the Certificate Registrar in writing that the Depository is no longer
willing or able to properly discharge its responsibilities with respect to the
Book-Entry Certificates and (B) the Depositor is unable to locate a qualified
successor, or (ii) the Depositor at its option advises the Trustee, the Paying
Agent and the Certificate Registrar in writing that it elects to terminate the
book-entry system through the Depository, the Paying Agent shall notify the
affected Certificate Owners, through the Depository with respect to all, any
Class or any portion of any Class of the Certificates or (iii) the Trustee
determines that Definitive Certificates are required in accordance with the
provisions of Section 5.03(e), of the occurrence of any such event and of the
availability of Definitive Certificates to Certificate Owners requesting the
same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates
by the Depository or any custodian acting on behalf of the Depository,
accompanied by registration instructions from the Depository for registration of
transfer, the Certificate Registrar shall execute, and the Authenticating Agent
shall authenticate and deliver, within 5 Business Days of such request if made
at the Registrar Office, or within 10 Business Days if made at the office of a
transfer agent (other than the Certificate Registrar), the Definitive
Certificates to the Certificate Owners identified in such instructions. None of
the Depositor, the Paying Agent, the Servicer, the Trustee, the Fiscal Agent,
the Special Servicer, the Authenticating Agent and the Certificate Registrar
shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates for purposes of evidencing
ownership of any Class of Certificates, the registered Holders of such
Definitive Certificates shall be recognized as Certificateholders hereunder and,
accordingly, shall be entitled directly to receive payments on, to exercise
Voting Rights with respect to, and to transfer and exchange such Definitive
Certificates.
(d) The Book-Entry Certificates (i) shall be delivered by the
Certificate Registrar to the Depository, or pursuant to the Depository's
instructions, and shall be registered in the name of Cede & Co. and (ii) shall
bear a legend substantially to the following effect:
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to
the Certificate Registrar for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
The Book-Entry Certificates may be deposited with such other
Depository as the Certificate Registrar may from time to time designate, and
shall bear such legend as may be appropriate.
(e) If the Trustee has instituted or if the Special Servicer or
the Servicer, on the Trustee's behalf, has been directed to institute any
judicial proceeding in a court to enforce the rights of the Certificateholders
under the Certificates, and the Trustee has been advised by counsel that in
connection with such proceeding it is necessary or appropriate for the Trustee
to obtain possession of all or any portion of the Certificates evidenced by
Book-Entry Certificates, the Trustee may in its sole discretion determine that
such Certificates shall no longer be represented by such Book-Entry
Certificates. In such event, the Certificate Registrar will execute, the
Authenticating Agent will authenticate and the Certificate Registrar will
deliver, in exchange for such Book-Entry Certificates, Definitive Certificates
in a Denomination equal to the aggregate Denomination of such Book-Entry
Certificates to the party so requesting such Definitive Certificates. In such
event, the Certificate Registrar shall notify the affected Certificate Owners
and make appropriate arrangements for the effectuation of the purpose of this
clause.
(f) Upon acceptance for exchange or transfer of a beneficial
interest in a Book-Entry Certificate for a Definitive Certificate, as provided
herein, the Certificate Registrar shall endorse on a schedule affixed to the
related Book-Entry Certificate (or on a continuation of such schedule affixed to
such Book-Entry Certificate and made a part thereof) an appropriate notation
evidencing the date of such exchange or transfer and a decrease in the
Denomination of such Book-Entry Certificate equal to the Denomination of such
Definitive Certificate issued in exchange therefor or upon transfer thereof.
(g) If a Holder of a Definitive Certificate wishes at any time to
transfer such Certificate to a Person who wishes to take delivery thereof in the
form of a beneficial interest in the Book-Entry Certificate, such transfer may
be effected only in accordance with Depository Rules and this Section 5.03(g).
Upon receipt by the Certificate Registrar at the Registrar Office of (i) the
Definitive Certificate to be transferred with an assignment and transfer
pursuant to Section 5.02(a), (ii) written instructions given in accordance with
Depository Rules directing the Certificate Registrar to credit or cause to be
credited to another account a beneficial interest in the related Book-Entry
Certificate, in an amount equal to the Denomination of the Definitive
Certificate to be so transferred, (iii) a written order given in accordance with
the Depository Rules containing information regarding the account to be credited
with such beneficial interest and (iv) if the affected Certificate is a
Non-Registered Certificate an Investment Representation Letter from the
transferee to the effect that such transferee is a Qualified Institutional
Buyer, the Certificate Registrar shall cancel such Definitive Certificate,
execute and deliver a new Definitive Certificate for the Denomination of the
Definitive Certificate not so transferred, registered in the name of the Holder
or the Holder's transferee (as instructed by the Holder), and the Certificate
Registrar shall instruct the Depository or the custodian holding such Book-Entry
Certificate on behalf of the Depository to increase the Denomination of the
related Book-Entry Certificate by the Denomination of the Definitive Certificate
to be so transferred, and to credit or cause to be credited to the account of
the Person specified in such instructions a corresponding Denomination of such
Book-Entry Certificate.
Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate and (ii) there is delivered to
the Trustee and the Certificate Registrar such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of actual
notice to the Certificate Registrar that such Certificate has been acquired by a
bona fide purchaser, the Certificate Registrar shall execute, and the
Authenticating Agent shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate
of the same Class and of like Percentage Interest. Upon the issuance of any new
Certificate under this Section, the Trustee and the Certificate Registrar may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee and the Certificate Registrar) connected
therewith. Any replacement Certificate issued pursuant to this Section shall
constitute complete and indefeasible evidence of ownership in the Trust Fund, as
if originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.
Section 5.05 Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Paying Agent, the Certificate Registrar and any agents of any of them may treat
the person in whose name such Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.01
and for all other purposes whatsoever, except as and to the extent provided in
the definition of "Certificateholder," and none of the Depositor, the Servicer,
the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar
and any agent of any of them shall be affected by notice to the contrary except
as provided in Section 5.02(d).
Section 5.06 Appointment of Paying Agent.
(a) The Chase Manhattan Bank, 450 West 33rd Street, 14th Floor,
New York, New York 10001 is hereby initially appointed Paying Agent to act on
the Trustee's behalf in accordance with the terms of this Agreement. If the
Paying Agent resigns or is terminated, the Trustee shall appoint a successor
Paying Agent which may be the Trustee or an Affiliate thereof to fulfill the
obligations of the Paying Agent hereunder which must be rated "A" or otherwise
be acceptable to the Rating Agencies, as evidenced by a written confirmation
that such appointment will not cause the downgrade, withdrawal or qualification
of the then current ratings of any Class of Certificates. The Trustee shall
enter into a side agreement with the Paying Agent, which agreement shall set
forth the amount of compensation the Paying Agent is entitled to retain from
amounts otherwise payable to the Trustee pursuant to Sections 3.05 and 8.05 of
the Pooling Agreement.
(b) The Paying Agent may rely upon and shall be protected in
acting or refraining from acting upon any resolution, Officer's Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, Appraisal, bond or other paper
or document reasonably believed by it to be genuine and to have been signed or
presented by the proper party or parties.
(c) The Paying Agent, at the expense of the Trust Fund (but only
if such amount constitutes "unanticipated expenses of the REMIC" within the
meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with
counsel and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection in respect of any action taken
or suffered or omitted by it hereunder in good faith and in accordance
therewith.
(d) The Paying Agent shall not be personally liable for any action
reasonably taken, suffered or omitted by it in good faith and believed by it to
be authorized or within the discretion or rights or powers conferred upon it by
this Agreement.
(e) The Paying Agent may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys; provided, however, that the appointment of such agents or
attorneys shall not relieve the Paying Agent of its duties or obligations
hereunder.
(f) The Paying Agent shall not be responsible for any act or
omission of the Servicer or the Special Servicer or of the Depositor.
[End of Article V]
ARTICLE VI
THE DEPOSITOR, THE
SERVICER, THE SPECIAL SERVICER AND THE DIRECTING CERTIFICATEHOLDER
Section 6.01 Liability of the Depositor, the Servicer and the
Special Servicer.
The Depositor, the Servicer and the Special Servicer shall be liable
in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Servicer and the
Special Servicer herein.
Section 6.02 Merger, Consolidation or Conversion of the
Depositor, the Servicer or the Special Servicer.
(a) Subject to subsection (b) below, the Depositor, the Servicer
and the Special Servicer each will keep in full effect its existence, rights and
franchises under the laws of the jurisdiction of its incorporation or
organization, and each will obtain and preserve its qualification to do business
as a foreign corporation or other organization in each jurisdiction in which
such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) The Depositor, the Servicer and the Special Servicer each may
be merged or consolidated with or into any Person, or transfer all or
substantially all of its assets (which may be limited to all or substantially
all of its assets related to commercial mortgage loan servicing) to any Person,
in which case any Person resulting from any merger or consolidation to which the
Depositor, the Servicer or the Special Servicer shall be a party, or any Person
succeeding to the business of the Depositor, the Servicer or the Special
Servicer, shall be the successor of the Depositor, the Servicer and the Special
Servicer, as the case may be, hereunder, without the execution or filing of any
paper (other than an assumption agreement wherein the successor shall agree to
perform the obligations of and serve as the Depositor, the Servicer or the
Special Servicer, as the case may be, in accordance with the terms of this
Agreement) or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that such merger,
consolidation or succession will not result in a withdrawal, downgrade or
qualification of the then-current ratings of the Classes of Certificates that
have been so rated (as evidenced by a letter to such effect from each Rating
Agency).
Section 6.03 Limitation on Liability of the Depositor, the
Servicer, the Special Servicer and Others.
(a) None of the Depositor, the Servicer, the Special Servicer or
any of the respective general partners, directors, officers, employees or agents
of any of the foregoing shall be under any liability to the Trust or the
Certificateholders for any action taken or for refraining from the taking of any
action in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the Depositor, the
Servicer, the Special Servicer or any such Person against any breach of
warranties or representations made herein or any liability which would otherwise
be imposed by reason of willful misfeasance, bad faith or negligence in the
performance of duties or by reason of negligent disregard of obligations and
duties hereunder. The Depositor, the Servicer and the Special Servicer and any
general partner, director, officer, employee or agent of the Depositor, the
Servicer or the Special Servicer may rely in good faith on any document of any
kind which, prima facie, is properly executed and submitted by any Person
respecting any matters arising hereunder. The Depositor, the Servicer, the
Special Servicer and any general partner of the foregoing and any director,
officer, member, manager, employee or agent of any of the foregoing shall be
indemnified and held harmless by the Trust against any and all claims, losses,
penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, liabilities, fees and expenses incurred in
connection with any legal action (whether in equity or at law) or claim relating
to this Agreement or the Certificates, other than any loss, liability or
expense: (i) specifically required to be borne thereby pursuant to the terms
hereof; (ii) incurred in connection with any breach of a representation,
warranty or covenant made by it herein; (iii) incurred by reason of bad faith,
willful misconduct or negligence in the performance of its obligations or duties
hereunder, or by reason of negligent disregard of such obligations or duties or
(iv) in the case of the Depositor and any of its directors, officers, employees
and agents, incurred in connection with any violation by any of them of any
state or federal securities law.
(b) None of the Depositor, the Servicer and the Special Servicer
shall be under any obligation to appear in, prosecute or defend any legal or
administrative action (whether in equity or at law), proceeding, hearing or
examination that is not incidental to its respective duties under this Agreement
or which in its opinion may involve it in any expense or liability not
recoverable from the Trust Fund; provided, however, that the Depositor, the
Servicer or the Special Servicer may in its discretion undertake any such
action, proceeding, hearing or examination that it may deem necessary or
desirable in respect to this Agreement and the rights and duties of the parties
hereto and the interests of the Certificateholders hereunder. In such event, the
legal expenses and costs of such action, proceeding, hearing or examination and
any liability resulting therefrom shall be expenses, costs and liabilities of
the Trust Fund, and the Depositor, the Servicer and the Special Servicer shall
be entitled to be reimbursed therefor out of amounts attributable to the
Mortgage Loans on deposit in the Certificate Account as provided by Section
3.05(a).
(c) Each of the Servicer and the Special Servicer agrees to
indemnify the Depositor, the Trustee, the Fiscal Agent and the Trust and any
director, officer, employee or agent thereof, and hold them harmless, from and
against any and all claims, losses, damages, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a
result of any willful misfeasance, bad faith or negligence of the Servicer or
the Special Servicer, as the case may be, in the performance of its obligations
and duties under this Agreement or by reason of negligent disregard by the
Servicer or the Special Servicer, as the case may be, of its duties and
obligations hereunder or by reason of breach of any representations or
warranties made herein; provided, that such indemnity shall not cover indirect
or consequential damages. The Trustee, the Fiscal Agent or the Depositor, as the
case may be, shall immediately notify the Servicer or the Special Servicer, as
applicable, if a claim is made by a third party with respect to this Agreement
or the Mortgage Loans entitling it to indemnification hereunder, whereupon the
Servicer or the Special Servicer, as the case may be, shall assume the defense
of such claim (with counsel reasonably satisfactory to the Trustee, the Fiscal
Agent or the Depositor) and pay all expenses in connection therewith, including
counsel fees, and promptly pay, discharge and satisfy any judgment or decree
which may be entered against it or them in respect of such claim. Any failure to
so notify the Servicer or the Special Servicer, as the case may be, shall not
affect any rights any of the foregoing Persons may have to indemnification under
this Agreement or otherwise, unless the Servicer's, or the Special Servicer's,
as the case may be, defense of such claim is materially prejudiced thereby.
(d) The indemnification provided herein shall survive the
termination of this Agreement and the termination or resignation of the
Servicer, the Trustee, the Fiscal Agent and the Special Servicer.
Section 6.04 Depositor, Servicer and Special Servicer Not to
Resign.
Subject to the provisions of Section 6.02, none of the Depositor,
the Servicer and the Special Servicer shall resign from their respective
obligations and duties hereby imposed on each of them except upon (a)
determination that such party's duties hereunder are no longer permissible under
applicable law or (b) in the case of the Servicer, upon the appointment of, and
the acceptance of such appointment by, a successor Servicer and receipt by the
Trustee of written confirmation from each applicable Rating Agency that such
resignation and appointment will not cause such Rating Agency to downgrade,
withdraw or qualify any of the then current ratings assigned by such Rating
Agency to any Class of Certificates. Only the Servicer shall be permitted to
resign pursuant to clause (b) above. Any such determination permitting the
resignation of the Depositor, the Servicer or the Special Servicer pursuant to
clause (a) above shall be evidenced by an Opinion of Counsel (at the expense of
the resigning party) to such effect delivered to the Trustee. No such
resignation by the Servicer or the Special Servicer shall become effective until
the Trustee or a successor Servicer shall have assumed the Servicer's or Special
Servicer's, as applicable, responsibilities and obligations in accordance with
Section 7.02. Upon any termination or resignation of the Servicer hereunder, the
Servicer shall have the right and opportunity to appoint any successor Servicer
with respect to this Section 6.04 provided that such successor Servicer
otherwise meets the requirements set forth herein.
Notwithstanding the foregoing, the Servicer's right to appoint any
successor shall be subject to the requirements of this paragraph. Prior to
appointing any successor Servicer, the Servicer shall provide Chase written
notice (with a copy to the Trustee) of the proposed resignation and the price to
be paid to the Servicer by the successor Servicer for such appointment. Provided
Chase satisfies the requirements under this Agreement for a successor Servicer,
Chase shall be entitled to become the successor Servicer if within five Business
Days of receipt of such notice from the Servicer, Chase executes and delivers to
the Servicer a commitment to accept the appointment at the price proposed to be
paid by the successor Servicer and within 25 days of the notice delivers to the
Servicer: (a) the Rating Agency confirmations required by clause (b) above, (b)
cash consideration in the amount that the successor Servicer was willing to pay
to the Servicer for such appointment, and (c) an assumption in writing (with a
copy to the Trustee) of the obligations of the Servicer under this Agreement;
provided that Chase shall have an additional period of time, not to exceed 45
days following receipt of such notice from the Servicer, to deliver the Rating
Agency confirmations so long as Chase has been using, and continues to use, its
best efforts to obtain such Rating Agency confirmations and Chase is an
acceptable or approved master servicer to the Rating Agencies as a Servicer of
commercial loans. If Chase fails to execute and deliver to the servicer such
commitment or deliver such items within such time period, the Servicer may
appoint the successor Servicer
Section 6.05 Rights of the Depositor in Respect of the Servicer
and the Special Servicer.
The Depositor may, but is not obligated to, enforce the obligations
of the Servicer and the Special Servicer hereunder and may, but is not obligated
to, perform, or cause a designee to perform, any defaulted obligation of the
Servicer and the Special Servicer hereunder or exercise the rights of the
Servicer or Special Servicer, as applicable, hereunder; provided, however, that
the Servicer and the Special Servicer shall not be relieved of any of their
respective obligations hereunder by virtue of such performance by the Depositor
or its designee. The Depositor shall not have any responsibility or liability
for any action or failure to act by the Servicer or the Special Servicer and is
not obligated to supervise the performance of the Servicer or the Special
Servicer under this Agreement or otherwise.
Section 6.06 Rating Agency Fees.
The Servicer shall pay, from its own funds, the annual surveillance
fees of each Rating Agency in an amount not to exceed $40,000 in the aggregate.
Section 6.07 The Directing Certificateholder.
(a) The Directing Certificateholder shall be entitled to advise
the Special Servicer with respect to the following actions of the Special
Servicer with respect to any Specially Serviced Mortgage Loan, and the Servicer
with respect to any Mortgage Loan having a Stated Principal Balance of
$2,500,000 or greater, or any Mortgage Loan for which an extension of maturity
is requested and, notwithstanding anything herein to the contrary, except as set
forth in, and in any event subject to, the second paragraph of this Section
6.07, neither the Servicer nor the Special Servicer shall be permitted to take
any of the following actions as to which the Directing Certificateholder has
objected in writing within 10 Business Days of being notified thereof (provided
that if such written objection has not been received by the Special Servicer
within such 10 Business Day period, then the Directing Certificateholder's
approval shall be deemed to have been given):
(i) any determination to bring an REO Property into compliance with
applicable environmental laws or to otherwise address Hazardous Materials
located at an REO Property;
(ii) any acceptance of substitute or additional collateral for a
Specially Serviced Mortgage Loan other than pursuant to the terms of the
related Specially Serviced Mortgage Loan;
(iii) any waiver of a "due-on-sale" or "due-on-encumbrance" clause;
(iv) any acceptance of an assumption agreement releasing a borrower
from liability under a Mortgage Loan other than pursuant to the terms of
such Mortgage Loan; and
(v) any proposed lease relating to an REO Loan which represents 15%
or more of the gross rental income from the related Mortgaged Property;
provided that, in the event that the Servicer or the Special Servicer, as
applicable, determines that immediate action is necessary to protect the
interests of the Certificateholders (as a collective whole), the Servicer or the
Special Servicer, as applicable, may take any such action without waiting for
the Directing Certificateholder's response.
In addition, the Directing Certificateholder may direct the Special
Servicer to take, or to refrain from taking, such other actions with respect to
a Specially Serviced Mortgage Loan as the Directing Certificateholder may deem
advisable or as to which provision is otherwise made herein; provided that
notwithstanding anything herein to the contrary, no such direction, and no
objection contemplated by the preceding paragraph, may require, permit or cause
the Special Servicer to violate any provision of this Agreement or the REMIC
Provisions, including without limitation, Section 3.09, Section 3.18 and Section
3.20, the Special Servicer's obligation to act in accordance with the Servicing
Standards, or expose the Servicer, the Special Servicer, the Trust Fund or the
Trustee to liability, or materially expand the scope of the Special Servicer's
responsibilities hereunder or cause the Special Servicer to act, or fail to act,
in a manner which in the reasonable judgment of the Special Servicer is not in
the best interests of the Certificateholders.
Any out of pocket costs and expenses incurred by the Special
Servicer in obtaining such consent will be borne by the Directing
Certificateholder. In the event the Special Servicer determines that a refusal
to consent by the Directing Certificateholder or any advice from the Directing
Certificateholder would otherwise cause the Special Servicer to violate the
terms of this Agreement, including without limitation, the Servicing Standards,
the Special Servicer shall disregard such refusal to consent or advice and
notify the Directing Certificateholder, the Trustee and the Rating Agencies of
its determination, including a reasonably detailed explanation of the basis
therefor.
The Directing Certificateholder shall have no liability to the Trust
Fund or the Certificateholders for any action taken, or for refraining from the
taking of any action, in good faith pursuant to this Agreement, or for errors in
judgment; provided, however, that the Directing Certificateholder shall not be
protected against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of duties or by
reason of reckless disregard of obligations or duties. By its acceptance of a
Certificate, each Certificateholder confirms its understanding that the
Directing Certificateholder may take actions that favor the interests of one or
more Classes of the Certificates over other Classes of the Certificates, and
that the Directing Certificateholder may have special relationships and
interests that conflict with those of Holders of some Classes of the
Certificates, that the Directing Certificateholder may act solely in the
interests of the Holders of the Controlling Class, that the Directing
Certificateholder does not have any duties to the Holders of any Class of
Certificates other than the Controlling Class, that the Directing
Certificateholder may take actions that favor the interests of the Holders of
the Controlling Class over the interests of the Holders of one or more other
classes of Certificates, that the Directing Certificateholder, absent willful
misfeasance, bad faith or negligence, shall not be deemed to have been negligent
or reckless, or to have acted in bad faith or engaged in willful misfeasance, by
reason of its having acted solely in the interests of the Holders of the
Controlling Class, and that the Directing Certificateholder shall have no
liability whatsoever for having so acted, and no Certificateholder may take any
action whatsoever against the Directing Certificateholder or any director,
officer, employee, agent or principal thereof for having so acted.
(b) Within five Business Days of receipt of written notice that a
new Directing Certificateholder has been selected, the Trustee shall deliver
notice to the Paying Agent, the Servicer and the Special Servicer of such
Directing Certificateholder's identity.
[End of Article VI]
ARTICLE VII
DEFAULT
Section 7.01 Events of Default; Servicer and Special
Servicer Termination.
(a) "Event of Default", wherever used herein, means any one of the
following events:
(i) (A) any failure by the Servicer to make any deposit required to
be made by the Servicer to the Certificate Account on the day and by the
time such remittance is required to be made under the terms of this
Agreement, which failure is not remedied within one Business Day or (B)
any failure by the Servicer to deposit into, or remit to the Paying Agent
for deposit into, any Distribution Account any amount required to be so
deposited or remitted, which failure is not remedied by 10:00 a.m. (New
York City time) on the relevant Distribution Date; or
(ii) any failure by the Special Servicer to deposit into the REO
Account, or to remit to the Servicer for deposit into, the Certificate
Account, or to deposit into, or to remit to the Paying Agent for deposit
into, the Lower-Tier Distribution Account any amount required to be so
deposited or remitted by the Special Servicer pursuant to, and at the time
specified by, the terms of this Agreement; or
(iii) any failure on the part of the Servicer or the Special
Servicer duly to observe or perform in any material respect any of its
other covenants or obligations contained in this Agreement which continues
unremedied for a period of 30 days (15 days in the case of a failure to
make a Servicing Advance or in the case of a failure to pay the premium
for any insurance policy required to be maintained hereunder) after the
date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Servicer or the Special Servicer,
as the case may be, by any other party hereto, with a copy to each other
party to this Agreement by the Holders of Certificates of any Class
evidencing, as to such Class, Percentage Interests aggregating not less
than 25%; provided, however, if such failure is capable of being cured and
the Servicer or Special Servicer, as applicable, is diligently pursuing
such cure, such 15- or 30-day period will be extended an additional 30
days; or
(iv) any breach on the part of the Servicer or the Special Servicer
of any representation or warranty contained in Section 3.23 or Section
3.24, as applicable, which materially and adversely affects the interests
of any Class of Certificateholders and which continues unremedied for a
period of 30 days after the date on which notice of such breach, requiring
the same to be remedied, shall have been given to the Servicer or the
Special Servicer, as the case may be, by the Depositor or the Trustee, or
to the Servicer, the Special Servicer, the Depositor and the Trustee by
the Holders of Certificates of any Class evidencing, as to such Class,
Percentage Interests aggregating not less than 25%; provided, however, if
such breach is capable of being cured and the Servicer or Special
Servicer, as applicable, is diligently pursuing such cure, such 30-day
period will be extended an additional 30 days; or
(v) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises in an involuntary case under any
present or future federal or state bankruptcy, insolvency or similar law
for the appointment of a conservator, receiver, liquidator, trustee or
similar official in any bankruptcy, insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against
the Servicer or the Special Servicer and such decree or order shall have
remained in force undischarged, undismissed or unstayed for a period of 60
days; or
(vi) the Servicer or the Special Servicer shall consent to the
appointment of a conservator, receiver, liquidator, trustee or similar
official in any bankruptcy, insolvency, readjustment of debt, marshaling
of assets and liabilities or similar proceedings of or relating to the
Servicer or the Special Servicer or of or relating to all or substantially
all of its property; or
(vii) the Servicer or the Special Servicer shall admit in writing
its inability to pay its debts generally as they become due, file a
petition to take advantage of any applicable bankruptcy, insolvency or
reorganization statute, make an assignment for the benefit of its
creditors, voluntarily suspend payment of its obligations or take any
corporate action in furtherance of the foregoing; or
(viii) Moody's places the rating of any Class of Certificates on
"watchlist" status for possible ratings downgrade or withdrawal (or
Moody's has downgraded or withdrawn its rating for any Class of
Certificates) citing servicing concerns with respect to the Master
Servicer or Special Servicer, as the case may be, as the cause of such
rating action, and, in the case of watch status, such watch is not
withdrawn by Moody's within 60 days; or
(ix) the Trustee shall have received written notice from Fitch that
the continuation of the Servicer or Special Servicer, as the case may be,
has resulted, or would result, in and of itself, in a downgrade or
withdrawal of the then-current rating on any Class of Certificates that
are rated by Fitch; provided that the publication of a ratings watch with
negative implications due to the continuation of the Special Servicer with
respect to the Certificates will be deemed notice for purposes of this
Section 7.01(a)(ix); or
(x) the Servicer shall no longer be rated CMS3 or higher by Fitch,
or the equivalent.
(b) If any Event of Default with respect to the Servicer or the
Special Servicer (in either case, for purposes of this Section 7.01(b), the
"Defaulting Party") shall occur and be continuing, then, and in each and every
such case, so long as such Event of Default shall not have been remedied, the
Trustee or the Depositor may, and at the written direction of the Holders of
Certificates entitled to at least 51% of the Voting Rights, the Trustee shall,
terminate, by notice in writing to the Defaulting Party, with a copy of such
notice to the Trustee or Depositor, as applicable, all of the rights and
obligations of the Defaulting Party under this Agreement and in and to the
Mortgage Loans and the proceeds thereof; provided, however, that the Defaulting
Party shall be entitled to the payment of accrued and unpaid compensation and
reimbursement through the date of such termination as provided for under this
Agreement for services rendered and expenses incurred. From and after the
receipt by the Defaulting Party of such written notice, all authority and power
of the Defaulting Party under this Agreement, whether with respect to the
Certificates (other than as a Holder of any Certificate) or the Mortgage Loans
or otherwise, shall pass to and be vested in the Trustee with respect to a
termination of the Servicer and to the Servicer with respect to a termination of
the Special Servicer pursuant to and under this Section, and, without
limitation, the Trustee or Servicer, as applicable, is hereby authorized and
empowered to execute and deliver, on behalf of and at the expense of the
Defaulting Party, as attorney-in-fact or otherwise, any and all documents and
other instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. The Servicer and Special Servicer each agree
that if it is terminated pursuant to this Section 7.01(b), it shall promptly
(and in any event no later than 20 Business Days subsequent to its receipt of
the notice of termination) provide the Trustee or the Servicer, as applicable,
with all documents and records requested by it to enable it to assume the
Servicer's or the Special Servicer's, as the case may be, functions hereunder,
and shall cooperate with the Trustee or the Servicer, as applicable, in
effecting the termination of the Servicer's or the Special Servicer's, as the
case may be, responsibilities and rights hereunder, including, without
limitation, the transfer within 5 Business Days to the Trustee or the Servicer,
as applicable, for administration by it of all cash amounts which shall at the
time be or should have been credited by the Servicer to the Certificate Account
or any Servicing Account (if it is the Defaulting Party) or by the Special
Servicer to the REO Account (if it is the Defaulting Party) or thereafter be
received with respect to the Mortgage Loans or any REO Property (provided,
however, that the Servicer and the Special Servicer each shall, if terminated
pursuant to this Section 7.01(b), continue to be entitled to receive all amounts
accrued or owing to it under this Agreement on or prior to the date of such
termination, whether in respect of Advances (in the case of the Servicer) or
otherwise including Workout Fees as and to the extent provided in Section 3.11,
and it and its directors, managers, officers, members, employees and agents
shall continue to be entitled to the benefits of Section 6.03 notwithstanding
any such termination).
(c) The Special Servicer may be removed and replaced in accordance
with the following provisions.
(i) Subject to Section 7.01(c)(ii), the Directing Certificateholder
may, upon not less than 30 days' prior written notice to the respective
parties hereto, remove any existing Special Servicer or Special
Sub-Servicer hereunder (with or without cause) and appoint a successor
Special Servicer; provided that, if any such removal is made without
cause, then the costs of transferring the special servicing
responsibilities to a successor Special Servicer will be paid by the
Controlling Class Certificateholders.
(ii) No removal of the Special Servicer and appointment of a
successor thereto pursuant to Section 7.01(c)(i) shall be effective
unless: (A) the Trustee shall have received written confirmation from each
of the Rating Agencies that such removal and appointment will not, in and
of itself, result in a downgrading, withdrawal or qualification of the
then-current ratings provided by the Rating Agencies in respect to any
Class of then outstanding Certificates that is rated, and (B) such
successor will meet the requirements set forth in Section 7.02.
Any Special Servicer terminated pursuant to Section 7.01(c)(i) shall be deemed
to have been so terminated simultaneously with the designated successor's
becoming the Special Servicer hereunder; provided that (i) the terminated
Special Servicer shall be entitled to receive, in connection with its
termination, payment from the successor special servicer of all of its accrued
and unpaid Special Servicing Fees and reimbursement from the successor Special
Servicer of all outstanding Servicing Advances made by the terminated Special
Servicer and all unpaid Advance Interest accrued on such outstanding Servicing
Advances (in which case the successor Special Servicer shall be deemed to have
made such Servicing Advances at the same time that the terminated Special
Servicer had actually made them), (ii) the terminated Special Servicer, shall
thereafter be entitled to Workout Fees, as and to the extent expressly permitted
by Section 3.11(b), and (iii) such terminated Special Servicer shall continue to
be entitled to the benefits of Section 6.03, notwithstanding any such
termination; and provided, further, that the terminated Special Servicer shall
continue to be obligated to pay (and entitled to receive) all other amounts
accrued to (or owing by) it under this Agreement on or prior to the effective
date of such termination.
(d) The Directing Certificateholder shall be entitled to terminate
the rights and obligations of the Servicer under this Agreement, upon an Event
of Default after any notice and expiration of the applicable grace period (other
than such Events of Default pursuant to clauses (viii), (ix) and (x) of the
definition thereof), upon 10 Business Days notice to the Servicer and the
Trustee, and to require the Trustee to appoint a successor servicer reasonably
acceptable to the Directing Certificateholder; provided, however, that (i) such
successor will meet the requirements set forth in Section 7.02 and (ii) as
evidenced in writing by each of the Rating Agencies, the proposed successor of
such Servicer will not, in and of itself, result in a downgrading, withdrawal or
qualification of the then-current ratings provided by the Rating Agencies in
respect to any Class of then outstanding Certificates that is rated. No penalty
or fee shall be payable to the Servicer with respect to any termination pursuant
to this Section 7.01(c).
(e) The Servicer and Special Servicer shall, from time to time,
take all such reasonable actions as are required by them in order to (i)
maintain their respective status as an approved servicer and special servicer,
as applicable as pertains to this transaction, with each of the Rating Agencies
and (ii) maintain their respective ratings by Fitch at a level no lower than
"CMS3" for the Servicer and "CSS3" for the Special Servicer.
(f) If the Servicer resigns or is terminated hereunder, Chase
shall be offered the first opportunity to accept the appointment as successor
Servicer. If the Servicer is terminated because of the events specified in
Section 7.01(a)(viii), (ix) and (x), and Chase and the Servicer have been unable
to agree upon terms or Chase has declined or otherwise been unable to accept
that appointment, as the case may be, the terminated Servicer, upon five
Business Days of notice to the Trustee, will be entitled to sell the rights to
master service the Mortgage Loans under this Agreement to a successor Servicer
meeting the requirements of Section 6.04 hereof that agrees to (i) enter into
this Agreement as successor Servicer and to agree to be bound by the terms
hereof and (ii) enter into the Sub-Servicing Agreement as successor Servicer and
to agree to be bound by its terms, within 45 days after the termination of the
initial Servicer; provided, however, that the initial Servicer may request and
obtain an additional 20 days for such sale and assumption to be completed so
long as the Servicer delivers to the Trustee an Officer's Certificate stating
that the sale and assumption of the rights to master service the Mortgage Loans
cannot be completed in the initial 45-day period and specifying the reasons. The
Servicer shall solicit bids at a master servicing fee rate of 0.03% per annum
per Mortgage Loan serviced (i) on the basis of such successor Servicer entering
into a Sub-Servicing Agreement with the terminated Servicer to service each of
the Mortgage Loans (each, a "Servicing Retained Bid") or (ii) on the basis of
having no obligation to enter into a Sub-Servicing Agreement with the terminated
Servicer (each, a "Servicing Released Bid"). The Servicer shall direct the
successor Servicer to enter into this Agreement as successor Servicer pursuant
to the terms hereof (and, if the successful bid was a Servicing Retained Bid, to
enter into a Sub-Servicing Agreement with the terminated Servicer as
contemplated above), no later than 45 days after the termination of the initial
Servicer; provided, however, that the initial Servicer may request and obtain an
additional 20 days for such sale and assumption to be completed so long as the
initial Servicer delivers to the Trustee an Officer's Certificate stating that
the sale and assumption of the right to master service the Mortgage Loans cannot
be completed in the initial 45-day period and specifying the reasons.
The Trustee shall cooperate with the terminated Servicer in
effecting such sale, the proceeds of which will belong to the terminated
Servicer, and whether or not such sale shall have been consummated, the
terminated Servicer shall reimburse the Trustee for all out-of-pocket expenses
incurred by the Trustee in connection therewith, within 30 days of request
therefor, otherwise such expenses shall be payable from the Trust. If no such
sale shall have been consummated with such 45 day period, as such period may be
extended for 20 days as described above, or if the terminated Servicer shall not
have delivered a timely notice of its intention to sell such servicing rights,
the Trustee shall have no further obligations under this Section 7.01(e) and may
select a successor Servicer of its choice and pursuant to the terms hereof.
No resignation or termination of the Servicer shall be effective,
and the Servicer shall continue to perform as such and to collect its Servicing
Fee until the conclusion of the process described in this Section 7.01(e) and
the acceptance of appointment by a successor Servicer.
(g) Each successor servicer or successor special servicer, as
applicable, shall be entitled to terminate any sub-servicing agreement with
respect to which the predecessor Servicer or Special Servicer was a party.
Section 7.02 Trustee to Act; Appointment of Successor.
On and after the time the Servicer or the Special Servicer, as the
case may be, either resigns pursuant to subsection (a) of the first sentence of
Section 6.04 or receives a notice of termination for cause pursuant to Section
7.01(a), and provided that no acceptable successor has been appointed, the
Trustee shall be the successor to the Servicer and the Servicer shall be the
successor to the Special Servicer, as applicable, in all respects in its
capacity as Servicer or Special Servicer under this Agreement and the
transactions set forth or provided for herein and shall be subject to, and have
the benefit of, all of the rights, benefits, responsibilities, duties,
liabilities and limitations on liability relating thereto and that arise
thereafter placed on or for the benefit of the Servicer or Special Servicer by
the terms and provisions hereof; provided, however, that any failure to perform
such duties or responsibilities caused by the terminated party's failure under
Section 7.01 to provide information or moneys required hereunder shall not be
considered a default by such successor hereunder. Except as provided in Section
7.01(f), the Trustee shall not appoint any successor without first obtaining the
written consent of the Directing Certificateholder and written confirmation from
each of the Rating Agencies that such appointment will not, in and of itself,
result in a downgrading, withdrawal or qualification of the then current ratings
provided by the Rating Agencies in respect of any Class of then outstanding
Certificates that is rated. The appointment of a successor Servicer shall not
affect any liability of the predecessor Servicer which may have arisen prior to
its termination as Servicer, and the appointment of a successor Special Servicer
shall not affect any liability of the predecessor Special Servicer which may
have arisen prior to its termination as Special Servicer. The Trustee or
Servicer, as applicable, in its capacity as successor to the Servicer or the
Special Servicer, as the case may be, shall not be liable for any of the
representations and warranties of the Servicer or the Special Servicer,
respectively, herein or in any related document or agreement, for any acts or
omissions of the predecessor Servicer or Special Servicer or for any losses
incurred by the Servicer pursuant to Section 3.06 hereunder, nor shall the
Trustee or the Servicer, as applicable, be required to purchase any Mortgage
Loan hereunder solely as a result of its obligations as successor Servicer or
Special Servicer, as the case may be. As compensation therefor, the Trustee as
successor Servicer shall be entitled to the Servicing Fees and all fees relating
to the Mortgage Loans which the Servicer would have been entitled to if the
Servicer had continued to act hereunder, including but not limited to any income
or other benefit from any Permitted Investment pursuant to Section 3.06, and the
Servicer as successor to the Special Servicer shall be entitled to the Special
Servicing Fees to which the Special Servicer would have been entitled if the
Special Servicer had continued to act hereunder. Should the Trustee or the
Servicer, as applicable, succeed to the capacity of the Servicer or the Special
Servicer, as the case may be, the Trustee or the Servicer, as applicable, shall
be afforded the same standard of care and liability as the Servicer or the
Special Servicer, as applicable, hereunder notwithstanding anything in Section
8.01 to the contrary, but only with respect to actions taken by it in its role
as successor Servicer or successor Special Servicer, as the case may be, and not
with respect to its role as Trustee or Servicer, as applicable, hereunder.
Notwithstanding the above, the Trustee or the Servicer, as applicable, may, if
it shall be unwilling to act as successor to the Servicer or Special Servicer,
as the case may be, or shall, if it is unable to so act, or if the Trustee or
Servicer, as applicable, is not approved as a servicer or special servicer, as
applicable, by each Rating Agency or if the Holders of Certificates entitled to
at least 51% of the Voting Rights so request in writing to the Trustee, promptly
appoint, or petition a court of competent jurisdiction to appoint, any
established mortgage loan servicing institution which meets the criteria set
forth in Section 6.04 and otherwise herein, as the successor to the Servicer or
the Special Servicer, as applicable, hereunder in the assumption of all or any
part of the responsibilities, duties or liabilities of the Servicer or Special
Servicer hereunder. No appointment of a successor to the Servicer or the Special
Servicer hereunder shall be effective until the assumption in writing by the
successor to the Servicer or the Special Servicer of all its responsibilities,
duties and liabilities hereunder that arise thereafter. Pending appointment of a
successor to the Servicer or the Special Servicer hereunder, unless the Trustee
or the Servicer, as applicable, shall be prohibited by law from so acting, the
Trustee or the Servicer, as applicable, shall act in such capacity as herein
above provided. In connection with such appointment and assumption of a
successor to the Servicer or Special Servicer as described herein, the Trustee
or the Servicer, as applicable, may make such arrangements for the compensation
of such successor out of payments on Mortgage Loans as it and such successor
shall agree; provided, however, that no such compensation with respect to a
successor Servicer or successor Special Servicer, as the case may be, shall be
in excess of that permitted the terminated Servicer or Special Servicer, as the
case may be, hereunder. The Trustee, the Servicer or the Special Servicer
(whichever is not the terminated party) and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any
such succession. Any costs and expenses associated with the transfer of the
servicing function (other than with respect to a termination without cause)
under this Agreement shall be borne by the predecessor servicer and shall be
paid within 30 days of request therefor, otherwise such costs and expenses shall
be payable from the Trust.
Section 7.03 Notification to Certificateholders.
(a) Upon any resignation of the Servicer or the Special Servicer
pursuant to Section 6.04, any termination of the Servicer or the Special
Servicer pursuant to Section 7.01 or any appointment of a successor to the
Servicer or the Special Servicer pursuant to Section 7.02, the Trustee shall
give prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register.
(b) Not later than the later of (i) 60 days after the occurrence
of any event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) 5 days after the Trustee would be deemed
to have notice of the occurrence of such an event in accordance with Section
8.02(vii), the Trustee shall transmit by mail to the Depositor and all
Certificateholders notice of such occurrence, unless such default shall have
been cured.
Section 7.04 Waiver of Events of Default.
The Holders of Certificates representing at least 662/3% of the
Voting Rights allocated to each Class of Certificates affected by any Event of
Default hereunder may waive such Event of Default within 20 days of the receipt
of notice from the Trustee of the occurrence of such Event of Default; provided,
however, that an Event of Default under clause (i) of Section 7.01(a) may be
waived only by all of the Certificateholders of the affected Classes. Upon any
such waiver of an Event of Default, such Event of Default shall cease to exist
and shall be deemed to have been remedied for every purpose hereunder. Upon any
such waiver of an Event of Default by Certificateholders, the Trustee shall be
entitled to recover all costs and expenses incurred by it in connection with
enforcement action taken with respect to such Event of Default prior to such
waiver from the Trust Fund. No such waiver shall extend to any subsequent or
other Event of Default or impair any right consequent thereon except to the
extent expressly so waived. Notwithstanding any other provisions of this
Agreement, for purposes of waiving any Event of Default pursuant to this Section
7.04, Certificates registered in the name of the Depositor or any Affiliate of
the Depositor shall be entitled to the same Voting Rights with respect to the
matters described above as they would if any other Person held such
Certificates.
Section 7.05 Trustee and Fiscal Agent as Maker of Advances.
(a) In the event that the Servicer fails to fulfill its
obligations hereunder to make any Advances and such failure remains uncured, the
Trustee shall perform such obligations (x) within five Business Days of the
Event of Default resulting from such failure by the Servicer with respect to
Servicing Advances to the extent a Responsible Officer of the Trustee has actual
knowledge of such failure with respect to such Servicing Advances and (y) by
noon, New York City time, on the related Distribution Date with respect to P&I
Advances pursuant to the Paying Agent's notice of failure pursuant to Section
4.03(a) unless the Trustee has received notice that such failure has been cured
by 10:00 a.m. on such Distribution Date; provided, however, that if the Trustee
fails to perform its obligations hereunder to make any Advances, the Fiscal
Agent shall perform such obligations pursuant to Section 8.13 of this Agreement.
With respect to any such Advance made by the Trustee or Fiscal Agent, the
Trustee or Fiscal Agent, as applicable, shall succeed to all of the Servicer's
rights with respect to Advances hereunder, including, without limitation, the
Servicer's rights of reimbursement and interest on each Advance at the
Reimbursement Rate, and rights to determine that a proposed Advance is a
Nonrecoverable P&I Advance or Servicing Advance, as the case may be, (without
regard to any impairment of any such rights of reimbursement caused by such
Servicer's default in its obligations hereunder); provided, however, that if
Advances made by the Fiscal Agent, the Trustee and the Servicer shall at any
time be outstanding, or any interest on any Advance shall be accrued and unpaid,
all amounts available to repay such Advances and the interest thereon hereunder
shall be applied entirely to the Advances outstanding to the Fiscal Agent and
then to the Trustee, until such Advances shall have been repaid in full,
together with all interest accrued thereon, prior to reimbursement of the
Servicer for such Advances. The Trustee and the Fiscal Agent shall be entitled
to conclusively rely on any notice given with respect to a Nonrecoverable
Advance or any determination of nonrecoverability in connection therewith by the
Servicer hereunder.
[End of Article VII]
ARTICLE VIII
CONCERNING THE TRUSTEE AND THE FISCAL AGENT
Section 8.01 Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default
and after the curing or waiving of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. If an Event of Default occurs and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Agreement, and use the same degree of care and skill in their
exercise as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs. Any permissive right of the Trustee contained in
this Agreement shall not be construed as a duty.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement. If any
such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee shall notify the party providing such instrument
and requesting the correction thereof. The Trustee shall not be responsible for
the accuracy or content of any resolution, certificate, statement, opinion,
report, document, order or other instrument furnished by the Depositor, the
Servicer or the Special Servicer or another Person (other than the Trustee), and
accepted by the Trustee in good faith, pursuant to this Agreement.
(c) No provision of this Agreement shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct or bad faith; provided, however,
that:
(i) Prior to the occurrence of an Event of Default, and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and, in the absence of bad faith
on the part of the Trustee, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Trustee and
conforming to the requirements of this Agreement;
(ii) The Trustee shall not be liable for an error of judgment made
in good faith by a Responsible Officer or Responsible Officers of the
Trustee, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts; and
(iii) The Trustee shall not be liable with respect to any action
taken, suffered or omitted to be taken by it in good faith in accordance
with the direction of Holders of Certificates entitled to at least 25% of
the Voting Rights relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee, under this Agreement (unless a
higher percentage of Voting Rights is required for such action).
Section 8.02 Certain Matters Affecting the Trustee.
Except as otherwise provided in Section 8.01:
(i) The Trustee may rely upon and shall be protected in acting or
refraining from acting upon any resolution, Officer's Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, Appraisal, bond or other
paper or document reasonably believed by it to be genuine and to have been
signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and the written advice of
such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance therewith;
(iii) The Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Agreement or to make any
investigation of matters arising hereunder or to institute, conduct or
defend any litigation hereunder or in relation hereto at the request,
order or direction of any of the Certificateholders, pursuant to the
provisions of this Agreement, unless such Certificateholders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby; the
Trustee shall not be required to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall
have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably
assured to it; nothing contained herein shall, however, relieve the
Trustee of the obligation, upon the occurrence of an Event of Default
which has not been cured, to exercise such of the rights and powers vested
in it by this Agreement, and to use the same degree of care and skill in
their exercise as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs;
(iv) The Trustee shall not be liable for any action reasonably
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it
by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default which may have occurred, the
Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other
paper or document, unless requested in writing to do so by Holders of
Certificates entitled to at least 50% of the Voting Rights; provided,
however, that if the payment within a reasonable time to the Trustee of
the costs, expenses or liabilities likely to be incurred by it in the
making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the
terms of this Agreement, the Trustee may require reasonable indemnity from
such requesting Holders against such expense or liability as a condition
to taking any such action. The reasonable expense of every such reasonable
examination shall be paid by the Servicer or, if paid by the Trustee,
shall be repaid by the Servicer upon demand;
(vi) The Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys; provided, however, that the appointment of such agents or
attorneys shall not relieve the Trustee of its duties or obligations
hereunder;
(vii) For all purposes under this Agreement, including, without
limitation, notice of any publication as contemplated under the proviso of
Section 7.01(a)(viii) and (ix), the Trustee shall not be deemed to have
notice of any Event of Default unless a Responsible Officer of the Trustee
has actual knowledge thereof or unless written notice of any event which
is in fact such a default is received by the Trustee at the Corporate
Trust Office, and such notice references the Certificates or this
Agreement; and
(viii) Notwithstanding any provision in this Agreement to the
contrary, the Trustee shall not be responsible for any act or omission of
the Servicer or the Special Servicer (unless the Trustee is acting as
Servicer or Special Servicer, as the case may be), the Paying Agent,
Certificate Registrar or Authenticating Agent (unless the Trustee is
acting as Paying Agent, Certificate Registrar or Authenticating Agent) or
of the Depositor.
Section 8.03 Trustee and Paying Agent Not Liable for
Validity or Sufficiency of Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates, other than
the acknowledgments of the Trustee in Sections 2.02 and 2.04 and the signature,
if any, of the Certificate Registrar set forth on any outstanding Certificate,
shall be taken as the statements of the Depositor, the Servicer or the Special
Servicer, as the case may be, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of any Certificate (other than as to the
signature, if any, of the Trustee set forth thereon) or of any Mortgage Loan or
related document. The Trustee shall not be accountable for the use or
application by the Depositor of any of the Certificates issued to it or of the
proceeds of such Certificates, or for the use or application of any funds paid
to the Depositor in respect of the assignment of the Mortgage Loans to the Trust
Fund, or any funds deposited in or withdrawn from the Certificate Account or any
other account by or on behalf of the Depositor, the Servicer, the Special
Servicer or the Paying Agent (unless the Trustee is acting as Paying Agent). The
Trustee and the Paying Agent shall not be responsible for the accuracy or
content of any resolution, certificate, statement, opinion, report, document,
order or other instrument furnished by the Depositor, the Servicer or the
Special Servicer and accepted by the Trustee, or the Paying Agent, as
applicable, in good faith, pursuant to this Agreement.
Section 8.04 Trustee May Own Certificates.
The Trustee its individual capacity, not as Trustee, may become the
owner or pledgee of Certificates, and may deal with the Depositor, the Servicer,
the Special Servicer, the Placement Agent, the Initial Purchasers and the
Underwriters in banking transactions, with the same rights it would have if it
were not Trustee.
Section 8.05 Fees and Expenses of Trustee; Indemnification
of Trustee.
(a) As compensation for the performance of its duties, the Trustee
will be paid the Trustee Fee, equal to one month's interest at the Trustee Fee
Rate, which shall cover recurring and otherwise reasonably anticipated expenses
of the Trustee. The Trustee Fee shall be paid monthly on a Mortgage
Loan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Loan, the Trustee
Fee shall accrue from time to time at the Trustee Fee Rate and shall be computed
on the basis of the Stated Principal Balance of such Mortgage Loan and a 360-day
year consisting of twelve 30-day months. The Trustee Fee (which shall not be
limited to any provision of law in regard to the compensation of a trustee of an
express trust) shall constitute the Trustee's sole form of compensation for all
services rendered by it in the execution of the trusts hereby created and in the
exercise and performance of any of the powers and duties of the Trustee
hereunder.
(b) The Trustee and the Fiscal Agent and any director, officer,
employee or agent of the Trustee and the Fiscal Agent shall be entitled to be
indemnified and held harmless by the Trust Fund (to the extent of amounts on
deposit in the Certificate Account or Lower-Tier Distribution Account from time
to time) against any loss, liability or expense (including, without limitation,
costs and expenses of litigation, and of investigation, counsel fees, damages,
judgments and amounts paid in settlement, and expenses incurred in becoming
successor servicer or successor Special Servicer, to the extent not otherwise
paid hereunder) arising out of, or incurred in connection with, any act or
omission of the Trustee or the Fiscal Agent, relating to the exercise and
performance of any of the powers and duties of the Trustee or the Fiscal Agent
hereunder, or arising out of, or incurred in connection with, any act or
omission of the Paying Agent, Certificate Registrar or Authenticating Agent (to
the extent different than the Trustee), relating to the exercise and performance
of any of the powers and duties of the Paying Agent, Certificate Registrar or
Authenticating Agent hereunder; provided, however, that neither the Trustee, nor
any of the other above specified Persons shall be entitled to indemnification
pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or
disbursements incurred or made by or on behalf of the Trustee or the Fiscal
Agent in the normal course of the Trustee's or the Fiscal Agent's performing its
duties in accordance with any of the provisions hereof, which are not
"unanticipated expenses of the REMIC" within the meaning of Treasury Regulations
Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required
to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in
the performance of the Trustee's or the Fiscal Agent's obligations and duties
hereunder, or by reason of negligent disregard of such obligations or duties, or
as may arise from a breach of any representation, warranty or covenant of the
Trustee or the Fiscal Agent made herein. The provisions of this Section 8.05(b)
shall survive the termination of this Agreement and any resignation or removal
of the Trustee and the Fiscal Agent and appointment of a successor thereto.
Section 8.06 Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be, and will be required to
resign if it fails to be, (i) a corporation, national bank, national banking
association or a trust company, organized and doing business under the laws of
any state or the United States of America, authorized under such laws to
exercise corporate trust powers and to accept the trust conferred under this
Agreement, having a combined capital and surplus of at least $100,000,000 and
subject to supervision or examination by federal or state authority and shall
not be an Affiliate of the Servicer or the Special Servicer (except during any
period when the Trustee is acting as, or has become successor to, the Servicer
or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an
institution insured by the Federal Deposit Insurance Corporation and (iii) an
institution whose long-term senior unsecured debt is rated "AA-" by Fitch and
"Aa3" by Moody's or has a Fiscal Agent appointed with such minimum ratings (or
such entity as would not, as evidenced in writing by such Rating Agency, result
in the qualification, downgrading or withdrawal of any of the ratings then
assigned thereby to the Certificates).
If such corporation, national bank or national banking association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such corporation,
national bank or national banking association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In the event the place of business from which the Paying Agent
administers the Upper-Tier REMIC and the Lower-Tier REMIC or in which the
Trustee's office is located is in a state or local jurisdiction that imposes a
tax on the Trust Fund on the net income of a REMIC (other than a tax
corresponding to a tax imposed under the REMIC Provisions), the Paying Agent or
the Trustee, as applicable shall elect either to (i) resign immediately in the
manner and with the effect specified in Section 8.07, (ii) pay such tax at no
expense to the Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier
REMIC from a state and local jurisdiction that does not impose such a tax.
Section 8.07 Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Depositor, the
Servicer, the Special Servicer, the Fiscal Agent and to all Certificateholders.
Upon receiving such notice of resignation, the Depositor shall promptly appoint
a successor Trustee acceptable to the Servicer by written instrument, in
duplicate, which instrument shall be delivered to the resigning Trustee and to
the successor Trustee. A copy of such instrument shall be delivered to the
Servicer, the Special Servicer and the Certificateholders by the Depositor. If
no successor Trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor Trustee. Any resignation or removal of the Trustee shall
automatically result in the termination of the Fiscal Agent hereunder.
(b) If at any time the Trustee or the Fiscal Agent, as applicable,
shall cease to be eligible in accordance with the provisions of Section 8.06 and
shall fail to resign after written request therefor by the Depositor or the
Servicer, or if at any time the Trustee or Fiscal Agent shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the
Trustee or the Fiscal Agent or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or the Fiscal Agent or of
its property or affairs for the purpose of rehabilitation, conservation or
liquidation, or if the Trustee, Fiscal Agent or Paying Agent (if different than
the Trustee) shall fail (other than by reason of the failure of either the
Servicer or the Special Servicer to timely perform its obligations hereunder or
as a result of other circumstances beyond the Trustee's or Paying Agent's, as
applicable, reasonable control), to timely publish any report to be delivered,
published or otherwise made available by the Trustee or Paying Agent, as
applicable, pursuant to Section 4.02 and such failure shall continue unremedied
for a period of five days, or if the Trustee or Paying Agent (if different from
the Trustee) fails to make distributions required pursuant to Section 3.05(b),
4.01 or 9.01, then the Depositor may remove the Trustee, Fiscal Agent or Paying
Agent, as applicable, and appoint a successor Trustee acceptable to the Servicer
or paying agent acceptable to the Trustee, as applicable, by written instrument,
in duplicate, which instrument shall be delivered to the Trustee so removed and
to the successor Trustee in the case of the removal of the Trustee (and, if
necessary, the Fiscal Agent). A copy of such instrument shall be delivered to
the Servicer, the Special Servicer and the Certificateholders by the Depositor.
(c) The Holders of Certificates entitled to at least 51% of the
Voting Rights may at any time remove the Trustee and the Fiscal Agent and
appoint a successor Trustee by written instrument or instruments, in triplicate,
signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Servicer, one complete set to
the Trustee so removed (with a copy to the Fiscal Agent) and one complete set to
the successor so appointed. A copy of such instrument shall be delivered to the
Depositor, the Special Servicer and the remaining Certificateholders by the
Servicer.
(d) Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor Trustee as
provided in Section 8.08.
Upon any succession of the Trustee (and Fiscal Agent, if applicable)
under this Agreement, the predecessor Trustee (and Fiscal Agent, if applicable)
shall be entitled to the payment of accrued and unpaid compensation and
reimbursement as provided for under this Agreement for services rendered and
expenses incurred (including without limitation, unreimbursed Advances). No
Trustee or Fiscal Agent shall be personally liable for any action or omission of
any successor Trustee.
Section 8.08 Successor Trustee.
(a) Any successor Trustee appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Depositor, the Servicer, the
Special Servicer and to its predecessor Trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee shall become effective and such successor Trustee without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as Trustee herein. The predecessor Trustee
shall deliver to the successor Trustee all Mortgage Files and related documents
and statements held by it hereunder (other than any Mortgage Files at the time
held on its behalf by a Custodian, which Custodian, at the Custodian's option,
shall become the agent of the successor Trustee), and the Depositor, the
Servicer, the Special Servicer and the predecessor Trustee shall execute and
deliver such instruments and do such other things as may reasonably be required
to more fully and certainly vest and confirm in the successor Trustee all such
rights, powers, duties and obligations, and to enable the successor Trustee to
perform its obligations hereunder.
(b) No successor Trustee shall accept appointment as provided in
this Section 8.08 unless at the time of such acceptance such successor Trustee
shall be eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor Trustee as
provided in this Section 8.08, the Servicer shall mail notice of the succession
of such Trustee hereunder to the Depositor and the Certificateholders. If the
Servicer fails to mail such notice within 10 days after acceptance of
appointment by the successor Trustee, such successor Trustee shall cause such
notice to be mailed at the expense of the Servicer.
Section 8.09 Merger or Consolidation of Trustee and Fiscal
Agent.
Any Person into which the Trustee or Fiscal Agent may be merged or
converted or with which it may be consolidated or any Person resulting from any
merger, conversion or consolidation to which the Trustee or Fiscal Agent shall
be a party, or any Person succeeding to all or substantially all of the
corporate trust business of the Trustee or Fiscal Agent shall be the successor
of the Trustee or Fiscal Agent, as applicable, hereunder; provided, that, in the
case of the Trustee, such successor Person shall be eligible under the
provisions of Section 8.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding. The Trustee will provide notice of such event to the
Servicer, the Special Servicer, the Depositor and the Rating Agencies.
Section 8.10 Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Fund or property securing the same may at the time be located,
the Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Servicer and
the Trustee may consider necessary or desirable. If the Servicer shall not have
joined in such appointment within 15 days after the receipt by it of a request
to do so, or in case an Event of Default shall have occurred and be continuing,
the Trustee alone shall have the power to make such appointment. No co-trustee
or separate trustee hereunder shall be required to meet the terms of eligibility
as a successor Trustee under Section 8.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10, all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Servicer or the Special Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to the Trust Fund or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee at the
direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the then-separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor Trustee.
(e) The appointment of a co-trustee or separate trustee under this
Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder. The Trustee shall not be liable for any action or inaction of a
separate trustee or co-trustee.
Section 8.11 Appointment of Custodians.
The Trustee may, with the consent of the Servicer, appoint one or
more Custodians to hold all or a portion of the Mortgage Files as agent for the
Trustee. Each Custodian shall be a depository institution subject to supervision
by federal or state authority, shall have combined capital and surplus of at
least $15,000,000 and shall be qualified to do business in the jurisdiction in
which it holds any Mortgage File and shall not be the Depositor or any Affiliate
of the Depositor. Each Custodian shall be subject to the same obligations and
standard of care as would be imposed on the Trustee hereunder in connection with
the retention of Mortgage Files directly by the Trustee. The appointment of one
or more Custodians shall not relieve the Trustee from any of its obligations
hereunder, and the Trustee shall remain responsible for all acts and omissions
of any Custodian. Any Custodian appointed hereunder must maintain a fidelity
bond and errors and omissions policy in an amount customary for Custodians which
serve in such capacity in commercial mortgage loan securitization transactions.
Section 8.12 Access to Certain Information.
(a) On or prior to the date of the first sale of any
Non-Registered Certificate to an Independent third party, the Depositor shall
provide to the Paying Agent and the Trustee three copies of any private
placement memorandum or other disclosure document used by the Depositor or its
Affiliate in connection with the offer and sale of the Class of Certificates to
which such Non-Registered Certificate relates. In addition, if any such private
placement memorandum or disclosure document is revised, amended or supplemented
at any time following the delivery thereof to the Trustee and the Paying Agent,
the Depositor promptly shall inform the Trustee of such event and shall deliver
to the Paying Agent and the Trustee a copy of the private placement memorandum
or disclosure document, as revised, amended or supplemented. The Paying Agent
(or with respect to item (ii)(j) below, the Trustee) shall maintain at its
offices primarily responsible for administering the Trust Fund and shall, upon
reasonable advance notice, make available during normal business hours for
review by any Holder of a Certificate, the Depositor, the Servicer, the Special
Servicer, any Rating Agency or any other Person to whom the Paying Agent (or the
Trustee, if applicable) believes such disclosure is appropriate, originals or
copies of the following items (to the extent such items have been delivered to
the Paying Agent or the Trustee, as applicable): (i) in the case of a Holder or
prospective transferee of a Non-Registered Certificate, any private placement
memorandum or other disclosure document relating to the Class of Certificates to
which such Non-Registered Certificate belongs, in the form most recently
provided to the Paying Agent and (ii) in all cases, (a) this Agreement and any
amendments hereto entered into pursuant to Section 11.01, (b) all statements
required to be delivered to Certificateholders of the relevant Class pursuant to
Section 4.02 since the Closing Date, including all data files and reports that
are part of the CMSA Investor Reporting Package, (c) all Officer's Certificates
delivered to the Paying Agent since the Closing Date pursuant to Section 3.13,
(d) all accountants' reports delivered to the Paying Agent since the Closing
Date pursuant to Section 3.14, (e) any inspection report prepared by the
Servicer, Sub-Servicer or Special Servicer, as applicable, and delivered to the
Paying Agent and Servicer in respect of each Mortgaged Property pursuant to
Section 3.12(a), (f) as to each Mortgage Loan pursuant to which the related
Mortgagor is required to deliver such items or the Special Servicer has
otherwise acquired such items, the most recent annual operating statement and
rent roll of the related Mortgaged Property and financial statements of the
related Mortgagor and any other reports of the Mortgagor collected by the
Servicer, Sub-Servicer or Special Servicer, as applicable, and delivered to the
Paying Agent pursuant to Section 3.12(b), together with the accompanying written
reports (including an Operating Statement Analysis Report and an NOI Adjustment
Worksheet) to be prepared by the Special Servicer and delivered to the Paying
Agent pursuant to Section 3.12(b), (g) any and all notices, reports and
Environmental Assessments delivered to the Paying Agent with respect to any
Mortgaged Property securing a Defaulted Mortgage Loan as to which the
environmental testing contemplated by Section 3.09(c) revealed that either of
the conditions set forth in clauses (i) and (ii) of the first sentence thereof
was not satisfied (but only for so long as such Mortgaged Property or the
related Mortgage Loan are part of the Trust Fund), (h) any and all
modifications, waivers and amendments of the terms of a Mortgage Loan entered
into by the Servicer or the Special Servicer and delivered to the Paying Agent
pursuant to Section 3.20 (but only for so long as the affected Mortgage Loan is
part of the Trust Fund), (i) any and all Officer's Certificates delivered to the
Paying Agent to support the Servicer's determination that any P&I Advance or
Servicing Advance was or, if made, would be a Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance, as the case may be, (j) any and all of the
Mortgage Loan documents contained in the Mortgage File, (k) any and all
Appraisals obtained pursuant to the definition of "Appraisal Reduction" herein,
(l) information regarding the occurrence of Servicing Transfer Events as to the
Mortgage Loans, (m) any and all Sub-Servicing Agreements and any amendments
thereto and modifications thereof, (n) Trustee Exception Reports and (o) an
explanation of the calculation of any Prepayment Interest Shortfall. Copies of
any and all of the foregoing items will be available from the Paying Agent upon
request; provided, however, that the Paying Agent shall be permitted to require
payment of a sum sufficient to cover the reasonable costs and expenses of
providing such copies, except in the case of copies provided to the Rating
Agencies, which shall be free of charge. In addition, without limiting the
generality of the foregoing, any Class G, Class H, Class I, Class J, Class K,
Class L and Class M Certificateholder may upon request from the Paying Agent
obtain a copy of any factual report (other than the Asset Status Report)
delivered to the Rating Agencies under this Agreement.
(b) The Paying Agent shall provide certain financial market
publishers, which initially shall be Bloomberg, L.P., on a quarterly basis,
current information regarding the items listed on Schedule 1 hereto with respect
to the Mortgaged Properties, to the extent such information due from Mortgagors
has been received by the Paying Agent from the Mortgagors and such Mortgagors
have authorized the release of such information. If any such information is
provided on or before August 2, 2001, the Paying Agent shall provide the
Prospectus to Bloomberg, L.P.
(c) Notwithstanding anything to the contrary herein, in addition
to the reports and information made available and distributed pursuant to the
terms of this Agreement (including the information set forth in Section
8.12(a)), the Paying Agent shall, in accordance with such reasonable rules and
procedures as each may adopt (which may include the requirement that an
agreement that provides that such information shall be used solely for purposes
of evaluating the investment characteristics of the Certificates be executed),
also provide the reports available to Certificateholders pursuant to Section
4.02, as well as certain additional information received by the Paying Agent, to
any Certificateholder, the Underwriters, the Initial Purchaser, the Placement
Agent, any Certificate Owner or any prospective investor identified as such by a
Certificate Owner or Underwriter, that requests such reports or information;
provided that the Paying Agent, as the case may be, shall be permitted to
require payment of a sum sufficient to cover the reasonable costs and expenses
of providing copies of such reports or information.
(d) With respect to any information furnished by the Paying Agent
pursuant to this Section 8.12, the Paying Agent shall be entitled to indicate
the source of such information and the Paying Agent may affix thereto any
disclaimer it deems appropriate in its discretion. The Paying Agent shall notify
Certificateholders of the availability of any such information in any manner as
it, in its sole discretion, may determine. In connection with providing access
to or copies of the items described in the preceding paragraph, the Paying Agent
may require (a) in the case of Certificate Owners, a confirmation executed by
the requesting Person substantially in form and substance reasonably acceptable
to the Paying Agent, as applicable, generally to the effect that such Person is
a beneficial holder of Certificates, is requesting the information solely for
use in evaluating such Person's investment in the Certificates and will
otherwise keep such information confidential and (b) in the case of a
prospective purchaser, confirmation executed by the requesting Person in form
and substance reasonably acceptable to the Paying Agent, generally to the effect
that such Person is a prospective purchaser of a Certificate or an interest
therein, is requesting the information solely for use in evaluating a possible
investment in Certificates and will otherwise keep such information
confidential. The Paying Agent shall not be liable for the dissemination of
information in accordance with this Agreement.
Section 8.13 The Fiscal Agent
In the event that the Servicer, the Special Servicer and the Trustee
fail to make a required Advance, the Fiscal Agent shall make such Advance;
provided that the Fiscal Agent shall not be obligated to make any Advance that
it deems to be nonrecoverable. The Fiscal Agent shall be entitled to rely
conclusively on any determination by the Servicer, the Special Servicer or the
Trustee, as applicable, that an Advance, if made, would not be recoverable. The
Fiscal Agent shall be entitled to reimbursement for each Advance made by it in
the same manner and to the same extent as the Trustee, the Servicer and the
Special Servicer. The duties and obligations of the Fiscal Agent shall consist
only of making Advances as provided in Section 7.05 and this Section 8.13. The
Fiscal Agent shall not be liable except for the performance of such duties and
obligations. The Fiscal Agent shall automatically be removed in the event of the
resignation or removal of the Trustee.
Section 8.14 Representations and Warranties of the Trustee.
(a) The Trustee hereby represents and warrants to the Depositor,
the Servicer and the Special Servicer and for the benefit of the
Certificateholders, as of the Closing Date, that:
(i) The Trustee is a national banking association duly organized
under the laws of the United States, duly organized, validly existing and
in good standing under the laws thereof;
(ii) The execution and delivery of this Agreement by the Trustee,
and the performance and compliance with the terms of this Agreement by the
Trustee, will not violate the Trustee's organizational documents or
constitute a default (or an event which, with notice or lapse of time, or
both, would constitute a default) under, or result in the breach of, any
material agreement or other instrument to which it is a party or which is
applicable to it or any of its assets;
(iii) The Trustee 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 each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Trustee, enforceable against the Trustee in
accordance with the terms hereof, subject to (a) applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and the rights of creditors of
national banking associations specifically and (b) general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(v) The Trustee 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 Trustee's good faith and reasonable
judgment, is likely to affect materially and adversely either the ability
of the Trustee to perform its obligations under this Agreement or the
financial condition of the Trustee;
(vi) No litigation is pending or, to the best of the Trustee's
knowledge, threatened against the Trustee which would prohibit the Trustee
from entering into this Agreement or, in the Trustee's good faith and
reasonable judgment, is likely to materially and adversely affect either
the ability of the Trustee to perform its obligations under this Agreement
or the financial condition of the Trustee; and
(vii) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Trustee, or compliance by the Trustee with, this
Agreement or the consummation of the transactions contemplated by this
Agreement, except for any consent, approval, authorization or order which
has not been obtained or cannot be obtained prior to the actual
performance by the Trustee of its obligations under this Agreement, and
which, if not obtained would not have a materially adverse effect on the
ability of the Trustee to perform its obligations hereunder.
[End of Article VIII]
ARTICLE IX
TERMINATION
Section 9.01 Termination Upon Repurchase or Liquidation of
All Mortgage Loans.
(a) Subject to Section 9.02, the Trust Fund and the respective
obligations and responsibilities under this Agreement of the Paying Agent, the
Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the Trustee
(other than the obligations of the Paying Agent or Trustee, as applicable, to
provide for and make payments to Certificateholders as hereafter set forth)
shall terminate upon payment (or provision for payment) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required hereunder to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase by the Servicer or the Special Servicer, pursuant
to the terms of subsection (b), of all the Mortgage Loans and each REO Property
remaining in the Trust Fund at a price equal to (A) the sum of (1) the aggregate
Purchase Price of all the Mortgage Loans (exclusive of REO Loans) included in
the Trust Fund, (2) the Appraised Value of each REO Property, if any, included
in the Trust Fund (such Appraisals in clause (a)(2) to be conducted by an
Independent MAI-designated appraiser selected and mutually agreed upon by the
Servicer and the Trustee, and approved by more than 50% of the Voting Rights of
the Classes of Certificates then outstanding (other than the Controlling Class
unless the Controlling Class is the only Class of Certificates then
outstanding)) and (3) the reasonable out-of-pocket expenses of the Servicer with
respect to such termination, unless the Servicer is the purchaser of such
Mortgage Loans, minus (B) solely in the case where the Servicer is effecting
such purchase, the aggregate amount of unreimbursed Advances, together with any
interest accrued and payable to the Servicer in respect of such Advances in
accordance with Sections 3.03(e) and 4.03(d) and any unpaid Servicing Fees,
remaining outstanding (which items shall be deemed to have been paid or
reimbursed to the Servicer in connection with such purchase), (ii) the exchange
by the Sole Certificateholder pursuant to the terms of the subsection (d) and
(iii) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan or REO Property remaining in the Trust Fund;
provided, however, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James's, living on the date hereof.
(b) The Servicer or the Special Servicer may, at their option,
elect to purchase all of the Mortgage Loans and each REO Property remaining in
the Trust Fund as contemplated by clause (i) of the preceding paragraph by
giving written notice to the Trustee, the Paying Agent and the other parties
hereto no later than 60 days prior to the anticipated date of purchase;
provided, however, that the Servicer or the Special Servicer may so elect to
purchase all of the Mortgage Loans and each REO Property remaining in the Trust
Fund only on or after the first Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is less than 1% of the aggregate Cut-off Date Principal Balance of
the Mortgage Loans set forth in the Preliminary Statement. In the event that the
Servicer or the Special Servicer purchases all of the Mortgage Loans and each
REO Property remaining in the Trust Fund in accordance with the preceding
sentence, the Servicer or the Special Servicer, as applicable, shall deposit in
the Lower-Tier Distribution Account not later than the P&I Advance Date relating
to the Distribution Date on which the final distribution on the Certificates is
to occur, an amount in immediately available funds equal to the above-described
purchase price (exclusive of any portion thereof payable to any Person other
than the Certificateholders pursuant to Section 3.05(a), which portion shall be
deposited in the Certificate Account). In addition, the Servicer shall transfer
to the Lower-Tier Distribution Account all amounts required to be transferred
thereto on such P&I Advance Date from the Certificate Account pursuant to the
first paragraph of Section 3.04(b), together with any other amounts on deposit
in the Certificate Account that would otherwise be held for future distribution.
Upon confirmation that such final deposits have been made, the Trustee shall
release or cause to be released to the Servicer or the Special Servicer as
applicable, the Mortgage Files for the remaining Mortgage Loans and shall
execute all assignments, endorsements and other instruments furnished to it by
the Servicer or the Special Servicer, as applicable, as shall be necessary to
effectuate transfer of the Mortgage Loans and REO Properties remaining in the
Trust Fund.
(c) For purposes of this Section 9.01, the Sole Certificateholder
shall have the first option to terminate the Trust Fund, pursuant to subsection
(d), and then the Servicer, and then the Special Servicer, in each of the last
two cases, pursuant to subsection (b).
(d) Following the date on which the aggregate Certificate Balance
of the Offered Certificates, the Class E Certificates, Class F Certificates and
Class G Certificates is reduced to zero (and provided that the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is less than 1% of the aggregate Cut-off Date Principal Balance of
the Mortgage Loans set forth in the Preliminary Statement), the Sole
Certificateholder shall have the right to exchange all of its Certificates
(other than the Class X, Class S and Residual Certificates) for all of the
Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of Section 9.01(a) by giving written notice to all the parties
hereto no later than 60 days prior to the anticipate date of exchange. In the
event that the Sole Certificateholder elects to exchange all of its Certificates
(other than the Class X, Class S and Residual Certificates) for all of the
Mortgage Loans and each REO Property remaining in the Trust in accordance with
the preceding sentence, such Sole Certificateholder, not later than the
Distribution Date on which the final distribution on the Certificates is to
occur, shall deposit in the Certificate Account an amount in immediately
available funds equal to all amounts due and owing to the Depositor, the
Servicer, the Special Servicer, the Trustee, the Paying Agent and the Fiscal
Agent hereunder through the date of the liquidation of the Trust Fund that may
be withdrawn from the Certificate Account, or an escrow account acceptable to
the respective parties hereto, pursuant to Section 3.05(a) or that may be
withdrawn from the Distribution Account pursuant to Section 3.05(a), but only to
the extent that such amounts are not already on deposit in the Certificate
Account. In addition, the Servicer shall transfer all amounts required to be
transferred to the Lower-Tier Distribution Account on such P&I Advance Date from
the Certificate Account pursuant to the first paragraph of Section 3.04(b). Upon
confirmation that such final deposits have been made and following the surrender
of all its Certificates (other than the Class X, Class S and Residual
Certificates) on the Final Distribution Date, the Trustee shall, upon receipt of
a Request for Release from the Servicer, release or cause to be released to the
Sole Certificateholder or any designee thereof, the Mortgage Files for the
remaining Mortgage Loans and shall execute all assignments, endorsements and
other instruments furnished to it by the Sole Certificateholder as shall be
necessary to effectuate transfer of the Mortgage Loans and REO Properties
remaining in the Trust Fund, and the Trust Fund shall be liquidated in
accordance with Section 9.02. For federal income tax purposes, the Sole
Certificateholder shall be deemed to have purchased the trust assets in exchange
for its Certificates (other than the Class X, Class S and Residual
Certificates). The remaining Mortgage Loans and REO Properties are deemed
distributed to the Sole Certificateholder in liquidation of the Trust Fund
pursuant to Section 9.02.
(e) Notice of any termination pursuant to this Section 9.01 shall
be given promptly by the Paying Agent by letter to Certificateholders and each
Rating Agency and, if not previously notified pursuant to this Section 9.01, to
the other parties hereto mailed (i) in the event such notice is given in
connection with the purchase of all of the Mortgage Loans and each REO Property
remaining in the Trust Fund, not earlier than the 15th day and not later than
the 25th day of the month next preceding the month of the final distribution on
the Certificates, or (ii) otherwise during the month of such final distribution
on or before the P&I Advance Determination Date in such month, in each case
specifying (A) the Distribution Date upon which the Trust Fund will terminate
and final payment of the Certificates will be made, (B) the amount of any such
final payment and (C) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon presentation
and surrender of the Certificates at the offices of the Certificate Registrar or
such other location therein designated.
(f) After transferring the Lower-Tier Distribution Amount and the
amount of any Prepayment Premiums, Yield Maintenance Charges and North Peachtree
Loan Prepayment Charges distributable pursuant to Section 4.01(d) to the
Upper-Tier Distribution Account pursuant to Section 3.04(b), and upon
presentation and surrender of the Certificates by the Certificateholders on the
final Distribution Date, the Paying Agent shall distribute to each
Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the amounts then on
deposit in the Upper-Tier Distribution Account that are allocable to payments on
the Class of Certificates so presented and surrendered. Amounts transferred from
the Lower-Tier Distribution Account to the Upper-Tier Distribution Account as of
the final Distribution Date (exclusive of any portion of such amounts payable or
reimbursable to any Person pursuant to clause (ii) of Section 3.05(c)) shall be
allocated for the purposes, in the amounts and in accordance with the priority
set forth in Sections 4.01(a) and shall be distributed in termination and
liquidation of the Uncertificated Lower-Tier Interests and the Class LR
Certificates in accordance with Sections 4.01(b) and 4.01(j). Any funds not
distributed on such Distribution Date shall be set aside and held uninvested in
trust for the benefit of the Certificateholders not presenting and surrendering
their Certificates in the aforesaid manner and shall be disposed of in
accordance with this Section 9.01 and Section 4.01(g).
Any amount remaining in the Upper-Tier Distribution Account
representing Excess Interest shall be distributed to the Holders of the Class S
Certificates.
Section 9.02 Additional Termination Requirements.
In the event the Servicer or the Special Servicer purchases all of
the Mortgage Loans and each REO Property remaining in the Trust Fund or the Sole
Certificateholder causes the distribution of all the property of the Trust Fund
as provided in Section 9.01, the Trust Fund shall be terminated in accordance
with the following additional requirements, which meet the definition of a
"qualified liquidation" in Section 860F(a)(4) of the Code:
(i) the Paying Agent shall specify the date of adoption of the plan
of complete liquidation (which shall be the date of mailing of the notice
specified in Section 9.01) within 90 days of the final Distribution Date
in a statement attached to each of the Upper-Tier REMIC's and the
Lower-Tier REMIC's final Tax Return pursuant to Treasury Regulations
Section 1.860F-1;
(ii) during the 90-day liquidation period and at or prior to the
time of the making of the final payment on the Certificates, the Paying
Agent on behalf of the Trustee shall sell all of the assets of the Trust
Fund to the Servicer or the Special Servicer, as applicable, for cash or
distribute all of the assets of the Sole Certificateholder on the
designated exchange date in exchange for its Certificates (other than the
Class X, Class S and Residual Certificates);
(iii) within such 90 day liquidation period and immediately
following the making of the final payment on the Uncertificated Lower-Tier
Interests and the Certificates, the Paying Agent shall distribute or
credit, or cause to be distributed or credited, to the Holders of the
Class LR Certificates (in the case of the Lower-Tier REMIC) and the Class
R Certificates (in the case of the Upper-Tier REMIC) all cash on hand
(other than cash retained to meet claims), and the Trust Fund and each of
the Lower-Tier REMIC and the Upper-Tier REMIC shall terminate at that
time.
[End of Article IX]
ARTICLE X
ADDITIONAL REMIC PROVISIONS
Section 10.01 REMIC Administration.
(a) The Paying Agent shall make elections or cause elections to be
made to treat each of the Lower-Tier REMIC and the Upper-Tier REMIC as a REMIC
under the Code and, if necessary, under Applicable State and Local Tax Law. Such
election will be made on Form 1066 or other appropriate federal tax return for
the taxable year ending on the last day of the calendar year in which the
Uncertificated Lower-Tier Interests and the Certificates are issued. For the
purposes of the REMIC election in respect of the Upper-Tier REMIC, each Class of
the Regular Certificates shall be designated as the "regular interests" and the
Class R Certificates shall be designated as the sole class of "residual
interests" in the Upper-Tier REMIC. For purposes of the REMIC election in
respect of the Lower-Tier REMIC, each Class of Uncertificated Lower-Tier
Interests shall be designated as the "regular interests" and the Class LR
Certificates shall be designated as representing the sole class of "residual
interests" in the Lower-Tier REMIC. None of the Special Servicer, the Servicer,
the Paying Agent and the Trustee shall permit the creation of any "interests"
(within the meaning of Section 860G of the Code) in the Lower-Tier REMIC or the
Upper-Tier REMIC other than the foregoing interests.
(b) The Closing Date is hereby designated as the "startup day" of
each of the Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of
Section 860G(a)(9) of the Code.
(c) The Paying Agent, as agent of the "tax matters person" of each
REMIC described below, shall act on behalf of each REMIC in relation to any tax
matter or controversy involving either REMIC and shall represent each REMIC in
any administrative or judicial proceeding relating to an examination or audit by
any governmental taxing authority with respect thereto. The legal expenses,
including without limitation attorneys' or accountants' fees, and costs of any
such proceeding and any liability resulting therefrom shall be expenses of the
Trust Fund and the Paying Agent shall be entitled to reimbursement therefor out
of amounts attributable to the Mortgage Loans and any REO Properties on deposit
in the Certificate Account as provided by Section 3.05(a) unless such legal
expenses and costs are incurred by reason of the Paying Agent's willful
misfeasance, bad faith or gross negligence. The Holder of the largest Percentage
Interest in each of the Class R and Class LR Certificates shall be designated,
in the manner provided under Treasury Regulations Section 1.860F-4(d) and
temporary Treasury Regulations Section 301.6231(a)(7)-1T, as the "tax matters
person" of the Upper-Tier REMIC and the Lower-Tier REMIC, respectively. By their
acceptance thereof, the Holders of the largest Percentage Interest in each of
the Class R and Class LR Certificates hereby agrees to irrevocably appoint the
Paying Agent as their agent to perform all of the duties of the "tax matters
person" for the Upper-Tier REMIC and the Lower-Tier REMIC, respectively.
(d) The Paying Agent shall (i) prepare or cause to be prepared and
shall file, or cause to be filed, all of the Tax Returns that it determines are
required with respect to the Lower-Tier REMIC and the Upper-Tier REMIC created
hereunder and (ii) deliver those Tax Returns that require signature in a timely
manner to the Trustee and the Trustee shall sign such Tax Returns in a timely
manner. The ordinary expenses of preparing such returns shall be borne by the
Paying Agent without any right of reimbursement therefor. The Paying Agent
agrees to indemnify and hold harmless the Trustee with respect to any tax or
liability arising from the Trustee's signing of Tax Returns that contain errors
or omissions.
(e) The Paying Agent shall provide or cause to be provided (i) to
any Transferor of a Class R Certificate or Class LR Certificate such information
as is necessary for the application of any tax relating to the transfer of such
Class R Certificate or Class LR Certificate to any Person who is a Disqualified
Organization, or in the case of a Transfer to an Agent thereof, to such Agent,
(ii) to the Certificateholders such information or reports as are required by
the Code or the REMIC Provisions including reports relating to interest,
original issue discount and market discount or premium (using the Prepayment
Assumption) and (iii) within 30 days after the Closing Date, to the Internal
Revenue Service on Form 8811 the name, title, address and telephone number of
the "tax matters person" who will serve as the representative of each of the
Lower-Tier REMIC and the Upper-Tier REMIC created hereunder.
(f) The Paying Agent shall take such actions and shall cause the
Trust Fund to take such actions as are reasonably within the Paying Agent's
control and the scope of its duties more specifically set forth herein as shall
be necessary to maintain the status of each of the Lower-Tier REMIC and the
Upper-Tier REMIC as a REMIC under the REMIC Provisions (and the Trustee shall
assist the Paying Agent, to the extent reasonably requested by the Paying Agent
to do so). Neither the Servicer nor the Special Servicer shall knowingly or
intentionally take any action, cause the Trust Fund to take any action or fail
to take (or fail to cause to be taken) any action reasonably within its control
and the scope of duties more specifically set forth herein, that, under the
REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger
the status of either the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or
(ii) result in the imposition of a tax upon any of the Lower-Tier REMIC or the
Upper-Tier REMIC or the Trust Fund (including but not limited to the tax on
"prohibited transactions" as defined in Section 860F(a)(2) of the Code and the
tax on contributions to a REMIC set forth in Section 860G(d) of the Code, but
not including the tax on "net income from foreclosure property") (either such
event, an "Adverse REMIC Event") unless the Paying Agent receives an Opinion of
Counsel (at the expense of the party seeking to take such action or, if such
party fails to pay such expense, and the Paying Agent determines that taking
such action is in the best interest of the Trust Fund and the
Certificateholders, at the expense of the Trust Fund, but in no event at the
expense of the Paying Agent or the Trustee) to the effect that the contemplated
action will not, with respect to the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC created hereunder, endanger such status or, unless the Paying
Agent determines in its sole discretion to indemnify the Trust Fund against such
tax, result in the imposition of such a tax (not including a tax on "net income
from foreclosure property"). The Trustee shall not take or fail to take any
action (whether or not authorized hereunder) as to which the Paying Agent has
advised it in writing that it has received an Opinion of Counsel to the effect
that an Adverse REMIC Event could occur with respect to such action. In
addition, prior to taking any action with respect to the Trust Fund, the
Lower-Tier REMIC or the Upper-Tier REMIC or any of its assets, or causing the
Trust Fund or the Lower-Tier REMIC or the Upper-Tier REMIC to take any action,
which is not expressly permitted under the terms of this Agreement, the Trustee
will consult with the Paying Agent or its designee, in writing, with respect to
whether such action could cause an Adverse REMIC Event to occur with respect to
the Trust Fund or either the Lower-Tier REMIC or the Upper-Tier REMIC and the
Trustee shall not take any such action or cause the Trust Fund or either the
Lower-Tier REMIC or the Upper-Tier REMIC to take any such action as to which the
Paying Agent has advised it in writing that an Adverse REMIC Event could occur.
The Paying Agent may consult with counsel to make such written advice, and the
cost of same shall be borne by the party seeking to take the action not
expressly permitted by this Agreement, but in no event at the expense of the
Paying Agent or the Trustee. At all times as may be required by the Code, the
Paying Agent will to the extent within its control and the scope of its duties
more specifically set forth herein, maintain substantially all of the assets of
each of the Lower-Tier REMIC and the Upper-Tier REMIC as "qualified mortgages"
as defined in Section 860G(a)(3) of the Code and "permitted investments" as
defined in Section 860G(a)(5) of the Code.
(g) In the event that any applicable federal, state or local tax,
including interest, penalties or assessments, additional amounts or additions to
tax, is imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, such tax
shall be charged against amounts otherwise distributable to the Holders of the
Certificates, except as provided in the last sentence of this Section 10.01(g);
provided, that with respect to the estimated amount of tax imposed on any "net
income from foreclosure property" pursuant to Code Section 860G(c) or any
similar tax imposed by a state or local tax authority, the Special Servicer
shall retain in the related REO Account a reserve for the payment of such taxes
in such amounts and at such times as it shall deem appropriate, and shall remit
to the Paying Agent such reserved amounts. Except as provided in the preceding
sentence, the Servicer shall withdraw from the Certificate Account and remit to
the Paying Agent sufficient funds to pay or provide for the payment of, and to
actually pay, such tax as is estimated to be legally owed by either the
Lower-Tier REMIC or the Upper-Tier REMIC (but such authorization shall not
prevent the Paying Agent from contesting, at the expense of the Trust Fund
(other than as a consequence of a breach of its obligations under this
Agreement), any such tax in appropriate proceedings, and withholding payment of
such tax, if permitted by law, pending the outcome of such proceedings). The
Paying Agent is hereby authorized to and shall request the Servicer to remit to
it and shall segregate, into a separate non-interest bearing account, the net
income from any "prohibited transaction" under Code Section 860F(a) or the
amount of any taxable contribution to the Lower-Tier REMIC or the Upper-Tier
REMIC after the Startup Day that is subject to tax under Code Section 860G(d)
and use such income or amount, to the extent necessary, to pay such prohibited
transactions tax. To the extent that any such tax (other than any such tax paid
in respect of "net income from foreclosure property") is paid to the Internal
Revenue Service or applicable state or local tax authorities, the Paying Agent
shall retain an equal amount from future amounts otherwise distributable to the
Holders of Residual Certificates (as applicable) and shall distribute such
retained amounts, (x) in the case of the Lower-Tier REMIC, to the Trustee as
Holder of the Uncertificated Lower-Tier Interests to the extent they are fully
reimbursed for any Collateral Support Deficit arising therefrom and then to the
Holders of the Class LR Certificates in the manner specified in Section 4.01(b)
and (y) in the case of the Upper-Tier REMIC, to the Holders of Class A-1, Class
A-2, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class I,
Class J, Class K, Class L, Class M and Class X Certificates, as applicable, in
the manner specified in Section 4.01(a), to the extent they are fully reimbursed
for any Collateral Support Deficit arising therefrom and then to the Holders of
the Class R Certificates. None of the Trustee, the Paying Agent, the Servicer or
the Special Servicer shall be responsible for any taxes imposed on either the
Lower-Tier REMIC or the Upper-Tier REMIC except to the extent such taxes arise
as a consequence of a breach (which breach constitutes negligence or willful
misconduct) of their respective obligations under this Agreement.
(h) The Trustee (but only to the extent, if any, specifically
required to maintain books and records hereunder) and the Paying Agent shall,
for federal income tax purposes, maintain books and records with respect to each
of the Lower-Tier REMIC and the Upper-Tier REMIC on a calendar year and on an
accrual basis or as otherwise may be required by the REMIC Provisions.
(i) Following the Startup Day, none of the Trustee, the Paying
Agent, the Servicer or the Special Servicer shall accept any contributions of
assets to the Lower-Tier REMIC and the Upper-Tier REMIC unless the Paying Agent
and the Trustee shall have received an Opinion of Counsel (at the expense of the
party seeking to make such contribution) to the effect that the inclusion of
such assets in the Lower-Tier REMIC or the Upper-Tier REMIC will not (i) cause
either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a
REMIC at any time that any Uncertificated Lower-Tier Interests or Certificates
are outstanding or (ii) subject any of the Trust Fund, the Lower-Tier REMIC or
the Upper-Tier REMIC to any tax under the REMIC Provisions or other applicable
provisions of federal, state and local law or ordinances.
(j) None of the Trustee, the Paying Agent, the Servicer or the
Special Servicer shall enter into any arrangement by which the Trust Fund or
either the Lower-Tier REMIC or the Upper-Tier REMIC will receive a fee or other
compensation for services nor permit the Trust Fund or either the Lower-Tier
REMIC or the Upper-Tier REMIC to receive any income from assets other than
"qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted
investments" as defined in Section 860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" by which the
Certificate Balance of each Class of Certificates representing a "regular
interest" in the Upper-Tier REMIC and by which the Lower-Tier Principal Amount
of each Class of Uncertificated Lower-Tier Interests representing a "regular
interest" in the Lower-Tier REMIC would be reduced to zero is December 15, 2020,
which is the Distribution Date immediately following the latest scheduled
maturity of any Mortgage Loan.
(l) [Reserved]
(m) None of the Trustee, the Servicer or the Special Servicer, as
applicable, shall sell, dispose of or substitute for any of the Mortgage Loans
(except in connection with (i) the default, imminent default or foreclosure of a
Mortgage Loan, including but not limited to, the acquisition or sale of a
Mortgaged Property acquired by foreclosure or deed in lieu of foreclosure, (ii)
the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund
pursuant to Article IX of this Agreement or (iv) a purchase of Mortgage Loans
pursuant to Article II or III of this Agreement) or acquire any assets for the
Trust Fund or the Lower-Tier REMIC or the Upper-Tier REMIC or sell or dispose of
any investments in the Certificate Account or the REO Account for gain unless it
has received an Opinion of Counsel that such sale, disposition or substitution
will not (a) affect adversely the status of the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC or (b) unless the Servicer or the Special Servicer,
as applicable, has determined in its sole discretion to indemnify the Trust Fund
against such tax, cause the Trust Fund or either the Lower-Tier REMIC or the
Upper-Tier REMIC to be subject to a tax on "prohibited transactions" pursuant to
the REMIC Provisions.
Section 10.02 Depositor, Servicer and Special Servicer to
Cooperate with Paying Agent.
(a) The Depositor shall provide or cause to be provided to the
Paying Agent, within 10 days after the Closing Date, all information or data
that the Paying Agent reasonably determines to be relevant for tax purposes as
to the valuations and issue prices of the Certificates, including, without
limitation, the price, yield, Prepayment Assumption and projected cash flow of
the Certificates.
(b) The Servicer, the Special Servicer, the Paying Agent and the
Trustee shall each furnish such reports, certifications and information, and
upon reasonable notice and during normal business hours, access to such books
and records maintained thereby, as may relate to the Certificates or the Trust
Fund and as shall be reasonably requested by the Paying Agent in order to enable
it to perform its duties hereunder.
Section 10.03 Use of Agents.
The Paying Agent shall execute all of its obligations and duties
under this Article X through its corporate trust department located at 450 West
33rd Street, New York, New York 10001. The Paying Agent may execute any of its
obligations and duties under this Article X either directly or by or through
agents or attorneys. The Paying Agent shall not be relieved of any of its duties
or obligations under this Article X by virtue of the appointment of any such
agents or attorneys.
[End of Article X]
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment.
(a) This Agreement may be amended from time to time by the parties
hereto, without the consent of any of the Certificateholders:
(i) to cure any ambiguity;
(ii) to correct or supplement any provisions herein or therein,
which may be inconsistent with any other provisions herein or therein or
to correct any error;
(iii) to modify, eliminate or add to any of its provisions to such
extent as shall be necessary to maintain the qualification of the Trust
Fund, the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC, or the
Grantor Trust as a grantor trust at all times that any Certificate is
outstanding or to avoid or minimize the risk of the imposition of any tax
on the Trust Fund, the Lower-Tier REMIC or the Upper-Tier REMIC pursuant
to the Code that would be a claim against the Trust Fund or the Lower-Tier
REMIC or the Upper-Tier REMIC, provided that the Trustee has received an
Opinion of Counsel to the effect that (a) such action is necessary or
desirable to maintain such qualification or to avoid or minimize the risk
of the imposition of any such tax and (b) such action will not adversely
affect in any material respect the interests of any Certificateholder;
(iv) to change the timing and/or nature of deposits into the
Certificate Account, the Distribution Accounts or REO Account or to change
the name in which the Certificate Account is maintained, provided that (a)
the P&I Advance Date shall in no event be later than the related
Distribution Date, (b) such change shall not, as evidenced by an Opinion
of Counsel (at the expense of the party requesting the amendment),
adversely affect in any material respect the interests of any
Certificateholder and (c) such change shall not result in the withdrawal,
downgrade or qualification of the then-current rating assigned to any
Class of Certificates, as evidenced by a letter from each Rating Agency to
such effect;
(v) to modify, eliminate or add to the provisions of Section 5.02(d)
or any other provision hereof restricting transfer of the Residual
Certificates by virtue of their being the REMIC "residual interests,"
provided that such change shall not, as evidenced by an Opinion of
Counsel, cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC
or any of the Certificateholders (other than the Transferor) to be subject
to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Non-U.S. Person;
(vi) to make any other provisions with respect to matters or
questions arising under this Agreement which shall not be materially
inconsistent with the provisions of this Agreement, provided that such
action shall not, (x) as evidenced by an Opinion of Counsel, adversely
affect in any material respect the interests of any Certificateholder not
consenting thereto (y) result in the downgrade, withdrawal or
qualification of the then-current rating assigned to any Class of
Certificates, as evidenced by a letter from each Rating Agency to such
effect; and
(vii) to amend or supplement any provision hereof to the extent
necessary to maintain the rating or ratings assigned to each Class of
Certificates by each Rating Agency provided that such change shall not
result in the downgrade, withdrawal or qualification of the then-current
rating assigned to any Class of Certificates, as evidenced by a letter
from each Rating Agency to such effect.
(b) This Agreement may also be amended from time to time by the
parties hereto with the consent of the Holders of Certificates evidencing in the
aggregate not less than 662/3% of the Percentage Interests of each Class of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate; or
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iv) modify the definition of Servicing Standard; or
(v) amend this Section 11.01.
(c) Notwithstanding the foregoing, the Trustee will not be
entitled to consent to any amendment hereto without having first received an
Opinion of Counsel (at the Trust Fund's expense) to the effect that such
amendment is permitted hereunder and that such amendment or the exercise of any
power granted to the Servicer, the Depositor, the Special Servicer, the Trustee
or any other specified person in accordance with such amendment will not result
in the imposition of a tax on the Trust Fund, the Lower-Tier REMIC, the
Upper-Tier REMIC or the Grantor Trust, cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC, or cause the Grantor Trust to
fail to qualify as a grantor trust.
(d) Promptly after the execution of any such amendment, the
Trustee shall furnish a copy of the amendment to each Certificateholder, the
Paying Agent and each Rating Agency.
(e) It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.
(f) The Trustee shall not be obligated to enter into any amendment
pursuant to this Section that affects its rights, duties and immunities under
this Agreement or otherwise.
(g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 11.01(a) or (c) shall be borne by the Person seeking the related
amendment, except that if the Servicer or the Trustee requests any amendment of
this Agreement in furtherance of the rights and interests of Certificateholders,
the cost of any Opinion of Counsel required in connection therewith pursuant to
Section 11.01(a) or (c) shall be payable out of the Certificate Account.
Section 11.02 Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Trustee at the expense of the Depositor on direction by the
Special Servicer and with the consent of the Depositor (which may not be
unreasonably withheld), but only upon direction accompanied by an Opinion of
Counsel (the cost of which shall be paid by the Depositor) to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders.
(b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.
(c) The Trustee shall make any filings required under the laws of
the state of its place of business required solely by virtue of the fact of the
location of the Trustee's place of business, the costs of which, if any, to be
at the Trustee's expense.
Section 11.03 Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.
(b) No Certificateholder shall have any right to vote (except as
expressly provided for herein) or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third party by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement or any Mortgage
Loan, unless, with respect to any suit, action or proceeding upon or under or
with respect to this Agreement, such Holder previously shall have given to the
Trustee a written notice of default hereunder, and of the continuance thereof,
as herein before provided, and unless also (except in the case of a default by
the Trustee) the Holders of Certificates of any Class evidencing not less than
25% of the related Percentage Interests in such Class shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding. The Trustee shall be under no
obligation to exercise any of the trusts or powers vested in it hereunder or to
institute, conduct or defend any litigation hereunder or in relation hereto at
the request, order or direction of any of the Holders of Certificates unless
such Holders have offered to the Trustee reasonable security against the costs,
expenses and liabilities which may be incurred therein or hereby. It is
understood and intended, and expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatsoever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, which priority or
preference is not otherwise provided for herein, or to enforce any right under
this Agreement, except in the manner herein provided and for the equal, ratable
and common benefit of all Certificateholders. For the protection and enforcement
of the provisions of this Section 11.03(c), each and every Certificateholder and
the Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section 11.04 Governing Law.
This Agreement and the Certificates shall be construed in accordance
with the internal laws of the State of New York applicable to agreements made
and to be performed in said State, and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws.
Section 11.05 Notices.
Any communications provided for or permitted hereunder shall be in
writing and, unless otherwise expressly provided herein, shall be deemed to have
been duly given if personally delivered at or mailed by registered mail, postage
prepaid (except for notices to the Trustee which shall be deemed to have been
duly given only when received), to: (i) in the case of the Depositor, GE Capital
Commercial Mortgage Corporation, 292 Long Ridge Road, Stamford, Connecticut
06927, Attention: Kathryn A. Cassidy, President, with a copy to Kevin L. Korsh,
Esq., telecopy number: (203) 357-6768; (ii) in the case of the Servicer, GE
Capital Loan Services, Inc., 363 North Sam Houston Parkway East, Suite 140,
Houston, Texas 77060, Attention: General Counsel, telecopy number: (281)
405-7145; (iii) in the case of the Special Servicer, Midland Loan Services,
Inc., 210 West 10th Street, 6th Floor, Kansas City, Missouri 64105, Attention:
Chief Executive Officer, facsimile number (816) 435-2326; (iv) in the case of
the Trustee, 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603,
Attention: Asset-Backed Securities Trust Services-GECCMC 2001-1, telecopy number
(312) 904-2084; (v) in the case of the Fiscal Agent, 135 South LaSalle Street,
Suite 1625, Chicago, Illinois 60603, Attention: Asset-Backed Securities Trust
Services-GECCMC 2001-1; (vi) in the case of the initial Paying Agent, the
initial Certificate Registrar and the initial Authenticating Agent, The Chase
Manhattan Bank, 450 West 33rd Street, 14th Floor, New York, New York 10001,
Attention: Capital Markets Fiduciary Services (CMBS), telecopy number: (212)
946-8302; (vii) in the case of the Rating Agencies, (a) Moody's Investors
Service, Inc., 99 Church Street, New York, New York, Attention: CMBS-Monitoring,
telecopy number: (212) 553-1350 and (b) Fitch, Inc., One State Street Plaza, New
York, New York, Attention: Commercial Mortgage-Backed Securities Group, telecopy
number: (212) 635-0295; and (viii) in the case of the Mortgage Loan Sellers, (a)
General Electric Capital Corporation, 125 Park Avenue, 10th Floor, New York, NY
10017, Attention: Mike Krull, Managing Director, telecopy number: (212)
716-8911; (b) Morgan Guaranty Trust Company of New York, 60 Wall Street, 17th
Floor, New York, New York 10260, Attention: Stephen Z. Schwartz, telecopy number
(212) 645-5138 and (c) Bear, Stearns Funding, Inc., 245 Park Avenue, New York,
New York 10167, Attention: J. Christopher Hoeffel, Senior Managing Director,
telecopy (212) 272-7047 with a copy to Joseph T. Jurkowski, Jr., Managing
Director, telecopy (212) 272-2619; or as to each such Person such other address
as may hereafter be furnished by such Person to the parties hereto in writing.
Any communication required or permitted to be delivered to a Certificateholder
shall be deemed to have been duly given when mailed first class, postage
prepaid, to the address of such Holder as shown in the Certificate Register. Any
notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.
Section 11.06 Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 11.07 Grant of a Security Interest.
The Depositor intends that the conveyance of the Depositor's right,
title and interest in and to the Mortgage Loans pursuant to this Agreement shall
constitute a sale and not a pledge of security for a loan. If such conveyance is
deemed to be a pledge of security for a loan, however, the Depositor intends
that the rights and obligations of the parties to such loan shall be established
pursuant to the terms of this Agreement. The Depositor also intends and agrees
that, in such event, (i) the Depositor shall be deemed to have granted to the
Trustee (in such capacity) a first priority security interest in the Depositor's
entire right, title and interest in and to the assets comprising the Trust Fund,
including without limitation, the Mortgage Loans, all principal and interest
received or receivable with respect to the Mortgage Loans (other than principal
and interest payments due and payable prior to the Cut-off Date and Principal
Prepayments received prior to the Cut-off Date), all amounts held from time to
time in the Certificate Account, the Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account and, if established, the REO
Account, and all reinvestment earnings on such amounts, and all of the
Depositor's right, title and interest in and to the proceeds of any title,
hazard or other Insurance Policies related to such Mortgage Loans and (ii) this
Agreement shall constitute a security agreement under applicable law. This
Section 11.07 shall constitute notice to the Trustee pursuant to any of the
requirements of the applicable UCC.
Section 11.08 Successors and Assigns; Beneficiaries.
The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders. No
other person, including, without limitation, any Mortgagor, shall be entitled to
any benefit or equitable right, remedy or claim under this Agreement.
Section 11.09 Article and Section Headings.
The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.
Section 11.10 Notices to the Rating Agencies.
(a) The Trustee shall use reasonable efforts promptly to provide
notice to each Rating Agency with respect to each of the following of which it
has actual knowledge:
(i) any material change or amendment to this Agreement;
(ii) the occurrence of any Event of Default that has not been cured;
(iii) the resignation or termination of the Servicer or the Special
Servicer; and
(iv) the repurchase or substitution of Mortgage Loans by a Mortgage
Loan Seller pursuant to Section 3 of the Mortgage Loan Purchase Agreement.
(b) The Servicer shall use reasonable efforts promptly to provide
notice to each Rating Agency with respect to each of the following of which it
has actual knowledge:
(i) the resignation or removal of the Trustee;
(ii) any change in the location of the Certificate Account; and
(iii) any event that would result in the voluntary or involuntary
termination of any insurance of the accounts of the Paying Agent or the
Trustee;
(iv) any change in the lien priority of any Mortgage Loan;
(v) any additional lease to an anchor tenant or termination of any
existing lease to an anchor tenant at retail properties for any Mortgage
Loan with a Stated Principal Balance that is equal to or greater than the
lesser of (1) an amount greater than 5% of the then aggregate outstanding
principal balances of the Mortgage Loans or (2) $35,000,000;
(vi) any material damage to any Mortgaged Property;
(vii) any assumption with respect to a Mortgage Loan; and
(viii) any release or substitution of any Mortgaged Property.
(c) Each of the Servicer and the Special Servicer shall promptly
furnish to each Rating Agency copies of the following:
(i) each of its annual statements as to compliance described in
Section 3.13;
(ii) inspection reports and other items delivered to each of the
Servicer and Special Servicer pursuant to Sections 3.12(a) and 3.12(b);
(iii) each of its annual independent public accountants' servicing
reports described in Section 3.14; and
(iv) each waiver and consent provided pursuant to Section 3.08.
(d) The Paying Agent shall promptly furnish to each Rating Agency
a copy of the Statement to Certificateholders distributed pursuant to Section
4.02(a) and shall promptly furnish notice the Rating Agencies of (i) any change
in the location of either of the Distribution Accounts and (ii) the final
payment to any Class of Certificateholders.
(e) The Trustee, the Servicer and the Special Servicer, as
applicable, shall furnish to each Rating Agency with respect to each Mortgage
Loan such information as the Rating Agency shall request and which the Trustee,
the Servicer or Special Servicer, can reasonably provide in accordance with
applicable law and without violating the terms of this Agreement or any Mortgage
Loan documents. The Trustee, the Servicer and Special Servicer, as applicable,
may include any reasonable disclaimer it deems appropriate with respect to such
information. Notwithstanding anything to the contrary herein, nothing in this
Section 11.10 shall require a party to provide duplicative notices or copies to
the Rating Agencies with respect to any of the above listed items.
[End of Article XI]
[SIGNATURES COMMENCE ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.
GE CAPITAL COMMERCIAL MORTGAGE
CORPORATION,
Depositor
By: /s/ Daniel Vinson
-----------------------------------
Name: Daniel Vinson
Title: Authorized Signatory
GE CAPITAL LOAN SERVICES, INC.,
Servicer
By: /s/ Joseph F. Beggins
-----------------------------------
Name: Joseph F. Beggins
Title: President and CEO
MIDLAND LOAN SERVICES, INC.,
Special Servicer
By: /s/ Lawrence D. Ashley
-----------------------------------
Name: Lawrence D. Ashley
Title: Senior Vice President
LASALLE BANK NATIONAL ASSOCIATION,
Trustee
By: /s/ Brian D. Ames
-----------------------------------
Name: Brian D. Ames
Title: Vice President
ABN AMRO BANK N.V.,
Fiscal Agent
By: /s/ Barbara A. Wolf
-----------------------------------
Name: Barbara A. Wolf
Title: Vice President
By: /s/ Cynthia Reis
-----------------------------------
Name: Cynthia Reis
Title: First Vice President
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 2nd day of May, 2001 before me, a notary public in and for
said State, personally appeared Dan Vinson known to me to be an Authorized
Signatory of GE Capital Commercial Mortgage Corporation, a Delaware corporation
that executed the within instrument, and also known to me to be the person who
executed it on behalf of such corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Lily H. Lee
----------------------
Notary Public
[Notarial Seal]
STATE OF TEXAS )
) ss.:
COUNTY OF HARRIS )
On the 30th day of April, 2001, before me, the undersigned,
personally appeared Joseph F. Beggins, personally known to me or proved to me on
the basis of satisfactory evidence to be the individual whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument, and
that such individual made such appearance before the undersigned in Houston,
Harris County, Texas.
/s/ Bernadette Tatum
------------------------------
Notary Public, in and for the state
of Texas
[Notarial Seal]
STATE OF MISSOURI )
) ss.:
COUNTY OF JACKSON )
On the 30th day of April in the year 2001 before me, the
undersigned, personally appeared Lawrence D. Ashley, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual(s) whose
name(s) is (are) subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their capacity(ies), and that by
his/her/their signature(s) on the instrument, the individual(s), or the person
upon behalf of which the individual(s) acted, executed the instrument, and that
such individual made such appearance before the undersigned in Kansas City,
Missouri.
/s/ Delia R. Cox
------------------------------
Signature and Office of
individual taking acknowledgment
[Notarial Seal]
State of Illinois )
) ss.
County of Cook )
On the 2nd day of May 2001, before me, Vicky D. Williams, a notary
public in and for said State, personally appeared Brian D. Ames, known to me to
be a Vice President of LaSalle Bank NA, one of the corporations that executed
the within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Vicky D. Williams
------------------------------
Vicky D. Williams
[Notarial Seal] My Commission Expires: 4-20-2003
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
On the 2nd day of May 2001, before me, Vicky D. Williams, a notary
public in and for said State, personally appeared Barbara Alice Wolf, Vice
President and Cynthia Reis, First Vice President, respectively, of ABN AMRO BANK
N.V., one of the entities that executed the within instrument and also known to
me to be the persons who executed it on behalf of such entity, and acknowledged
to me that such entity executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Vicky D. Williams
------------------------------
NOTARY PUBLIC
[Notarial Seal]
My Commission Expires: 4-20-2003
EXHIBIT A-1
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1, CLASS A-1
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
PASS-THROUGH RATE: 6.0790% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
BALANCE OF THE MORTGAGE LOANS AFTER
DENOMINATION: $171,865,000 DEDUCTING PAYMENTS DUE AND PREPAYMENTS
RECEIVED ON OR BEFORE CUT-OFF DATE:
DATE OF POOLING AND SERVICING $1,128,916,743
AGREEMENT: AS OF MAY 1, 2001
SERVICER: GE CAPITAL LOAN SERVICES, INC.
CUT-OFF DATE: MAY 11, 2001
SPECIAL SERVICER: MIDLAND LOAN SERVICES,
CLOSING DATE: MAY 2, 2001 INC.
FIRST DISTRIBUTION DATE: TRUSTEE: LASALLE BANK NATIONAL
JUNE 15, 2001 ASSOCIATION
APPROXIMATE AGGREGATE FISCAL AGENT: ABN AMRO BANK N.V.
CERTIFICATE BALANCE
OF THE CLASS A-1 CERTIFICATES PAYING AGENT: THE CHASE MANHATTAN BANK
AS OF THE CLOSING DATE: $171,865,000
CUSIP NO.: 36158YAZ2
ISIN NO.: US36158YAZ25
COMMON CODE NO.: 012889801
CERTIFICATE NO.: A-1
CLASS A-1 CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community fixed
rate balloon and fully amortizing mortgage loans (the "Mortgage Loans"), all
payments on or collections in respect of the Mortgage Loans due after the
Cut-off Date, all REO Properties and revenues received in respect thereof, the
mortgagee's rights under the Insurance Policies, any Assignment of Leases, and
any guaranties, escrow accounts or other collateral as security for the Mortgage
Loans and such amounts as shall from time to time be held in the Certificate
Account, the Distribution Accounts, the Interest Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE CAPITAL
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class A-1 Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of May 1, 2001 (the "Pooling and Servicing
Agreement"), among GE Capital Commercial Mortgage Corporation (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Servicer, the Special
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
A-1 Certificates. The Certificates are designated as the GE Capital Commercial
Mortgage Corporation, Commercial Mortgage Pass-Through Certificates, Series
2001-1 and are issued in twenty classes as specifically set forth in the Pooling
and Servicing Agreement. The Certificates will evidence in the aggregate 100% of
the beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class A-1 Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held in the name of the Trustee and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Accounts) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Accounts will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date and (2) is the Holder of Certificates with an
original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. Subject
to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(g) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent, and the Certificate Registrar and any of their agents may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Trustee and the Fiscal
Agent, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of the Trust Fund, the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, or the Grantor Trust as a
grantor trust at all times any Certificate is outstanding or to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax; to change the timing and/or nature of
deposits into the Certificate Account or Distribution Accounts or REO Account or
to change the name in which the Certificate Account is maintained, provided,
however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
and such change shall not, as evidenced by an Opinion of Counsel, cause the
Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Trustee and the
Fiscal Agent with the consent of the Holders of Certificates representing not
less than 66 2/3% of the aggregate Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder;
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding;
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding;
(iv) to modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
is permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to qualify as a grantor trust or result in the imposition of a tax
on the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC.
The Sole Certificateholder will have the option, upon 60 days' prior
notice given to each of the other parties to the Pooling and Servicing
Agreement, which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to exchange all of its Certificates (other than the
Class X, Class S and Residual Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund, and thereby effect termination of
the Trust Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is reduced to less
than 1% of the aggregate Cut-off Date Principal Balance of all the Mortgage
Loans and the aggregate Certificate Balance of the Offered Certificates, the
Class E Certificates, the Class F Certificates and Class G Certificates is
reduced to zero.
If the Sole Certificateholder chooses not exercise such right, or if
the aggregate Certificate Balance of the Offered Certificates, the Class E
Certificates, the Class F Certificates and Class G Certificates has not been
reduced to zero, any of the Servicer or the Special Servicer (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than 1% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in its
individual capacity but solely as
Certificate Registrar under the
Pooling and Servicing Agreement.
By:___________________________________
AUTHORIZED OFFICER
Dated: May 2, 2001
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
AUTHENTICATING AGENT
By:___________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above
list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
Dated: ____________________ ________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
___________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________,
as its agent.
EXHIBIT A-2
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1, CLASS A-2
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
PASS-THROUGH RATE: 6.5310% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
BALANCE OF THE MORTGAGE LOANS AFTER
DENOMINATION: DEDUCTING PAYMENTS DUE AND PREPAYMENTS
$[400,000,000][303,045,000] RECEIVED ON OR BEFORE CUT-OFF DATE:
$1,128,916,743
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF MAY 1, 2001 SERVICER: GE CAPITAL LOAN SERVICES, INC.
CUT-OFF DATE: MAY 11, 2001 SPECIAL SERVICER: MIDLAND LOAN SERVICES,
INC.
CLOSING DATE: MAY 2, 2001
TRUSTEE: LASALLE BANK NATIONAL
FIRST DISTRIBUTION DATE: ASSOCIATION.
JUNE 15, 2001
PAYING AGENT: THE CHASE MANHATTAN BANK
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE FISCAL AGENT: ABN AMRO BANK N.V.
OF THE CLASS A-2 CERTIFICATES
AS OF THE CLOSING DATE: $703,045,000 CUSIP NO.: 36158YBA6
ISIN NO.: US36158YBA64
COMMON CODE NO.: 012890079
CERTIFICATE NO.: A-2[-1][-2]
CLASS A-2 CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community fixed
rate balloon and fully amortizing mortgage loans (the "Mortgage Loans"), all
payments on or collections in respect of the Mortgage Loans due after the
Cut-off Date, all REO Properties and revenues received in respect thereof, the
mortgagee's rights under the Insurance Policies, any Assignment of Leases, and
any guaranties, escrow accounts or other collateral as security for the Mortgage
Loans and such amounts as shall from time to time be held in the Certificate
Account, the Distribution Accounts, the Interest Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE CAPITAL
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class A-2 Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of May 1, 2001 (the "Pooling and Servicing
Agreement"), among GE Capital Commercial Mortgage Corporation (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Servicer, the Special
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
A-2 Certificates. The Certificates are designated as the GE Capital Commercial
Mortgage Corporation, Commercial Mortgage Pass-Through Certificates, Series
2001-1 and are issued in twenty classes as specifically set forth in the Pooling
and Servicing Agreement. The Certificates will evidence in the aggregate 100% of
the beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class A-2 Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held in the name of the Trustee and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Accounts) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Accounts will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date and (2) is the Holder of Certificates with an
original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. Subject
to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(g) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Trustee and the Fiscal
Agent, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of the Trust Fund, the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, or the Grantor Trust as a
grantor trust at all times any Certificate is outstanding or to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax; to change the timing and/or nature of
deposits into the Certificate Account or Distribution Accounts or REO Account or
to change the name in which the Certificate Account is maintained, provided,
however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
and such change shall not, as evidenced by an Opinion of Counsel, cause the
Upper-Tier REMIC or the Lower-Tier REMIC or any of the Certificateholders (other
than the Transferor) to be subject to a federal tax caused by a Transfer to a
Person that is a Disqualified Organization or a Non-U.S. Person; and to make any
other provisions with respect to matters or questions arising under the Pooling
and Servicing Agreement which shall not be materially inconsistent with the
provisions of the Pooling and Servicing Agreement, provided, however, that such
action shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interest of any Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Trustee and the
Fiscal Agent with the consent of the Holders of Certificates representing not
less than 66 2/3% of the aggregate Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder;
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding;
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding;
(iv) to modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
is permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to qualify as a grantor trust or result in the imposition of a tax
on the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC.
The Sole Certificateholder will have the option, upon 60 days' prior
notice given to each of the other parties to the Pooling and Servicing
Agreement, which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to exchange all of its Certificates (other than the
Class X, Class S and Residual Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund, and thereby effect termination of
the Trust Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is reduced to less
than 1% of the aggregate Cut-off Date Principal Balance of all the Mortgage
Loans and the aggregate Certificate Balance of the Offered Certificates, the
Class E Certificates, the Class F Certificates and Class G Certificates is
reduced to zero.
If the Sole Certificateholder chooses not exercise such right, or if
the aggregate Certificate Balance of the Offered Certificates, the Class E
Certificates, the Class F Certificates and Class G Certificates has not been
reduced to zero, any of the Servicer or the Special Servicer (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than 1% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in its
individual capacity but solely as
Certificate Registrar under the
Pooling and Servicing Agreement.
By:___________________________________
AUTHORIZED OFFICER
Dated: May 2, 2001
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A-2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
AUTHENTICATING AGENT
By:___________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above
list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
Dated: ____________________ ________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
___________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________,
as its agent.
EXHIBIT A-3
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1, CLASS B
THIS CLASS B CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
PASS-THROUGH RATE: 6.7190% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
BALANCE OF THE MORTGAGE LOANS AFTER
DENOMINATION: $45,157,000 DEDUCTING PAYMENTS DUE AND PREPAYMENTS
RECEIVED ON OR BEFORE CUT-OFF DATE:
DATE OF POOLING AND SERVICING $1,128,916,743
AGREEMENT: AS OF MAY 1
SERVICER: GE CAPITAL LOAN SERVICES, INC.
CUT-OFF DATE: MAY 11, 2001
SPECIAL SERVICER: MIDLAND LOAN SERVICES,
CLOSING DATE: MAY 2, 2001 INC.
FIRST DISTRIBUTION DATE: TRUSTEE: LASALLE BANK NATIONAL
JUNE 15, 2001 ASSOCIATION
APPROXIMATE AGGREGATE FISCAL AGENT: ABN AMRO BANK N.V.
CERTIFICATE BALANCE
OF THE CLASS B CERTIFICATES PAYING AGENT: THE CHASE MANHATTAN BANK
AS OF THE CLOSING DATE: $45,157,000
CUSIP NO.: 36158YBB4
ISIN NO.: US36158YBB48
COMMON CODE NO.: 012891610
CERTIFICATE NO.: B-1
CLASS B CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community fixed
rate balloon and fully amortizing mortgage loans (the "Mortgage Loans"), all
payments on or collections in respect of the Mortgage Loans due after the
Cut-off Date, all REO Properties and revenues received in respect thereof, the
mortgagee's rights under the Insurance Policies, any Assignment of Leases, and
any guaranties, escrow accounts or other collateral as security for the Mortgage
Loans and such amounts as shall from time to time be held in the Certificate
Account, the Distribution Accounts, the Interest Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE CAPITAL
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class B Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of May 1, 2001 (the "Pooling and Servicing
Agreement"), among GE Capital Commercial Mortgage Corporation (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Servicer, the Special
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class B
Certificates. The Certificates are designated as the GE Capital Commercial
Mortgage Corporation, Commercial Mortgage Pass-Through Certificates, Series
2001-1 and are issued in twenty classes as specifically set forth in the Pooling
and Servicing Agreement. The Certificates will evidence in the aggregate 100% of
the beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class B Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held in the name of the Trustee and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Accounts) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Accounts will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date and (2) is the Holder of Certificates with an
original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. Subject
to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(g) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Trustee and the Fiscal
Agent without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of the Trust Fund, the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, or the Grantor Trust as a
grantor trust at all times any Certificate is outstanding or to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax; to change the timing and/or nature of
deposits into the Certificate Account or Distribution Accounts or REO Account or
to change the name in which the Certificate Account is maintained, provided,
however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
and such change shall not, as evidenced by an Opinion of Counsel, cause the
Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Trustee and the
Fiscal Agent with the consent of the Holders of Certificates representing not
less than 66 2/3% of the aggregate Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder;
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding;
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding;
(iv) to modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
is permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to qualify as a grantor trust or result in the imposition of a tax
on the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC.
The Sole Certificateholder will have the option, upon 60 days' prior
notice given to each of the other parties to the Pooling and Servicing
Agreement, which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to exchange all of its Certificates (other than the
Class X, Class S and Residual Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund, and thereby effect termination of
the Trust Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is reduced to less
than 1% of the aggregate Cut-off Date Principal Balance of all the Mortgage
Loans and the aggregate Certificate Balance of the Offered Certificates, the
Class E Certificates, the Class F Certificates and Class G Certificates is
reduced to zero.
If the Sole Certificateholder chooses not exercise such right, or if
the aggregate Certificate Balance of the Offered Certificates, the Class E
Certificates, the Class F Certificates and Class G Certificates has not been
reduced to zero, any of the Servicer or the Special Servicer (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than 1% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in its
individual capacity but solely as
Certificate Registrar under the
Pooling and Servicing Agreement.
By:___________________________________
AUTHORIZED OFFICER
Dated: May 2, 2001
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS B CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
AUTHENTICATING AGENT
By:___________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above
list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
Dated: ____________________ ________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
___________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________,
as its agent.
EXHIBIT A-4
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1, CLASS C
THIS CLASS C CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THE PASS-THROUGH RATE ON THE CLASS C APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATES WILL BE THE LESSER OF (i) BALANCE OF THE MORTGAGE LOANS AFTER
6.9710% PER ANNUM AND (ii) THE WEIGHTED DEDUCTING PAYMENTS DUE AND PREPAYMENTS
AVERAGE NET MORTGAGE RATE FOR ANY RECEIVED ON OR BEFORE CUT-OFF DATE:
DISTRIBUTION DATE $1,128,916,743
DENOMINATION: $49,390,000 SERVICER: GE CAPITAL LOAN SERVICES, INC.
DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN
AGREEMENT: AS OF MAY 1, 2001 SERVICES, INC.
CUT-OFF DATE: MAY 11, 2001 TRUSTEE: LASALLE BANK NATIONAL
ASSOCIATION
CLOSING DATE: MAY 2, 2001
FISCAL AGENT: ABN AMRO BANK N.V.
FIRST DISTRIBUTION DATE:
JUNE 15, 2001 PAYING AGENT: THE CHASE MANHATTAN BANK
APPROXIMATE AGGREGATE CUSIP NO.: 36158YBC2
CERTIFICATE BALANCE
OF THE CLASS C CERTIFICATES ISIN NO.: US36158YBC21
AS OF THE CLOSING DATE: $49,390,000
COMMON CODE NO.: 012891792
CERTIFICATE NO.: C-1
CLASS C CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community fixed
rate balloon and fully amortizing mortgage loans (the "Mortgage Loans"), all
payments on or collections in respect of the Mortgage Loans due after the
Cut-off Date, all REO Properties and revenues received in respect thereof, the
mortgagee's rights under the Insurance Policies, any Assignment of Leases, and
any guaranties, escrow accounts or other collateral as security for the Mortgage
Loans and such amounts as shall from time to time be held in the Certificate
Account, the Distribution Accounts, the Interest Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE CAPITAL
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE
THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class C Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of May 1, 2001 (the "Pooling and Servicing
Agreement"), among GE Capital Commercial Mortgage Corporation (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Servicer, the Special
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class C
Certificates. The Certificates are designated as the GE Capital Commercial
Mortgage Corporation, Commercial Mortgage Pass-Through Certificates, Series
2001-1 and are issued in twenty classes as specifically set forth in the Pooling
and Servicing Agreement. The Certificates will evidence in the aggregate 100% of
the beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class C Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held in the name of the Trustee and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Accounts) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Accounts will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date and (2) is the Holder of Certificates with an
original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. Subject
to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(g) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Trustee and the Fiscal
Agent without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of the Trust Fund, the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, or the Grantor Trust as a
grantor trust at all times any Certificate is outstanding or to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax; to change the timing and/or nature of
deposits into the Certificate Account or Distribution Accounts or REO Account or
to change the name in which the Certificate Account is maintained, provided,
however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
and such change shall not, as evidenced by an Opinion of Counsel, cause the
Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Trustee and the
Fiscal Agent with the consent of the Holders of Certificates representing not
less than 66 2/3% of the aggregate Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder;
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding;
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding;
(iv) to modify the definition of Servicing Standard, or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
is permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to qualify as a grantor trust or result in the imposition of a tax
on the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC.
The Sole Certificateholder will have the option, upon 60 days' prior
notice given to each of the other parties to the Pooling and Servicing
Agreement, which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to exchange all of its Certificates (other than the
Class X, Class S and Residual Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund, and thereby effect termination of
the Trust Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is reduced to less
than 1% of the aggregate Cut-off Date Principal Balance of all the Mortgage
Loans and the aggregate Certificate Balance of the Offered Certificates, the
Class E Certificates, the Class F Certificates and Class G Certificates is
reduced to zero.
If the Sole Certificateholder chooses not exercise such right, or if
the aggregate Certificate Balance of the Offered Certificates, the Class E
Certificates, the Class F Certificates and Class G Certificates has not been
reduced to zero, any of the Servicer or the Special Servicer (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than 1% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in its
individual capacity but solely as
Certificate Registrar under the
Pooling and Servicing Agreement.
By:___________________________________
AUTHORIZED OFFICER
Dated: May 2, 2001
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS C CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
AUTHENTICATING AGENT
By:___________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above
list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
Dated: ____________________ ________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
___________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________,
as its agent.
EXHIBIT A-5
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1, CLASS D
THIS CLASS D CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THE PASS-THROUGH RATE ON THE CLASS D APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATES WILL BE THE LESSER OF (i) BALANCE OF THE MORTGAGE LOANS AFTER
7.1080% PER ANNUM AND (ii) THE WEIGHTED DEDUCTING PAYMENTS DUE AND PREPAYMENTS
AVERAGE NET MORTGAGE RATE FOR ANY RECEIVED ON OR BEFORE CUT-OFF DATE:
DISTRIBUTION DATE $1,128,916,743
DENOMINATION: $15,523,000 SERVICER: GE CAPITAL LOAN SERVICES, INC.
DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN SERVICES,
AGREEMENT: AS OF MAY 1, 2001 INC.
CUT-OFF DATE: MAY 11, 2001 TRUSTEE: LASALLE BANK NATIONAL
ASSOCIATION.
CLOSING DATE: MAY 2, 2001
FISCAL AGENT: ABN AMRO BANK N.V.
FIRST DISTRIBUTION DATE:
JUNE 15, 2001 PAYING AGENT: THE CHASE MANHATTAN BANK
APPROXIMATE AGGREGATE CUSIP NO.: 36158YBD0
CERTIFICATE BALANCE
OF THE CLASS D CERTIFICATES ISIN NO.: US36158YBD04
AS OF THE CLOSING DATE: $15,523,000
COMMON CODE NO.: 012891849
CERTIFICATE NO.: D-1
CLASS D CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community fixed
rate balloon and fully amortizing mortgage loans (the "Mortgage Loans"), all
payments on or collections in respect of the Mortgage Loans due after the
Cut-off Date, all REO Properties and revenues received in respect thereof, the
mortgagee's rights under the Insurance Policies, any Assignment of Leases, and
any guaranties, escrow accounts or other collateral as security for the Mortgage
Loans and such amounts as shall from time to time be held in the Certificate
Account, the Distribution Accounts, the Interest Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE CAPITAL
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class D Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of May 1, 2001 (the "Pooling and Servicing
Agreement"), among GE Capital Commercial Mortgage Corporation (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Servicer, the Special
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class D
Certificates. The Certificates are designated as the GE Capital Commercial
Mortgage Corporation, Commercial Mortgage Pass-Through Certificates, Series
2001-1 and are issued in twenty classes as specifically set forth in the Pooling
and Servicing Agreement. The Certificates will evidence in the aggregate 100% of
the beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class D Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held in the name of the Trustee and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Accounts) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Accounts will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date and (2) is the Holder of Certificates with an
original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. Subject
to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(g) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Trustee and the Fiscal
Agent, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of the Trust Fund, the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, or the Grantor Trust as a
grantor trust at all times any Certificate is outstanding or to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax; to change the timing and/or nature of
deposits into the Certificate Account or Distribution Accounts or REO Account or
to change the name in which the Certificate Account is maintained, provided,
however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
and such change shall not, as evidenced by an Opinion of Counsel, cause the
Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer and the Trustee and
the Fiscal Agent with the consent of the Holders of Certificates representing
not less than 66 2/3% of the aggregate Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder;
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding;
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding;
(iv) to modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
is permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to qualify as a grantor trust or result in the imposition of a tax
on the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC.
The Sole Certificateholder will have the option, upon 60 days' prior
notice given to each of the other parties to the Pooling and Servicing
Agreement, which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to exchange all of its Certificates (other than the
Class X, Class S and Residual Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund, and thereby effect termination of
the Trust Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is reduced to less
than 1% of the aggregate Cut-off Date Principal Balance of all the Mortgage
Loans and the aggregate Certificate Balance of the Offered Certificates, the
Class E Certificates, the Class F Certificates and Class G Certificates is
reduced to zero.
If the Sole Certificateholder chooses not exercise such right, or if
the aggregate Certificate Balance of the Offered Certificates, the Class E
Certificates, the Class F Certificates and Class G Certificates has not been
reduced to zero, any of the Servicer or the Special Servicer (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than 1% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in its
individual capacity but solely as
Certificate Registrar under the
Pooling and Servicing Agreement.
By:___________________________________
AUTHORIZED OFFICER
Dated: May 2, 2001
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS D CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
AUTHENTICATING AGENT
By:___________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above
list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
Dated: ____________________ ________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
___________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________,
as its agent.
EXHIBIT A-6
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1, CLASS E
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) (OTHER THAN WITH RESPECT TO A
RESIDUAL OR CLASS S CERTIFICATE) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER
THE SECURITIES ACT, OR (D) (OTHER THAN WITH RESPECT TO A RESIDUAL OR CLASS S
CERTIFICATE) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO
THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE TRUSTEE OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
THIS CLASS E CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL OR CLASS S CERTIFICATE) AN
INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN
OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A.
THE PASS-THROUGH RATE ON THE CLASS E APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATES WILL BE THE LESSER OF (i) BALANCE OF THE MORTGAGE LOANS AFTER
6.6570% AND (ii) THE WEIGHTED AVERAGE DEDUCTING PAYMENTS DUE AND PREPAYMENTS NET
MORTGAGE RATE FOR ANY DISTRIBUTION RECEIVED ON OR BEFORE CUT-OFF DATE:
DATE $1,128,916,743
DENOMINATION: $15,522,000 SERVICER: GE CAPITAL LOAN SERVICES, INC.
DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN SERVICES,
AGREEMENT: AS OF MAY 1, 2001 INC.
CUT-OFF DATE: MAY 11, 2001 TRUSTEE: LASALLE BANK NATIONAL
ASSOCIATION.
CLOSING DATE: MAY 2, 2001
FISCAL AGENT: ABN AMRO BANK N.V.
FIRST DISTRIBUTION DATE:
JUNE 15, 2001 PAYING AGENT: THE CHASE MANHATTAN BANK
APPROXIMATE AGGREGATE CUSIP NO.: 36158YBG3
CERTIFICATE BALANCE
OF THE CLASS E CERTIFICATES ISIN NO.: US36158YBG35
AS OF THE CLOSING DATE: $15,522,000
CERTIFICATE NO.: E-1
CLASS E CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community fixed
rate balloon and fully amortizing mortgage loans (the "Mortgage Loans"), all
payments on or collections in respect of the Mortgage Loans due after the
Cut-off Date, all REO Properties and revenues received in respect thereof, the
mortgagee's rights under the Insurance Policies, any Assignment of Leases, and
any guaranties, escrow accounts or other collateral as security for the Mortgage
Loans and such amounts as shall from time to time be held in the Certificate
Account, the Distribution Accounts, the Interest Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE CAPITAL
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE
THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class E Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of May 1, 2001 (the "Pooling and Servicing
Agreement"), among GE Capital Commercial Mortgage Corporation (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Servicer, the Special
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class E
Certificates. The Certificates are designated as the GE Capital Commercial
Mortgage Corporation, Commercial Mortgage Pass-Through Certificates, Series
2001-1 and are issued in twenty classes as specifically set forth in the Pooling
and Servicing Agreement. The Certificates will evidence in the aggregate 100% of
the beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class E Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held in the name of the Trustee and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Accounts) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Investments. Interest or other income earned on funds in the
Certificate Account and Distribution Accounts will be paid to the Servicer as
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from
time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to
the servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date and (2) is the Holder of Certificates with an
original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. Subject
to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(g) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Trustee and the Fiscal
Agent, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of the Trust Fund, the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, or the Grantor Trust as a
grantor trust at all times any Certificate is outstanding or to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax; to change the timing and/or nature of
deposits into the Certificate Account or Distribution Accounts or REO Account or
to change the name in which the Certificate Account is maintained, provided,
however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
and such change shall not, as evidenced by an Opinion of Counsel, cause the
Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Trustee and the
Fiscal Agent with the consent of the Holders of Certificates representing not
less than 66 2/3% of the aggregate Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder;
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding;
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding;
(iv) to modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
is permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to qualify as a grantor trust or result in the imposition of a tax
on the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC.
The Sole Certificateholder will have the option, upon 60 days' prior
notice given to each of the other parties to the Pooling and Servicing
Agreement, which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to exchange all of its Certificates (other than the
Class X, Class S and Residual Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund, and thereby effect termination of
the Trust Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is reduced to less
than 1% of the aggregate Cut-off Date Principal Balance of all the Mortgage
Loans and the aggregate Certificate Balance of the Offered Certificates, the
Class E Certificates, the Class F Certificates and Class G Certificates is
reduced to zero.
If the Sole Certificateholder chooses not exercise such right, or if
the aggregate Certificate Balance of the Offered Certificates, the Class E
Certificates, the Class F Certificates and Class G Certificates has not been
reduced to zero, any of the Servicer or the Special Servicer (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than 1% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in its
individual capacity but solely as
Certificate Registrar under the
Pooling and Servicing Agreement.
By:___________________________________
AUTHORIZED OFFICER
Dated: May 2, 2001
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS E CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
AUTHENTICATING AGENT
By:___________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above
list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
Dated: ____________________ ________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
___________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________,
as its agent.
EXHIBIT A-7
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1, CLASS F
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) (OTHER THAN WITH RESPECT TO A
RESIDUAL OR CLASS S CERTIFICATE) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER
THE SECURITIES ACT, OR (D) (OTHER THAN WITH RESPECT TO A RESIDUAL OR CLASS S
CERTIFICATE) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO
THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE TRUSTEE OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
THIS CLASS F CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL OR CLASS S CERTIFICATE) AN
INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN
OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A.
THE PASS-THROUGH RATE ON THE CLASS F APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATES WILL BE THE LESSER OF (i) BALANCE OF THE MORTGAGE LOANS AFTER
6.7230% AND (ii) RATE EQUAL TO THE DEDUCTING PAYMENTS DUE AND PREPAYMENTS
WEIGHTED AVERAGE NET MORTGAGE RATE RECEIVED ON OR BEFORE CUT-OFF DATE:
$1,128,916,743
DENOMINATION: $15,523,000
SERVICER: GE CAPITAL LOAN SERVICES, INC.
DATE OF POOLING AND SERVICING
AGREEMENT: AS OF MAY 1, 2001 SPECIAL SERVICER: MIDLAND LOAN SERVICES,
INC.
CUT-OFF DATE: MAY 11, 2001
TRUSTEE: LASALLE BANK NATIONAL
CLOSING DATE: MAY 2, 2001 ASSOCIATION.
FIRST DISTRIBUTION DATE: FISCAL AGENT: ABN AMRO BANK N.V.
JUNE 15, 2001
PAYING AGENT: THE CHASE MANHATTAN BANK
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE CUSIP NO.: 36158YBH1
OF THE CLASS F CERTIFICATES
AS OF THE CLOSING DATE: $15,523,000 ISIN NO.: US36158YBH18
CERTIFICATE NO.: F-1
CLASS F CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community fixed
rate balloon and fully amortizing mortgage loans (the "Mortgage Loans"), all
payments on or collections in respect of the Mortgage Loans due after the
Cut-off Date, all REO Properties and revenues received in respect thereof, the
mortgagee's rights under the Insurance Policies, any Assignment of Leases, and
any guaranties, escrow accounts or other collateral as security for the Mortgage
Loans and such amounts as shall from time to time be held in the Certificate
Account, the Distribution Accounts, the Interest Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE CAPITAL
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class F Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of May 1 2001 (the "Pooling and Servicing
Agreement"), among GE Capital Commercial Mortgage Corporation (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class F
Certificates. The Certificates are designated as the GE Capital Commercial
Mortgage Corporation, Commercial Mortgage Pass-Through Certificates, Series
2001-1 and are issued in twenty classes as specifically set forth in the Pooling
and Servicing Agreement. The Certificates will evidence in the aggregate 100% of
the beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class F Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held in the name of the Trustee and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Accounts) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Accounts will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date and (2) is the Holder of Certificates with an
original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. Subject
to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(g) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent, and the Certificate Registrar and any of their agents may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Trustee and the Fiscal
Agent, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of the Trust Fund, the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, or the Grantor Trust as a
grantor trust at all times any Certificate is outstanding or to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax; to change the timing and/or nature of
deposits into the Certificate Account or Distribution Accounts or REO Account or
to change the name in which the Certificate Account is maintained, provided,
however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
and such change shall not, as evidenced by an Opinion of Counsel, cause the
Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Trustee and the
Fiscal Agent with the consent of the Holders of Certificates representing not
less than 66 2/3% of the aggregate Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder;
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding;
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding;
(iv) to modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
is permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to qualify as a grantor trust or result in the imposition of a tax
on the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC.
The Sole Certificateholder will have the option, upon 60 days' prior
notice given to each of the other parties to the Pooling and Servicing
Agreement, which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to exchange all of its Certificates (other than the
Class X, Class S and Residual Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund, and thereby effect termination of
the Trust Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is reduced to less
than 1% of the aggregate Cut-off Date Principal Balance of all the Mortgage
Loans and the aggregate Certificate Balance of the Offered Certificates, the
Class E Certificates, the Class F Certificates and Class G Certificates is
reduced to zero.
If the Sole Certificateholder chooses not exercise such right, or if
the aggregate Certificate Balance of the Offered Certificates, the Class E
Certificates, the Class F Certificates and Class G Certificates has not been
reduced to zero, any of the Servicer or the Special Servicer (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than 1% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in its
individual capacity but solely as
Certificate Registrar under the
Pooling and Servicing Agreement.
By:___________________________________
AUTHORIZED OFFICER
Dated: May 2, 2001
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS F CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
AUTHENTICATING AGENT
By:___________________________________
AUTHORIZED SIGNATORY
SCHEDULE A
CERTIFICATE BALANCE OF
DEFINITIVE CERTIFICATES
EXCHANGED OR TRANSFERRED
FOR, OR ISSUED IN EXCHANGE
FOR OR UPON TRANSFER OF, AN REMAINING PRINCIPAL
INTEREST IN THIS AMOUNT OF BOOK-ENTRY NOTATION
DATE BOOK-ENTRY CERTIFICATE CERTIFICATE MADE BY
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above
list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
Dated: ____________________ ________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
___________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________,
as its agent.
EXHIBIT A-8
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1, CLASS G
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) (OTHER THAN WITH RESPECT TO A
RESIDUAL OR CLASS S CERTIFICATE) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER
THE SECURITIES ACT, OR (D) (OTHER THAN WITH RESPECT TO A RESIDUAL OR CLASS S
CERTIFICATE) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO
THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE TRUSTEE OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
THIS CLASS G CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL OR CLASS S CERTIFICATE) AN
INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN
OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A.
THE PASS-THROUGH RATE ON THE CLASS G APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATES WILL BE THE LESSER OF (i) BALANCE OF THE MORTGAGE LOANS AFTER
7.0350% PER ANNUM AND (ii) THE WEIGHTED DEDUCTING PAYMENTS DUE AND PREPAYMENTS
AVERAGE NET MORTGAGE RATE FOR ANY RECEIVED ON OR BEFORE CUT-OFF DATE:
DISTRIBUTION DATE $1,128,916,743
DENOMINATION: $14,112,000 SERVICER: GE CAPITAL LOAN SERVICES, INC.
DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN SERVICES,
AGREEMENT: AS OF MAY 1, 2001 INC.
CUT-OFF DATE: MAY 11, 2001 TRUSTEE: LASALLE BANK NATIONAL
ASSOCIATION.
CLOSING DATE: MAY 2, 2001
FISCAL AGENT: ABN AMRO BANK N.V.
FIRST DISTRIBUTION DATE:
JUNE 15, 2001 PAYING AGENT: THE CHASE MANHATTAN BANK
APPROXIMATE AGGREGATE CUSIP NO.: 36158YBJ7
CERTIFICATE BALANCE
OF THE CLASS G CERTIFICATES ISIN NO.: US36158YBJ73
AS OF THE CLOSING DATE: $14,112,000
CERTIFICATE NO.: G-1
CLASS G CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community fixed
rate balloon and fully amortizing mortgage loans (the "Mortgage Loans"), all
payments on or collections in respect of the Mortgage Loans due after the
Cut-off Date, all REO Properties and revenues received in respect thereof, the
mortgagee's rights under the Insurance Policies, any Assignment of Leases, and
any guaranties, escrow accounts or other collateral as security for the Mortgage
Loans and such amounts as shall from time to time be held in the Certificate
Account, the Distribution Accounts, the Interest Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE CAPITAL
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class G Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of December 10, 2001 (the "Pooling and
Servicing Agreement"), among GE Capital Commercial Mortgage Corporation
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer,
the Servicer and the Fiscal Agent. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class G
Certificates. The Certificates are designated as the GE Capital Commercial
Mortgage Corporation, Commercial Mortgage Pass-Through Certificates, Series
2001-1 and are issued in twenty classes as specifically set forth in the Pooling
and Servicing Agreement. The Certificates will evidence in the aggregate 100% of
the beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class G Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held in the name of the Trustee and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Accounts) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Accounts will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date and (2) is the Holder of Certificates with an
original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. Subject
to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(g) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Trustee and the Fiscal
Agent, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of the Trust Fund, the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, or the Grantor Trust as a
grantor trust at all times any Certificate is outstanding or to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax; to change the timing and/or nature of
deposits into the Certificate Account or Distribution Accounts or REO Account or
to change the name in which the Certificate Account is maintained, provided,
however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
and such change shall not, as evidenced by an Opinion of Counsel, cause the
Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer and the Trustee and
the Fiscal Agent with the consent of the Holders of Certificates representing
not less than 66 2/3% of the aggregate Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder;
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding;
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding;
(iv) to modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
is permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to qualify as a grantor trust or result in the imposition of a tax
on the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC.
The Sole Certificateholder will have the option, upon 60 days' prior
notice given to each of the other parties to the Pooling and Servicing
Agreement, which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to exchange all of its Certificates (other than the
Class X, Class S and Residual Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund, and thereby effect termination of
the Trust Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is reduced to less
than 1% of the aggregate Cut-off Date Principal Balance of all the Mortgage
Loans and the aggregate Certificate Balance of the Offered Certificates, the
Class E Certificates, the Class F Certificates and Class G Certificates is
reduced to zero.
If the Sole Certificateholder chooses not exercise such right, or if
the aggregate Certificate Balance of the Offered Certificates, the Class E
Certificates, the Class F Certificates and Class G Certificates has not been
reduced to zero, any of the Servicer or the Special Servicer (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than 1% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in its
individual capacity but solely as
Certificate Registrar under the
Pooling and Servicing Agreement.
By:___________________________________
AUTHORIZED OFFICER
Dated: May 2, 2001
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS G CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
AUTHENTICATING AGENT
By:___________________________________
AUTHORIZED SIGNATORY
SCHEDULE A
CERTIFICATE BALANCE OF
DEFINITIVE CERTIFICATES
EXCHANGED OR TRANSFERRED
FOR, OR ISSUED IN EXCHANGE
FOR OR UPON TRANSFER OF, AN REMAINING PRINCIPAL
INTEREST IN THIS AMOUNT OF BOOK-ENTRY NOTATION
DATE BOOK-ENTRY CERTIFICATE CERTIFICATE MADE BY
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above
list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
Dated: ____________________ ________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
___________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________,
as its agent.
EXHIBIT A-9
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1, CLASS H
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) (OTHER THAN WITH RESPECT TO A
RESIDUAL OR CLASS S CERTIFICATE) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER
THE SECURITIES ACT, OR (D) (OTHER THAN WITH RESPECT TO A RESIDUAL OR CLASS S
CERTIFICATE) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO
THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE TRUSTEE OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
THIS CLASS H CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
PAYING AGENT, THE SERVICER, THE SPECIAL SERVICER, THE PLACEMENT AGENT OR THE
DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES
UNDER ERISA, SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO
THOSE SET FORTH IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A
BENEFICIAL INTEREST IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE
DEEMED TO REPRESENT THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (I) OR (II)
ABOVE.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL OR CLASS S CERTIFICATE) AN
INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN
OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A.
THE PASS-THROUGH RATE ON THE CLASS H APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATES WILL BE THE LESSER OF (i) BALANCE OF THE MORTGAGE LOANS AFTER
6.2070% PER ANNUM AND (ii) THE WEIGHTED DEDUCTING PAYMENTS DUE AND PREPAYMENTS
AVERAGE NET MORTGAGE RATE FOR ANY RECEIVED ON OR BEFORE CUT-OFF DATE:
DISTRIBUTION DATE $1,128,916,743
DENOMINATION: $25,400,000 SERVICER: GE CAPITAL LOAN SERVICES, INC.
DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN SERVICES,
AGREEMENT: AS OF MAY 1, 2001 INC.
CUT-OFF DATE: MAY 11, 2001 TRUSTEE: LASALLE BANK NATIONAL
ASSOCIATION.
CLOSING DATE: MAY 2, 2001
FISCAL AGENT: ABN AMRO BANK N.V.
FIRST DISTRIBUTION DATE:
JUNE 15, 2001 PAYING AGENT: THE CHASE MANHATTAN BANK
APPROXIMATE AGGREGATE CUSIP NO.: 36158YBK4
CERTIFICATE BALANCE
OF THE CLASS H CERTIFICATES ISIN NO.: US36158YBK47
AS OF THE CLOSING DATE: $25,400,000
CERTIFICATE NO.: H-1
CLASS H CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community fixed
rate balloon and fully amortizing mortgage loans (the "Mortgage Loans"), all
payments on or collections in respect of the Mortgage Loans due after the
Cut-off Date, all REO Properties and revenues received in respect thereof, the
mortgagee's rights under the Insurance Policies, any Assignment of Leases, and
any guaranties, escrow accounts or other collateral as security for the Mortgage
Loans and such amounts as shall from time to time be held in the Certificate
Account, the Distribution Accounts, the Interest Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE CAPITAL
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class H Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of May 1, 2001 (the "Pooling and Servicing
Agreement"), among GE Capital Commercial Mortgage Corporation (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer and the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class H
Certificates. The Certificates are designated as the GE Capital Commercial
Mortgage Corporation, Commercial Mortgage Pass-Through Certificates, Series
2001-1 and are issued in twenty classes as specifically set forth in the Pooling
and Servicing Agreement. The Certificates will evidence in the aggregate 100% of
the beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class H Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held in the name of the Trustee and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Accounts) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Accounts will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date and (2) is the Holder of Certificates with an
original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. Subject
to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(g) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer and the Trustee and the
Fiscal Agent, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of the Trust Fund, the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, or the Grantor Trust as a
grantor trust at all times any Certificate is outstanding or to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax; to change the timing and/or nature of
deposits into the Certificate Account or Distribution Accounts or REO Account or
to change the name in which the Certificate Account is maintained, provided,
however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
and such change shall not, as evidenced by an Opinion of Counsel, cause the
Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer and the Trustee and
the Fiscal Agent with the consent of the Holders of Certificates representing
not less than 66 2/3% of the aggregate Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder;
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding;
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding;
(iv) to modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
is permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to qualify as a grantor trust or result in the imposition of a tax
on the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC.
The Sole Certificateholder will have the option, upon 60 days' prior
notice given to each of the other parties to the Pooling and Servicing
Agreement, which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to exchange all of its Certificates (other than the
Class X, Class S and Residual Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund, and thereby effect termination of
the Trust Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is reduced to less
than 1% of the aggregate Cut-off Date Principal Balance of all the Mortgage
Loans and the aggregate Certificate Balance of the Offered Certificates, the
Class E Certificates, the Class F Certificates and Class G Certificates is
reduced to zero.
If the Sole Certificateholder chooses not exercise such right, or if
the aggregate Certificate Balance of the Offered Certificates, the Class E
Certificates, the Class F Certificates and Class G Certificates has not been
reduced to zero, any of the Servicer or the Special Servicer (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than 1% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in its
individual capacity but solely as
Certificate Registrar under the
Pooling and Servicing Agreement.
By:___________________________________
AUTHORIZED OFFICER
Dated: May 2, 2001
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS H CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
AUTHENTICATING AGENT
By:___________________________________
AUTHORIZED SIGNATORY
SCHEDULE A
CERTIFICATE BALANCE OF
DEFINITIVE CERTIFICATES
EXCHANGED OR TRANSFERRED
FOR, OR ISSUED IN EXCHANGE
FOR OR UPON TRANSFER OF, AN REMAINING PRINCIPAL
INTEREST IN THIS AMOUNT OF BOOK-ENTRY NOTATION
DATE BOOK-ENTRY CERTIFICATE CERTIFICATE MADE BY
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above
list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
Dated: ____________________ ________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
___________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________,
as its agent.
EXHIBIT A-10
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1, CLASS I
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) (OTHER THAN WITH RESPECT TO A
RESIDUAL OR CLASS S CERTIFICATE) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER
THE SECURITIES ACT, OR (D) (OTHER THAN WITH RESPECT TO A RESIDUAL OR CLASS S
CERTIFICATE) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO
THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE TRUSTEE OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
THIS CLASS I CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
PAYING AGENT, THE SERVICER, THE SPECIAL SERVICER, THE PLACEMENT AGENT OR THE
DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES
UNDER ERISA, SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO
THOSE SET FORTH IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A
BENEFICIAL INTEREST IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE
DEEMED TO REPRESENT THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (I) OR (II)
ABOVE.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL OR CLASS S CERTIFICATE) AN
INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN
OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A.
THE PASS-THROUGH RATE ON THE CLASS I APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATES WILL BE THE LESSER OF (i) BALANCE OF THE MORTGAGE LOANS AFTER
6.2070% PER ANNUM AND (ii) THE WEIGHTED DEDUCTING PAYMENTS DUE AND PREPAYMENTS
AVERAGE NET MORTGAGE RATE FOR ANY RECEIVED ON OR BEFORE CUT-OFF DATE:
DISTRIBUTION DATE $1,128,916,743
DENOMINATION: $18,345,000 SERVICER: GE CAPITAL LOAN SERVICES, INC.
DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN SERVICES,
AGREEMENT: AS OF MAY 1, 2001 INC.
CUT-OFF DATE: MAY 11, 2001 TRUSTEE: LASALLE BANK NATIONAL
ASSOCIATION.
CLOSING DATE: MAY 2, 2001
FISCAL AGENT: ABN AMRO BANK N.V.
FIRST DISTRIBUTION DATE:
JUNE 15, 2001 PAYING AGENT: THE CHASE MANHATTAN BANK
APPROXIMATE AGGREGATE CUSIP NO.: 36158YBL2
CERTIFICATE BALANCE
OF THE CLASS I CERTIFICATES ISIN NO.: US36158YBL20
AS OF THE CLOSING DATE: $18,345,000
CERTIFICATE NO.: I-1
CLASS I CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community fixed
rate balloon and fully amortizing mortgage loans (the "Mortgage Loans"), all
payments on or collections in respect of the Mortgage Loans due after the
Cut-off Date, all REO Properties and revenues received in respect thereof, the
mortgagee's rights under the Insurance Policies, any Assignment of Leases, and
any guaranties, escrow accounts or other collateral as security for the Mortgage
Loans and such amounts as shall from time to time be held in the Certificate
Account, the Distribution Accounts, the Interest Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE CAPITAL
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class I Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of May 1, 2001 (the "Pooling and Servicing
Agreement"), among GE Capital Commercial Mortgage Corporation (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Servicer, the Special
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class I
Certificates. The Certificates are designated as the GE Capital Commercial
Mortgage Corporation, Commercial Mortgage Pass-Through Certificates, Series
2001-1 and are issued in twenty classes as specifically set forth in the Pooling
and Servicing Agreement. The Certificates will evidence in the aggregate 100% of
the beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class I Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held in the name of the Trustee and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Accounts) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Accounts will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date and (2) is the Holder of Certificates with an
original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. Subject
to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(g) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Trustee and the Fiscal
Agent, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of the Trust Fund, the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, or the Grantor Trust as a
grantor trust at all times any Certificate is outstanding or to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax; to change the timing and/or nature of
deposits into the Certificate Account or Distribution Accounts or REO Account or
to change the name in which the Certificate Account is maintained, provided,
however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
and such change shall not, as evidenced by an Opinion of Counsel, cause the
Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Trustee and the
Fiscal Agent with the consent of the Holders of Certificates representing not
less than 66 2/3% of the aggregate Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder;
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding;
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding;
(iv) to modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
is permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to qualify as a grantor trust or result in the imposition of a tax
on the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC.
The Sole Certificateholder will have the option, upon 60 days' prior
notice given to each of the other parties to the Pooling and Servicing
Agreement, which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to exchange all of its Certificates (other than the
Class X, Class S and Residual Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund, and thereby effect termination of
the Trust Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is reduced to less
than 1% of the aggregate Cut-off Date Principal Balance of all the Mortgage
Loans and the aggregate Certificate Balance of the Offered Certificates, the
Class E Certificates, the Class F Certificates and Class G Certificates is
reduced to zero.
If the Sole Certificateholder chooses not exercise such right, or if
the aggregate Certificate Balance of the Offered Certificates, the Class E
Certificates, the Class F Certificates and Class G Certificates has not been
reduced to zero, any of the Servicer or the Special Servicer (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than 1% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in its
individual capacity but solely as
Certificate Registrar under the
Pooling and Servicing Agreement.
By:___________________________________
AUTHORIZED OFFICER
Dated: May 2, 2001
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS I CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
AUTHENTICATING AGENT
By:___________________________________
AUTHORIZED SIGNATORY
SCHEDULE A
CERTIFICATE BALANCE OF
DEFINITIVE CERTIFICATES
EXCHANGED OR TRANSFERRED
FOR, OR ISSUED IN EXCHANGE
FOR OR UPON TRANSFER OF, AN REMAINING PRINCIPAL
INTEREST IN THIS AMOUNT OF BOOK-ENTRY NOTATION
DATE BOOK-ENTRY CERTIFICATE CERTIFICATE MADE BY
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above
list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
Dated: ____________________ ________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
___________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________,
as its agent.
EXHIBIT A-11
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1, CLASS J
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) (OTHER THAN WITH RESPECT TO A
RESIDUAL OR CLASS S CERTIFICATE) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER
THE SECURITIES ACT, OR (D) (OTHER THAN WITH RESPECT TO A RESIDUAL OR CLASS S
CERTIFICATE) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO
THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE TRUSTEE OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
THIS CLASS J CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
PAYING AGENT, THE SERVICER, THE SPECIAL SERVICER, THE PLACEMENT AGENT OR THE
DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES
UNDER ERISA, SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO
THOSE SET FORTH IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A
BENEFICIAL INTEREST IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE
DEEMED TO REPRESENT THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (I) OR (II)
ABOVE.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL OR CLASS S CERTIFICATE) AN
INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN
OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A.
THE PASS-THROUGH RATE ON THE CLASS J APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATES WILL BE THE LESSER OF (i) BALANCE OF THE MORTGAGE LOANS AFTER
6.2070% PER ANNUM AND (ii) THE WEIGHTED DEDUCTING PAYMENTS DUE AND PREPAYMENTS
AVERAGE NET MORTGAGE RATE FOR ANY RECEIVED ON OR BEFORE CUT-OFF DATE:
DISTRIBUTION DATE $1,128,916,743
DENOMINATION: $9,878,000 SERVICER: GE CAPITAL LOAN SERVICES, INC.
DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN SERVICES,
AGREEMENT: AS OF MAY 1, 2001 INC.
CUT-OFF DATE: MAY 11, 2001 TRUSTEE: LASALLE BANK NATIONAL
ASSOCIATION.
CLOSING DATE: MAY 2, 2001
FISCAL AGENT: ABN AMRO BANK N.V.
FIRST DISTRIBUTION DATE:
JUNE 15, 2001 PAYING AGENT: THE CHASE MANHATTAN BANK
APPROXIMATE AGGREGATE CUSIP NO.: 36158YBM0
CERTIFICATE BALANCE
OF THE CLASS J CERTIFICATES ISIN NO.: US36158YBM03
AS OF THE CLOSING DATE: $9,878,000
CERTIFICATE NO.: J-1
CLASS J CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community fixed
rate balloon and fully amortizing mortgage loans (the "Mortgage Loans"), all
payments on or collections in respect of the Mortgage Loans due after the
Cut-off Date, all REO Properties and revenues received in respect thereof, the
mortgagee's rights under the Insurance Policies, any Assignment of Leases, and
any guaranties, escrow accounts or other collateral as security for the Mortgage
Loans and such amounts as shall from time to time be held in the Certificate
Account, the Distribution Accounts, the Interest Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE CAPITAL
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class J Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of May 1, 2001 (the "Pooling and Servicing
Agreement"), among GE Capital Commercial Mortgage Corporation (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Servicer, the Special
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class J
Certificates. The Certificates are designated as the GE Capital Commercial
Mortgage Corporation, Commercial Mortgage Pass-Through Certificates, Series
2001-1 and are issued in twenty classes as specifically set forth in the Pooling
and Servicing Agreement. The Certificates will evidence in the aggregate 100% of
the beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class J Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held in the name of the Trustee and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Accounts) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Accounts will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date and (2) is the Holder of Certificates with an
original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. Subject
to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(g) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Trustee and the Fiscal
Agent, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of the Trust Fund, the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, or the Grantor Trust as a
grantor trust at all times any Certificate is outstanding or to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax; to change the timing and/or nature of
deposits into the Certificate Account or Distribution Accounts or REO Account or
to change the name in which the Certificate Account is maintained, provided,
however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
and such change shall not, as evidenced by an Opinion of Counsel, cause any of
the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer and the Trustee and
the Fiscal Agent with the consent of the Holders of Certificates representing
not less than 66 2/3% of the aggregate Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder;
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding;
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding;
(iv) to modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
is permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to qualify as a grantor trust or result in the imposition of a tax
on the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC.
The Sole Certificateholder will have the option, upon 60 days' prior
notice given to each of the other parties to the Pooling and Servicing
Agreement, which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to exchange all of its Certificates (other than the
Class X, Class S and Residual Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund, and thereby effect termination of
the Trust Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is reduced to less
than 1% of the aggregate Cut-off Date Principal Balance of all the Mortgage
Loans and the aggregate Certificate Balance of the Offered Certificates, the
Class E Certificates, the Class F Certificates and Class G Certificates is
reduced to zero.
If the Sole Certificateholder chooses not exercise such right, or if
the aggregate Certificate Balance of the Offered Certificates, the Class E
Certificates, the Class F Certificates and Class G Certificates has not been
reduced to zero, any of the Servicer or the Special Servicer (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than 1% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in its
individual capacity but solely as
Certificate Registrar under the
Pooling and Servicing Agreement.
By:___________________________________
AUTHORIZED OFFICER
Dated: May 2, 2001
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS J CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
AUTHENTICATING AGENT
By:___________________________________
AUTHORIZED SIGNATORY
SCHEDULE A
CERTIFICATE BALANCE OF
DEFINITIVE CERTIFICATES
EXCHANGED OR TRANSFERRED
FOR, OR ISSUED IN EXCHANGE
FOR OR UPON TRANSFER OF, AN REMAINING PRINCIPAL
INTEREST IN THIS AMOUNT OF BOOK-ENTRY NOTATION
DATE BOOK-ENTRY CERTIFICATE CERTIFICATE MADE BY
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above
list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
Dated: ____________________ ________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
___________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________,
as its agent.
EXHIBIT A-12
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1, CLASS K
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) (OTHER THAN WITH RESPECT TO A
RESIDUAL OR CLASS S CERTIFICATE) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER
THE SECURITIES ACT, OR (D) (OTHER THAN WITH RESPECT TO A RESIDUAL OR CLASS S
CERTIFICATE) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO
THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE TRUSTEE OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
THIS CLASS K CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
PAYING AGENT, THE SERVICER, THE SPECIAL SERVICER, THE PLACEMENT AGENT OR THE
DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES
UNDER ERISA, SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO
THOSE SET FORTH IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A
BENEFICIAL INTEREST IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE
DEEMED TO REPRESENT THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (I) OR (II)
ABOVE.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL OR CLASS S CERTIFICATE) AN
INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN
OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A.
THE PASS-THROUGH RATE ON THE CLASS K APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATES WILL BE THE LESSER OF (i) BALANCE OF THE MORTGAGE LOANS AFTER
6.2070% PER ANNUM AND (ii) THE WEIGHTED DEDUCTING PAYMENTS DUE AND PREPAYMENTS
AVERAGE NET MORTGAGE RATE FOR ANY RECEIVED ON OR BEFORE CUT-OFF DATE:
DISTRIBUTION DATE $1,128,916,743
DENOMINATION: $9,878,000 SERVICER: GE CAPITAL LOAN SERVICES, INC.
DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN SERVICES,
AGREEMENT: AS OF MAY 1, 2001 INC.
CUT-OFF DATE: MAY 11, 2001 TRUSTEE: LASALLE BANK NATIONAL
ASSOCIATION.
CLOSING DATE: MAY 2, 2001
FISCAL AGENT: ABN AMRO BANK N.V.
FIRST DISTRIBUTION DATE:
JUNE 15, 2001 CUSIP NO.: 36158YBN8
APPROXIMATE AGGREGATE ISIN NO.: US36158YBN85
CERTIFICATE BALANCE
OF THE CLASS K CERTIFICATES CERTIFICATE NO.: K-1
AS OF THE CLOSING DATE: $9,878,000
CLASS K CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufacture housing community fixed
rate balloon and fully amortizing mortgage loans (the "Mortgage Loans"), all
payments on or collections in respect of the Mortgage Loans due after the
Cut-off Date, all REO Properties and revenues received in respect thereof, the
mortgagee's rights under the Insurance Policies, any Assignment of Leases, and
any guaranties, escrow accounts or other collateral as security for the Mortgage
Loans and such amounts as shall from time to time be held in the Certificate
Account, the Distribution Accounts, the Interest Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE CAPITAL
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class K Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of May 1, 2001 (the "Pooling and Servicing
Agreement"), among GE Capital Commercial Mortgage Corporation (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Servicer, the Special
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class K
Certificates. The Certificates are designated as the GE Capital Commercial
Mortgage Corporation, Commercial Mortgage Pass-Through Certificates, Series
2001-1 and are issued in twenty classes as specifically set forth in the Pooling
and Servicing Agreement. The Certificates will evidence in the aggregate 100% of
the beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class K Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held in the name of the Trustee and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Accounts) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Accounts will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date and (2) is the Holder of Certificates with an
original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. Subject
to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(g) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Trustee, and the
Fiscal Agent, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of the Trust Fund, the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, or the Grantor Trust as a
grantor trust at all times any Certificate is outstanding or to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax; to change the timing and/or nature of
deposits into the Certificate Account or Distribution Accounts or REO Account or
to change the name in which the Certificate Account is maintained, provided,
however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
and such change shall not, as evidenced by an Opinion of Counsel, cause the
Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Trustee and the
Fiscal Agent with the consent of the Holders of Certificates representing not
less than 66 2/3% of the aggregate Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder;
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding;
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding;
(iv) to modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
is permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to qualify as a grantor trust or result in the imposition of a tax
on the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC.
The Sole Certificateholder will have the option, upon 60 days' prior
notice given to each of the other parties to the Pooling and Servicing
Agreement, which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to exchange all of its Certificates (other than the
Class X, Class S and Residual Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund, and thereby effect termination of
the Trust Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is reduced to less
than 1% of the aggregate Cut-off Date Principal Balance of all the Mortgage
Loans and the aggregate Certificate Balance of the Offered Certificates, the
Class E Certificates, the Class F Certificates and Class G Certificates is
reduced to zero.
If the Sole Certificateholder chooses not exercise such right, or if
the aggregate Certificate Balance of the Offered Certificates, the Class E
Certificates, the Class F Certificates and Class G Certificates has not been
reduced to zero, any of the Servicer or the Special Servicer (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than 1% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in its
individual capacity but solely as
Certificate Registrar under the
Pooling and Servicing Agreement.
By:___________________________________
AUTHORIZED OFFICER
Dated: May 2, 2001
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS K CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
AUTHENTICATING AGENT
By:___________________________________
AUTHORIZED SIGNATORY
SCHEDULE A
CERTIFICATE BALANCE OF
DEFINITIVE CERTIFICATES
EXCHANGED OR TRANSFERRED
FOR, OR ISSUED IN EXCHANGE
FOR OR UPON TRANSFER OF, AN REMAINING PRINCIPAL
INTEREST IN THIS AMOUNT OF BOOK-ENTRY NOTATION
DATE BOOK-ENTRY CERTIFICATE CERTIFICATE MADE BY
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above
list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
Dated: ____________________ ________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
___________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________,
as its agent.
EXHIBIT A-13
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1, CLASS L
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) (OTHER THAN WITH RESPECT TO A
RESIDUAL OR CLASS S CERTIFICATE) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER
THE SECURITIES ACT, OR (D) (OTHER THAN WITH RESPECT TO A RESIDUAL OR CLASS S
CERTIFICATE) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO
THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE TRUSTEE OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
THIS CLASS L CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
PAYING AGENT, THE SERVICER, THE SPECIAL SERVICER, THE PLACEMENT AGENT OR THE
DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES
UNDER ERISA, SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO
THOSE SET FORTH IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A
BENEFICIAL INTEREST IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE
DEEMED TO REPRESENT THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (I) OR (II)
ABOVE.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL OR CLASS S CERTIFICATE) AN
INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN
OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A.
THE PASS-THROUGH RATE ON THE CLASS L APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATES WILL BE THE LESSER OF (i) BALANCE OF THE MORTGAGE LOANS AFTER
6.2070% PER ANNUM AND (ii) THE WEIGHTED DEDUCTING PAYMENTS DUE AND PREPAYMENTS
AVERAGE NET MORTGAGE RATE FOR ANY RECEIVED ON OR BEFORE CUT-OFF DATE:
DISTRIBUTION DATE $1,128,916,743
DENOMINATION: $14,112,000 SERVICER: GE CAPITAL LOAN SERVICES, INC.
DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN SERVICES,
AGREEMENT: AS OF MAY 1, 2001 INC.
CUT-OFF DATE: MAY 11, 2001 TRUSTEE: LASALLE BANK NATIONAL
ASSOCIATION.
CLOSING DATE: MAY 2, 2001
FISCAL AGENT: ABN AMRO BANK N.V.PAYING
FIRST DISTRIBUTION DATE:
JUNE 15, 2001 AGENT: THE CHASE MANHATTAN BANK
APPROXIMATE AGGREGATE CUSIP NO.: 36158YBP3
CERTIFICATE BALANCE
OF THE CLASS L CERTIFICATES ISIN NO.: US36158YBP34
AS OF THE CLOSING DATE: $14,112,00
CERTIFICATE NO.: L-1
CLASS L CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community fixed
rate balloon and fully amortizing mortgage loans (the "Mortgage Loans"), all
payments on or collections in respect of the Mortgage Loans due after the
Cut-off Date, all REO Properties and revenues received in respect thereof, the
mortgagee's rights under the Insurance Policies, any Assignment of Leases, and
any guaranties, escrow accounts or other collateral as security for the Mortgage
Loans and such amounts as shall from time to time be held in the Certificate
Account, the Distribution Accounts, the Interest Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE CAPITAL
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class L Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of May 1, 2001 (the "Pooling and Servicing
Agreement"), among GE Capital Commercial Mortgage Corporation (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Servicer, the Special
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class L
Certificates. The Certificates are designated as the GE Capital Commercial
Mortgage Corporation, Commercial Mortgage Pass-Through Certificates, Series
2001-1 and are issued in twenty classes as specifically set forth in the Pooling
and Servicing Agreement. The Certificates will evidence in the aggregate 100% of
the beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class L Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held in the name of the Trustee and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Accounts) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Accounts will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date and (2) is the Holder of Certificates with an
original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. Subject
to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(g) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Trustee and the Fiscal
Agent, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of the Trust Fund, the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, or the Grantor Trust as a
grantor trust at all times any Certificate is outstanding or to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax; to change the timing and/or nature of
deposits into the Certificate Account or Distribution Accounts or REO Account or
to change the name in which the Certificate Account is maintained, provided,
however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
and such change shall not, as evidenced by an Opinion of Counsel, cause the
Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Trustee and the
Fiscal Agent with the consent of the Holders of Certificates representing not
less than 66 2/3% of the aggregate Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder;
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding;
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding;
(iv) to modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
is permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to qualify as a grantor trust or result in the imposition of a tax
on the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC.
The Sole Certificateholder will have the option, upon 60 days' prior
notice given to each of the other parties to the Pooling and Servicing
Agreement, which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to exchange all of its Certificates (other than the
Class X, Class S and Residual Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund, and thereby effect termination of
the Trust Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is reduced to less
than 1% of the aggregate Cut-off Date Principal Balance of all the Mortgage
Loans and the aggregate Certificate Balance of the Offered Certificates, the
Class E Certificates, the Class F Certificates and Class G Certificates is
reduced to zero.
If the Sole Certificateholder chooses not exercise such right, or if
the aggregate Certificate Balance of the Offered Certificates, the Class E
Certificates, the Class F Certificates and Class G Certificates has not been
reduced to zero, any of the Servicer or the Special Servicer (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than 1% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in its
individual capacity but solely as
Certificate Registrar under the
Pooling and Servicing Agreement.
By:___________________________________
AUTHORIZED OFFICER
Dated: May 2, 2001
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS L CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
AUTHENTICATING AGENT
By:___________________________________
AUTHORIZED SIGNATORY
SCHEDULE A
CERTIFICATE BALANCE OF
DEFINITIVE CERTIFICATES
EXCHANGED OR TRANSFERRED
FOR, OR ISSUED IN EXCHANGE
FOR OR UPON TRANSFER OF, AN REMAINING PRINCIPAL
INTEREST IN THIS AMOUNT OF BOOK-ENTRY NOTATION
DATE BOOK-ENTRY CERTIFICATE CERTIFICATE MADE BY
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above
list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
Dated: ____________________ ________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
___________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________,
as its agent.
EXHIBIT A-14
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1, CLASS M
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) (OTHER THAN WITH RESPECT TO A
RESIDUAL OR CLASS S CERTIFICATE) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER
THE SECURITIES ACT, OR (D) (OTHER THAN WITH RESPECT TO A RESIDUAL OR CLASS S
CERTIFICATE) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO
THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE TRUSTEE OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
THIS CLASS M CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
PAYING AGENT, THE SERVICER, THE SPECIAL SERVICER, THE PLACEMENT AGENT OR THE
DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES
UNDER ERISA, SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO
THOSE SET FORTH IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A
BENEFICIAL INTEREST IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE
DEEMED TO REPRESENT THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (I) OR (II)
ABOVE.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL OR CLASS S CERTIFICATE) AN
INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN
OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A.
THE PASS-THROUGH RATE ON THE CLASS M APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATES WILL BE THE LESSER OF (i) BALANCE OF THE MORTGAGE LOANS AFTER
6.2070% PER ANNUM AND (ii) THE WEIGHTED DEDUCTING PAYMENTS DUE AND PREPAYMENTS
AVERAGE NET MORTGAGE RATE FOR ANY RECEIVED ON OR BEFORE CUT-OFF DATE:
DISTRIBUTION DATE $1,128,916,743
DENOMINATION: $4,233,000 SERVICER: GE CAPITAL LOAN SERVICES, INC.
DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN SERVICES,
AGREEMENT: AS OF MAY 1, 2001 INC.
CUT-OFF DATE: MAY 11, 2001 TRUSTEE: LASALLE BANK NATIONAL
ASSOCIATION.
CLOSING DATE: MAY 2, 2001
FISCAL AGENT: ABN AMRO BANK N.V.
FIRST DISTRIBUTION DATE:
JUNE 15, 2001 PAYING AGENT: THE CHASE MANHATTAN BANK
APPROXIMATE AGGREGATE CUSIP NO.: 36158YBQ1
CERTIFICATE BALANCE
OF THE CLASS M CERTIFICATES ISIN NO.: US36158YBQ17
AS OF THE CLOSING DATE: $4,233,000
CERTIFICATE NO.: M-1
CLASS M CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community fixed
rate balloon and fully amortizing mortgage loans (the "Mortgage Loans"), all
payments on or collections in respect of the Mortgage Loans due after the
Cut-off Date, all REO Properties and revenues received in respect thereof, the
mortgagee's rights under the Insurance Policies, any Assignment of Leases, and
any guaranties, escrow accounts or other collateral as security for the Mortgage
Loans and such amounts as shall from time to time be held in the Certificate
Account, the Distribution Accounts, the Interest Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE CAPITAL
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class M Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of May 1, 2001 (the "Pooling and Servicing
Agreement"), among GE Capital Commercial Mortgage Corporation (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Servicer the Special Servicer
and the Fiscal Agent. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class M
Certificates. The Certificates are designated as the GE Capital Commercial
Mortgage Corporation, Commercial Mortgage Pass-Through Certificates, Series
2001-1 and are issued in twenty classes as specifically set forth in the Pooling
and Servicing Agreement. The Certificates will evidence in the aggregate 100% of
the beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class M Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held in the name of the Trustee and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Accounts) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Accounts will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date and (2) is the Holder of Certificates with an
original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. Subject
to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(g) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Trustee and the Fiscal
Agent, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of the Trust Fund, the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, or the Grantor Trust as a
grantor trust at all times any Certificate is outstanding or to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax; to change the timing and/or nature of
deposits into the Certificate Account or Distribution Accounts or REO Account or
to change the name in which the Certificate Account is maintained, provided,
however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
and such change shall not, as evidenced by an Opinion of Counsel, cause the
Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Trustee and the
Fiscal Agent with the consent of the Holders of Certificates representing not
less than 66 2/3% of the aggregate Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder;
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding;
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding;
(iv) to modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
is permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to qualify as a grantor trust or result in the imposition of a tax
on the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC.
The Sole Certificateholder will have the option, upon 60 days' prior
notice given to each of the other parties to the Pooling and Servicing
Agreement, which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to exchange all of its Certificates (other than the
Class X, Class S and Residual Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund, and thereby effect termination of
the Trust Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is reduced to less
than 1% of the aggregate Cut-off Date Principal Balance of all the Mortgage
Loans and the aggregate Certificate Balance of the Offered Certificates, the
Class E Certificates, the Class F Certificates and Class G Certificates is
reduced to zero.
If the Sole Certificateholder chooses not exercise such right, or if
the aggregate Certificate Balance of the Offered Certificates, the Class E
Certificates, the Class F Certificates and Class G Certificates has not been
reduced to zero, any of the Servicer or the Special Servicer (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than 1% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in its
individual capacity but solely as
Certificate Registrar under the
Pooling and Servicing Agreement.
By:___________________________________
AUTHORIZED OFFICER
Dated: May 2, 2001
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS M CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
AUTHENTICATING AGENT
By:___________________________________
AUTHORIZED SIGNATORY
SCHEDULE A
CERTIFICATE BALANCE OF
DEFINITIVE CERTIFICATES
EXCHANGED OR TRANSFERRED
FOR, OR ISSUED IN EXCHANGE
FOR OR UPON TRANSFER OF, AN REMAINING PRINCIPAL
INTEREST IN THIS AMOUNT OF BOOK-ENTRY NOTATION
DATE BOOK-ENTRY CERTIFICATE CERTIFICATE MADE BY
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above
list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
Dated: ____________________ ________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
___________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________,
as its agent.
EXHIBIT A-15
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1, CLASS N
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) (OTHER THAN WITH RESPECT TO A
RESIDUAL OR CLASS S CERTIFICATE) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER
THE SECURITIES ACT, OR (D) (OTHER THAN WITH RESPECT TO A RESIDUAL OR CLASS S
CERTIFICATE) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO
THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE TRUSTEE OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
THIS CLASS N CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (I) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (II) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SS. 2510.3-101),
OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY
SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
PERSON DESCRIBED IN CLAUSES (I) OR (II) ABOVE, AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
PAYING AGENT, THE SERVICER, THE SPECIAL SERVICER, THE PLACEMENT AGENT OR THE
DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES
UNDER ERISA, SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO
THOSE SET FORTH IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A
BENEFICIAL INTEREST IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE
DEEMED TO REPRESENT THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (I) OR (II)
ABOVE.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL OR CLASS S CERTIFICATE) AN
INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN
OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A.
THE PASS-THROUGH RATE ON THE CLASS N APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATES WILL BE THE LESSER OF (i) BALANCE OF THE MORTGAGE LOANS AFTER
6.2070% PER ANNUM AND (ii) THE WEIGHTED DEDUCTING PAYMENTS DUE AND PREPAYMENTS
AVERAGE NET MORTGAGE RATE FOR ANY RECEIVED ON OR BEFORE CUT-OFF DATE:
DISTRIBUTION DATE $1,128,916,743
DENOMINATION: $16,933,742 SERVICER: GE CAPITAL LOAN SERVICES, INC.
DATE OF POOLING AND SERVICING SPECIAL SERVICER: MIDLAND LOAN SERVICES,
AGREEMENT: AS OF MAY 1, 2001 INC.
CUT-OFF DATE: MAY 11, 2001 TRUSTEE: LASALLE BANK NATIONAL
ASSOCIATION.
CLOSING DATE: MAY 2, 2001
FISCAL AGENT: ABN AMRO BANK N.V.
FIRST DISTRIBUTION DATE:
JUNE 15, 2001 PAYING AGENT: THE CHASE MANHATTAN BANK
APPROXIMATE AGGREGATE CUSIP NO.: 36158YCC1
CERTIFICATE BALANCE
OF THE CLASS N CERTIFICATES ISIN NO.: US36158YCC12
AS OF THE CLOSING DATE: $16,933,742
CERTIFICATE NO.: N-1
CLASS N CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community fixed
rate balloon and fully amortizing mortgage loans (the "Mortgage Loans"), all
payments on or collections in respect of the Mortgage Loans due after the
Cut-off Date, all REO Properties and revenues received in respect thereof, the
mortgagee's rights under the Insurance Policies, any Assignment of Leases, and
any guaranties, escrow accounts or other collateral as security for the Mortgage
Loans and such amounts as shall from time to time be held in the Certificate
Account, the Distribution Accounts, the Interest Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE CAPITAL
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class N Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of May 1, 2001 (the "Pooling and Servicing
Agreement"), among GE Capital Commercial Mortgage Corporation (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Servicer the Special Servicer
and the Fiscal Agent. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class N
Certificates. The Certificates are designated as the GE Capital Commercial
Mortgage Corporation, Commercial Mortgage Pass-Through Certificates, Series
2001-1 and are issued in twenty classes as specifically set forth in the Pooling
and Servicing Agreement. The Certificates will evidence in the aggregate 100% of
the beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class N Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held in the name of the Trustee and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Accounts) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Accounts will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date and (2) is the Holder of Certificates with an
original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. Subject
to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(g) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Trustee and the Fiscal
Agent, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of the Trust Fund, the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, or the Grantor Trust as a
grantor trust at all times any Certificate is outstanding or to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax; to change the timing and/or nature of
deposits into the Certificate Account or Distribution Accounts or REO Account or
to change the name in which the Certificate Account is maintained, provided,
however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
and such change shall not, as evidenced by an Opinion of Counsel, cause the
Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Trustee and the
Fiscal Agent with the consent of the Holders of Certificates representing not
less than 66 2/3% of the aggregate Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder;
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding;
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding;
(iv) to modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
is permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to qualify as a grantor trust or result in the imposition of a tax
on the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC.
The Sole Certificateholder will have the option, upon 60 days' prior
notice given to each of the other parties to the Pooling and Servicing
Agreement, which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to exchange all of its Certificates (other than the
Class X, Class S and Residual Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund, and thereby effect termination of
the Trust Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is reduced to less
than 1% of the aggregate Cut-off Date Principal Balance of all the Mortgage
Loans and the aggregate Certificate Balance of the Offered Certificates, the
Class E Certificates, the Class F Certificates and Class G Certificates is
reduced to zero.
If the Sole Certificateholder chooses not exercise such right, or if
the aggregate Certificate Balance of the Offered Certificates, the Class E
Certificates, the Class F Certificates and Class G Certificates has not been
reduced to zero, any of the Servicer or the Special Servicer (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than 1% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in its
individual capacity but solely as
Certificate Registrar under the
Pooling and Servicing Agreement.
By:___________________________________
AUTHORIZED OFFICER
Dated: May 2, 2001
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS N CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
AUTHENTICATING AGENT
By:___________________________________
AUTHORIZED SIGNATORY
SCHEDULE A
CERTIFICATE BALANCE OF
DEFINITIVE CERTIFICATES
EXCHANGED OR TRANSFERRED
FOR, OR ISSUED IN EXCHANGE
FOR OR UPON TRANSFER OF, AN REMAINING PRINCIPAL
INTEREST IN THIS AMOUNT OF BOOK-ENTRY NOTATION
DATE BOOK-ENTRY CERTIFICATE CERTIFICATE MADE BY
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above
list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
Dated: ____________________ ________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
___________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________,
as its agent.
EXHIBIT A-16
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1, CLASS X-1
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) (OTHER THAN WITH RESPECT TO A
RESIDUAL OR CLASS S CERTIFICATE) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER
THE SECURITIES ACT, OR (D) (OTHER THAN WITH RESPECT TO A RESIDUAL OR CLASS S
CERTIFICATE) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO
THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE TRUSTEE OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
THE NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS X
CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND
LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS
CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. THIS CERTIFICATE CONSTITUTES
A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL OR CLASS S CERTIFICATE) AN
INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN
OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A.
THE AGGREGATE OF THE PASS-THROUGH RATES APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
ON THE CLASS X-1 AND CLASS X-2 BALANCE OF THE MORTGAGE LOANS AFTER
CERTIFICATES WILL BE EQUAL TO THE DEDUCTING PAYMENTS DUE AND PREPAYMENTS
EXCESS, IF ANY, OF (i) THE WEIGHTED RECEIVED ON OR BEFORE CUT-OFF DATE:
AVERAGE OF THE NET INTEREST RATES ON $1,128,916,743
THE MORTGAGE LOANS OVER (ii) THE
WEIGHTED AVERAGE OF THE PASS-THROUGH SERVICER: GE CAPITAL LOAN SERVICES, INC.
RATES OF THE OTHER CERTIFICATES (OTHER
THAN THE RESIDUAL CERTIFICATES AND THE SPECIAL SERVICER: MIDLAND LOAN SERVICES,
CLASS S CERTIFICATE) INC.
DENOMINATION: TRUSTEE: LASALLE BANK NATIONAL
$[400,000,000][328,916,742] ASSOCIATION
DATE OF POOLING AND SERVICING FISCAL AGENT: ABN AMRO BANK N.V.
AGREEMENT: AS OF MAY 1, 2001
PAYING AGENT: THE CHASE MANHATTAN BANK
CUT-OFF DATE: MAY 11, 2001
CUSIP NO.: 36158YBE8
CLOSING DATE: MAY 2, 2001
ISIN NO.: US36158YBE86
FIRST DISTRIBUTION DATE:
JUNE 15, 2001 CERTIFICATE NO.: X-1[-1] [-2] [-3]
APPROXIMATE AGGREGATE NOTIONAL AMOUNT
OF THE CLASS X-1 CERTIFICATES AS OF THE
CLOSING DATE: $1,128,916,742
CLASS X-1 CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community fixed
rate balloon and fully amortizing mortgage loans (the "Mortgage Loans"), all
payments on or collections in respect of the Mortgage Loans due after the
Cut-off Date, all REO Properties and revenues received in respect thereof, the
mortgagee's rights under the Insurance Policies, any Assignment of Leases, and
any guaranties, escrow accounts or other collateral as security for the Mortgage
Loans and such amounts as shall from time to time be held in the Certificate
Account, the Distribution Accounts, the Interest Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE CAPITAL
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class X-1 Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of May 1, 2001 (the "Pooling and Servicing
Agreement"), among GE Capital Commercial Mortgage Corporation (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing the percentage interest in the Class
of Certificates specified on the face hereof. The Certificates are designated as
the GE Capital Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2001-1 and are issued in twenty classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in
the aggregate 100% of the beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of interest then distributable, if any,
allocable to the Class of Certificates of the same Class as this Certificate for
such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate will not be entitled to distributions in
respect of principal. Holders of this Certificate may be entitled to Prepayment
Premiums, Yield Maintenance Charges and the North Peachtree Loan Prepayment
Charge as provided in the Pooling and Servicing Agreement. All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class X-1 Pass-Through
Rate specified above on the Notional Amount of this Certificate immediately
prior to such Distribution Date, as specified above. Interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held in the name of the Trustee and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Accounts) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Accounts will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date and (2) is the Holder of Certificates with an
original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. Subject
to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(g) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer,, the Trustee and the
Fiscal Agent, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of the Trust Fund, the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, or the Grantor Trust as a
grantor trust of all times any Certificate is outstanding or to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax; to change the timing and/or nature of
deposits into the Certificate Account or Distribution Accounts or REO Account or
to change the name in which the Certificate Account is maintained, provided,
however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
and such change shall not, as evidenced by an Opinion of Counsel, cause the
Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Trustee and the
Fiscal Agent with the consent of the Holders of Certificates representing not
less than 66 2/3% of the aggregate Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder;
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding;
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding;
(iv) to modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
is permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to qualify as a grantor trust or result in the imposition of a tax
on the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC.
The Sole Certificateholder will have the option, upon 60 days' prior
notice given to each of the other parties to the Pooling and Servicing
Agreement, which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to exchange all of its Certificates (other than the
Class X, Class S and Residual Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund, and thereby effect termination of
the Trust Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is reduced to less
than 1% of the aggregate Cut-off Date Principal Balance of all the Mortgage
Loans and the aggregate Certificate Balance of the Offered Certificates, the
Class E Certificates, the Class F Certificates and Class G Certificates is
reduced to zero.
If the Sole Certificateholder chooses not exercise such right, or if
the aggregate Certificate Balance of the Offered Certificates, the Class E
Certificates, the Class F Certificates and Class G Certificates has not been
reduced to zero, any of the Servicer or the Special Servicer (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than 1% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in its
individual capacity but solely as
Certificate Registrar under the
Pooling and Servicing Agreement.
By:___________________________________
AUTHORIZED OFFICER
Dated: May 2, 2001
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS X-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
AUTHENTICATING AGENT
By:___________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above
list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
Dated: ____________________ ________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
___________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________,
as its agent.
EXHIBIT A-17
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1, CLASS X-2
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) (OTHER THAN WITH RESPECT TO A
RESIDUAL OR CLASS S CERTIFICATE) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER
THE SECURITIES ACT, OR (D) (OTHER THAN WITH RESPECT TO A RESIDUAL OR CLASS S
CERTIFICATE) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO
THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE TRUSTEE OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
THE NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS
X-2 CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND
LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS
CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. THIS CERTIFICATE CONSTITUTES
A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL OR CLASS S CERTIFICATE) AN
INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN
OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A.
THE AGGREGATE OF THE PASS-THROUGH RATES APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
ON THE CLASS X-1 AND CLASS X-2 BALANCE OF THE MORTGAGE LOANS AFTER
CERTIFICATES WILL BE EQUAL TO THE DEDUCTING PAYMENTS DUE AND PREPAYMENTS
EXCESS, IF ANY, OF (i) THE WEIGHTED RECEIVED ON OR BEFORE CUT-OFF DATE:
AVERAGE OF THE NET INTEREST RATES ON $1,128,916,743
THE MORTGAGE LOANS OVER (ii) THE
WEIGHTED AVERAGE OF THE PASS-THROUGH SERVICER: GE CAPITAL LOAN SERVICES, INC.
RATES OF THE OTHER CERTIFICATES (OTHER
THAN THE RESIDUAL CERTIFICATES AND THE SPECIAL SERVICER: MIDLAND LOAN SERVICES,
CLASS S CERTIFICATE) INC.
DENOMINATION: $[400,000,000] TRUSTEE: LASALLE BANK NATIONAL
[262,592,000] ASSOCIATION
DATE OF POOLING AND SERVICING FISCAL AGENT: ABN AMRO BANK N.V.
AGREEMENT: AS OF MAY 1, 2001
PAYING AGENT: THE CHASE MANHATTAN BANK
CUT-OFF DATE: MAY 11, 2001
CUSIP NO.: 36158YBF5
CLOSING DATE: MAY 2, 2001
ISIN NO.: US36158YBF51
FIRST DISTRIBUTION DATE:
JUNE 15, 2001 CERTIFICATE NO.: X-2 [-1] [-2]
APPROXIMATE AGGREGATE NOTIONAL AMOUNT
OF THE CLASS X-2 CERTIFICATES AS OF THE
CLOSING DATE: $662,592,000
CLASS X-2 CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community fixed
rate balloon and fully amortizing mortgage loans (the "Mortgage Loans"), all
payments on or collections in respect of the Mortgage Loans due after the
Cut-off Date, all REO Properties and revenues received in respect thereof, the
mortgagee's rights under the Insurance Policies, any Assignment of Leases, and
any guaranties, escrow accounts or other collateral as security for the Mortgage
Loans and such amounts as shall from time to time be held in the Certificate
Account, the Distribution Accounts, the Interest Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE CAPITAL
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the interest evidenced by this Certificate in the
Class X-2 Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of May 1, 2001 (the "Pooling and Servicing
Agreement"), among GE Capital Commercial Mortgage Corporation (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing the percentage interest in the Class
of Certificates specified on the face hereof. The Certificates are designated as
the GE Capital Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2001-1 and are issued in twenty classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in
the aggregate 100% of the beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of interest then distributable, if any,
allocable to the Class of Certificates of the same Class as this Certificate for
such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. Holders of this Certificate will not be entitled to distributions in
respect of principal. All sums distributable on this Certificate are payable in
the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class X-2 Pass-Through
Rate specified above on the Notional Amount of this Certificate immediately
prior to such Distribution Date, as specified above. Interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held in the name of the Trustee and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Accounts) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Accounts will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date and (2) is the Holder of Certificates with an
original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. Subject
to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(g) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent, and the Certificate Registrar and any of their agents may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, Trustee and the Fiscal
Agent, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of the Trust Fund, the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, or the Grantor Trust as a
grantor trust of all times any Certificate is outstanding or to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax; to change the timing and/or nature of
deposits into the Certificate Account or Distribution Accounts or REO Account or
to change the name in which the Certificate Account is maintained, provided,
however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
and such change shall not, as evidenced by an Opinion of Counsel, cause the
Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Trustee, and the
Fiscal Agent with the consent of the Holders of Certificates representing not
less than 66 2/3% of the aggregate Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder;
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding;
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding;
(iv) to modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
is permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to qualify as a grantor trust or result in the imposition of a tax
on the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC.
The Sole Certificateholder will have the option, upon 60 days' prior
notice given to each of the other parties to the Pooling and Servicing
Agreement, which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to exchange all of its Certificates (other than the
Class X, Class S and Residual Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund, and thereby effect termination of
the Trust Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is reduced to less
than 1% of the aggregate Cut-off Date Principal Balance of all the Mortgage
Loans and the aggregate Certificate Balance of the Offered Certificates, the
Class E Certificates, the Class F Certificates and Class G Certificates is
reduced to zero.
If the Sole Certificateholder chooses not exercise such right, or if
the aggregate Certificate Balance of the Offered Certificates, the Class E
Certificates, the Class F Certificates and Class G Certificates has not been
reduced to zero, any of the Servicer or the Special Servicer (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than 1% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in its
individual capacity but solely as
Certificate Registrar under the
Pooling and Servicing Agreement.
By:___________________________________
AUTHORIZED OFFICER
Dated: May 2, 2001
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS X-2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
AUTHENTICATING AGENT
By:___________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above
list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
Dated: ____________________ ________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
___________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________,
as its agent.
EXHIBIT A-18
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1, CLASS R
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND (B) FOR SO LONG
AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) (OTHER THAN WITH RESPECT TO A
RESIDUAL OR CLASS S CERTIFICATE) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER
THE SECURITIES ACT, OR (D) (OTHER THAN WITH RESPECT TO A RESIDUAL OR CLASS S
CERTIFICATE) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO
THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE TRUSTEE OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL OR CLASS S CERTIFICATE) AN
INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN
OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974. AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE OR ANY
GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA SUBJECT TO ANY FEDERAL,
STATE OR , LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN"), OR ANY PERSON ACTING ON BEHALF
OF OR INVESTING THE ASSETS OF A PLAN.
THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(A)(2) AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS
CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED
ORGANIZATIONS, NON-U.S. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT AND SHALL BE REQUIRED TO FURNISH AN
AFFIDAVIT TO THE TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER
THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN
CODE SECTION 860E(E)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER
MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED
TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND
INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT
IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH
FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING
THIS CERTIFICATE AS THEY BECOME DUE, AND (E) IT WILL NOT TRANSFER THIS
CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT.
ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS
NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL
BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED
TRANSFEREE. THIS CERTIFICATE REPRESENTS A "NON-ECONOMIC RESIDUAL INTEREST," AS
DEFINED IN TREASURY REGULATIONS SECTION 1.860E-L(C), AND THEREFORE, TRANSFERS OF
THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO
SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE
DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY
ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO
TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN
REGULATIONS.
PERCENTAGE INTEREST EVIDENCED BY THIS APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATE: 100% BALANCE OF THE MORTGAGE LOANS AFTER
DEDUCTING PAYMENTS DUE AND PREPAYMENTS
DATE OF POOLING AND SERVICING RECEIVED ON OR BEFORE CUT-OFF DATE:
AGREEMENT: AS OF MAY 1, 2001 $1,128,916,743
CUT-OFF DATE: MAY 11, 2001 SERVICER: GE CAPITAL LOAN SERVICES, INC.
CLOSING DATE: MAY 2, 2001 SPECIAL SERVICER: MIDLAND LOAN SERVICES,
INC.
FIRST DISTRIBUTION DATE:
JUNE 15, 2001 TRUSTEE: LASALLE BANK NATIONAL ASSOCIATION
CLASS R PERCENTAGE INTEREST: 100% FISCAL AGENT: ABN AMRO BANK N.V.
PAYING AGENT: THE CHASE MANHATTAN BANK
CERTIFICATE NO.: R-1
CLASS R CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community fixed
rate balloon and fully amortizing mortgage loans (the "Mortgage Loans"), all
payments on or collections in respect of the Mortgage Loans due after the
Cut-off Date, all REO Properties and revenues received in respect thereof, the
mortgagee's rights under the Insurance Policies, any Assignment of Leases, and
any guaranties, escrow accounts or other collateral as security for the Mortgage
Loans and such amounts as shall from time to time be held in the Certificate
Account, the Distribution Accounts, the Interest Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE CAPITAL
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT [_______________________________]
is the registered owner of the interest evidenced by this Certificate in the
Class R Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of May 1, 2001 (the "Pooling and Servicing
Agreement"), among GE Capital Commercial Mortgage Corporation (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing the percentage interest in the Class
of Certificates specified on the face hereof. The Certificates are designated as
the GE Capital Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2001-1 and are issued in twenty classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in
the aggregate 100% of the beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Class R Certificate is a "residual interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by
income. The Holder of the largest Percentage Interest in the Class R
Certificates shall be the "tax matters person" for the Upper-Tier REMIC pursuant
to Treasury Regulations Section 1.860F-4(d), and the Paying Agent is hereby
irrevocably designated and shall serve as attorney-in-fact and agent for any
such Person that is the "tax matters person."
Pursuant to the terms of the Pooling and Servicing Agreement,
distributions, if any, on this Certificate shall be made by the Paying Agent to
the extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the Distribution Date to the Person in whose name this Certificate
is registered as of the related Record Date. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held in the name of the Trustee and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Accounts) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Accounts will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date and (2) is the Holder of Certificates with an
original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Each Person who has or who acquires any Ownership Interest in a
Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Paying Agent under Section 5.02(d) of the
Pooling and Servicing Agreement to deliver payments to a Person other than such
Person. The rights of each Person acquiring any Ownership Interest in a Class R
Certificate are expressly subject to the following provisions: (A) No Person
holding or acquiring any Ownership Interest in a Class R Certificate shall be a
Disqualified Organization or agent thereof (including a nominee, middleman or
similar person) (an "Agent"), a Plan or a Person acting on behalf of or
investing the assets of a Plan (such Plan or Person, an "ERISA Prohibited
Holder") or a Non-U.S. Person and shall promptly notify the Servicer, the
Trustee, Paying Agent and the Certificate Registrar of any change or impending
change to such status; (B) In connection with any proposed Transfer of any
Ownership Interest in a Class R Certificate, the Certificate Registrar shall
require delivery to it, and no Transfer of any Class R Certificate shall be
registered until the Certificate Registrar receives, an affidavit substantially
in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a
"Transfer Affidavit") from the proposed Transferee, in form and substance
satisfactory to the Certificate Registrar, representing and warranting, among
other things, that such Transferee is not a Disqualified Organization or Agent
thereof, an ERISA Prohibited Holder or a Non-U.S. Person, and that it has
reviewed the provisions of Section 5.02(d) of the Pooling and Servicing
Agreement and agrees to be bound by them; (C) Notwithstanding the delivery of a
Transfer Affidavit by a proposed Transferee under clause (B) above, if the
Certificate Registrar has actual knowledge that the proposed Transferee is a
Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a
Non-U.S. Person, no Transfer of an Ownership Interest in a Class R Certificate
to such proposed Transferee shall be effected; and (D) Each Person holding or
acquiring any Ownership Interest in a Class R Certificate shall agree (1) to
require a Transfer Affidavit from any prospective Transferee to whom such Person
attempts to transfer its Ownership Interest in such Class R Certificate and (2)
not to transfer its Ownership Interest in such Class R Certificate unless it
provides to the Certificate Registrar a letter substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit D-2 (a "Transferor
Letter") certifying that, among other things, it has no actual knowledge that
such prospective Transferee is a Disqualified Organization, an Agent thereof, an
ERISA Prohibited Holder or a Non-U.S. Person.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. Subject
to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(g) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent, and the Certificate Registrar and any of their agents may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Trustee and the Fiscal
Agent, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of the Trust Fund, the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, or the Grantor Trust as a
grantor trust at all times any Certificate is outstanding or to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax; to change the timing and/or nature of
deposits into the Certificate Account or Distribution Accounts or REO Account or
to change the name in which the Certificate Account is maintained, provided,
however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
and such change shall not, as evidenced by an Opinion of Counsel, cause the
Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Trustee and the
Fiscal Agent with the consent of the Holders of Certificates representing not
less than 66 2/3% of the aggregate Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder;
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding;
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding;
(iv) to modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
is permitted under the Pooling and Servicing Agreement and will not cause the
Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC or the
Grantor Trust to qualify as a grantor trust or result in the imposition of a tax
on the Trust Fund, the Upper-Tier REMIC or Lower-Tier REMIC.
The Sole Certificateholder will have the option, upon 60 days' prior
notice given to each of the other parties to the Pooling and Servicing
Agreement, which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to exchange all of its Certificates (other than the
Class X, Class S and Residual Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund, and thereby effect termination of
the Trust Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is reduced to less
than 1% of the aggregate Cut-off Date Principal Balance of all the Mortgage
Loans and the aggregate Certificate Balance of the Offered Certificates, the
Class E Certificates, the Class F Certificates and Class G Certificates is
reduced to zero.
If the Sole Certificateholder chooses not exercise such right, or if
the aggregate Certificate Balance of the Offered Certificates, the Class E
Certificates, the Class F Certificates and Class G Certificates has not been
reduced to zero, any of the Servicer or the Special Servicer (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than 1% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in its
individual capacity but solely as
Certificate Registrar under the
Pooling and Servicing Agreement.
By:___________________________________
AUTHORIZED OFFICER
Dated: May 2, 2001
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS R CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
AUTHENTICATING AGENT
By:___________________________________
AUTHORIZED SIGNATORY
Dated: May 2, 2001
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above
list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
Dated: ____________________ ________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
___________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________,
as its agent.
EXHIBIT A-19
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1, CLASS LR
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) (OTHER THAN WITH RESPECT TO A
RESIDUAL OR CLASS S CERTIFICATE) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER
THE SECURITIES ACT, OR (D) (OTHER THAN WITH RESPECT TO A RESIDUAL OR CLASS S
CERTIFICATE) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO
THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE TRUSTEE OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL OR CLASS S CERTIFICATE) AN
INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN
OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974. AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE OR ANY
GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN"), OR ANY PERSON ACTING ON BEHALF
OF OR INVESTING THE ASSETS OF A PLAN.
THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(A)(2) AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS
CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED
ORGANIZATIONS, NON-U.S. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT AND SHALL BE REQUIRED TO FURNISH AN
AFFIDAVIT TO THE TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER
THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN
CODE SECTION 860E(E)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER
MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED
TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND
INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT
IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH
FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING
THIS CERTIFICATE AS THEY BECOME DUE, AND (E) IT WILL NOT TRANSFER THIS
CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT.
ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS
NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL
BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED
TRANSFEREE. THIS CERTIFICATE REPRESENTS A "NON-ECONOMIC RESIDUAL INTEREST," AS
DEFINED IN TREASURY REGULATIONS SECTION 1.860E-L(C), AND THEREFORE, TRANSFERS OF
THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO
SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE
DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY
ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO
TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN
REGULATIONS.
PERCENTAGE INTEREST EVIDENCED BY THIS APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATE: 100% BALANCE OF THE MORTGAGE LOANS AFTER
DEDUCTING PAYMENTS DUE AND PREPAYMENTS
DATE OF POOLING AND SERVICING RECEIVED ON OR BEFORE CUT-OFF DATE:
AGREEMENT: AS OF MAY 1, 2001 $1,128,916,743
CUT-OFF DATE: MAY 11, 2001 SERVICER: GE CAPITAL LOAN SERVICES, INC.
CLOSING DATE: MAY 2, 2001 SPECIAL SERVICER: MIDLAND LOAN SERVICES,
INC.
FIRST DISTRIBUTION DATE:
JUNE 15, 2001 TRUSTEE: LASALLE BANK NATIONAL ASSOCIATION
CLASS LR PERCENTAGE INTEREST: 100% PAYING AGENT: THE CHASE MANHATTAN BANK
CERTIFICATE NO.: LR-1
CLASS LR CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community fixed
rate balloon and fully amortizing mortgage loans (the "Mortgage Loans"), all
payments on or collections in respect of the Mortgage Loans due after the
Cut-off Date, all REO Properties and revenues received in respect thereof, the
mortgagee's rights under the Insurance Policies, any Assignment of Leases, and
any guaranties, escrow accounts or other collateral as security for the Mortgage
Loans and such amounts as shall from time to time be held in the Certificate
Account, the Distribution Accounts, the Interest Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE CAPITAL
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT [______________________________________]
is the registered owner of the interest evidenced by this Certificate in the
Class LR Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of May 1, 2001 (the "Pooling and Servicing
Agreement"), among GE Capital Commercial Mortgage Corporation (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing the percentage interest in the Class
of Certificates specified on the face hereof. The Certificates are designated as
the GE Capital Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2001-1 and are issued in twenty classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in
the aggregate 100% of the beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Class LR Certificate is a "residual interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by
income. The Holder of the largest Percentage Interest in the Class LR
Certificates shall be the "tax matters person" for the Lower-Tier REMIC pursuant
to Treasury Regulations Section 1.860F-4(d), and the Paying Agent is hereby
irrevocably designated and shall serve as attorney-in-fact and agent for any
such Person that is the "tax matters person".
Pursuant to the terms of the Pooling and Servicing Agreement,
distributions, if any, on this Certificate shall be made by the Paying Agent to
the extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the Distribution Date to the Person in whose name this Certificate
is registered as of the related Record Date. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held in the name of the Trustee and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Accounts) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Accounts will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date and (2) is the Holder of Certificates with an
original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Each Person who has or who acquires any Ownership Interest in a
Class LR Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Paying Agent under Section 5.02(b) of the
Pooling and Servicing Agreement to deliver payments to a Person other than such
Person. The rights of each Person acquiring any Ownership Interest in a Class LR
Certificate are expressly subject to the following provisions: (A) No Person
holding or acquiring any Ownership Interest in a Class LR Certificate shall be a
Disqualified Organization or agent thereof (including a nominee, middleman or
similar person) (an "Agent"), a Plan or a Person acting on behalf of or
investing the assets of a Plan (such Plan or Person, an "ERISA Prohibited
Holder") or a Non-U.S. Person and shall promptly notify the Servicer, the
Trustee, Paying Agent and the Certificate Registrar of any change or impending
change to such status; (B) In connection with any proposed Transfer of any
Ownership Interest in a Class LR Certificate, the Certificate Registrar shall
require delivery to it, and no Transfer of any Class LR Certificate shall be
registered until the Certificate Registrar receives, an affidavit substantially
in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a
"Transfer Affidavit") from the proposed Transferee, in form and substance
satisfactory to the Certificate Registrar, representing and warranting, among
other things, that such Transferee is not a Disqualified Organization or Agent
thereof, an ERISA Prohibited Holder or a Non-U.S. Person, and that it has
reviewed the provisions of Section 5.02(d) of the Pooling and Servicing
Agreement and agrees to be bound by them; (C) Notwithstanding the delivery of a
Transfer Affidavit by a proposed Transferee under clause (B) above, if the
Certificate Registrar has actual knowledge that the proposed Transferee is a
Disqualified Organization or an Agent thereof, an ERISA Prohibited Holder or a
Non-U.S. Person, no Transfer of an Ownership Interest in a Class LR Certificate
to such proposed Transferee shall be effected; and (D) Each Person holding or
acquiring any Ownership Interest in a Class LR Certificate shall agree (1) to
require a Transfer Affidavit from any prospective Transferee to whom such Person
attempts to transfer its Ownership Interest in such Class LR Certificate and (2)
not to transfer its Ownership Interest in such Class LR Certificate unless it
provides to the Certificate Registrar a letter substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit D-2 (a "Transferor
Letter") certifying that, among other things, it has no actual knowledge that
such prospective Transferee is a Disqualified Organization, an Agent thereof, an
ERISA Prohibited Holder or a Non-U.S. Person.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. Subject
to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(g) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent, and the Certificate Registrar and any of their agents may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the and the Certificate Registrar nor any such
agents shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Trustee and the Fiscal
Agent, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of the Trust Fund, the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, or Grantor Trust as a
grantor trust at all times any Certificate is outstanding or to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax; to change the timing and/or nature of
deposits into the Certificate Account or Distribution Accounts or REO Account or
to change the name in which the Certificate Account is maintained, provided,
however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
and such change shall not, as evidenced by an Opinion of Counsel, cause either
the Upper-Tier REMIC or the Lower-Tier REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer
to a Person that is a Disqualified Organization or a Non-U.S. Person; and to
make any other provisions with respect to matters or questions arising under the
Pooling and Servicing Agreement which shall not be materially inconsistent with
the provisions of the Pooling and Servicing Agreement, provided, however, that
such action shall not, as evidenced by an Opinion of Counsel, adversely affect
in any material respect the interest of any Certificateholder not consenting
thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Trustee and the
Fiscal Agent with the consent of the Holders of Certificates representing not
less than 66 2/3% of the aggregate Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder;
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding;
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding;
(iv) to modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
is permitted under the Pooling and Servicing Agreement and will not cause any
the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC or
the Grantor Trust to qualify as a grantor trust or result in the imposition of a
tax on the Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC.
The Sole Certificateholder will have the option, upon 60 days' prior
notice given to each of the other parties to the Pooling and Servicing
Agreement, which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to exchange all of its Certificates (other than the
Class X, Class S and Residual Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund, and thereby effect termination of
the Trust Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is reduced to less
than 1% of the aggregate Cut-off Date Principal Balance of all the Mortgage
Loans and the aggregate Certificate Balance of the Offered Certificates, the
Class E Certificates, the Class F Certificates and Class G Certificates is
reduced to zero.
If the Sole Certificateholder chooses not exercise such right, or if
the aggregate Certificate Balance of the Offered Certificates, the Class E
Certificates, the Class F Certificates and Class G Certificates has not been
reduced to zero, any of the Servicer or the Special Servicer (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than 1% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in its
individual capacity but solely as
Certificate Registrar under the
Pooling and Servicing Agreement.
By:___________________________________
AUTHORIZED OFFICER
Dated: May 2, 2001
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS LR CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
AUTHENTICATING AGENT
By:___________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above
list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
Dated: ____________________ ________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
___________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________,
as its agent.
EXHIBIT A-20
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1, CLASS S
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) (OTHER THAN WITH RESPECT TO A
RESIDUAL OR CLASS S CERTIFICATE) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER
THE SECURITIES ACT, OR (D) (OTHER THAN WITH RESPECT TO A RESIDUAL OR CLASS S
CERTIFICATE) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO
THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE TRUSTEE OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL OR CLASS S CERTIFICATE) AN
INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN
OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974. AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE OR ANY
GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA SUBJECT TO ANY FEDERAL,
STATE OR , LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN"), OR ANY PERSON ACTING ON BEHALF
OF OR INVESTING THE ASSETS OF A PLAN.
PERCENTAGE INTEREST EVIDENCED BY THIS APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL
CERTIFICATE: 100% BALANCE OF THE MORTGAGE LOANS AFTER
DEDUCTING PAYMENTS DUE AND PREPAYMENTS
DATE OF POOLING AND SERVICING RECEIVED ON OR BEFORE CUT-OFF DATE:
AGREEMENT: AS OF MAY 1, 2001 $1,128,916,743
CUT-OFF DATE: MAY 11, 2001 SERVICER: GE CAPITAL LOAN SERVICES, INC.
CLOSING DATE: MAY 2, 2001 SPECIAL SERVICER: MIDLAND LOAN SERVICES,
INC.
FIRST DISTRIBUTION DATE:
JUNE 15, 2001 TRUSTEE: LASALLE BANK NATIONAL ASSOCIATION
CLASS S PERCENTAGE INTEREST: 100% PAYING AGENT: THE CHASE MANHATTAN BANK
CERTIFICATE NO.: S-1
CLASS S CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and manufactured housing community fixed
rate balloon and fully amortizing mortgage loans (the "Mortgage Loans"), all
payments on or collections in respect of the Mortgage Loans due after the
Cut-off Date, all REO Properties and revenues received in respect thereof, the
mortgagee's rights under the Insurance Policies, any Assignment of Leases, and
any guaranties, escrow accounts or other collateral as security for the Mortgage
Loans and such amounts as shall from time to time be held in the Certificate
Account, the Distribution Accounts, the Interest Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE CAPITAL
COMMERCIAL MORTGAGE CORPORATION, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES.
THIS CERTIFIES THAT [__________________________________________]
is the registered owner of the interest evidenced by this Certificate in the
Class S Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of May 1, 2001 (the "Pooling and Servicing
Agreement"), among GE Capital Commercial Mortgage Corporation (hereinafter
called the "Depositor", which term includes any successor entity under the
Pooling and Servicing Agreement), the Trustee, the Special Servicer, the
Servicer and the Fiscal Agent. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing the percentage interest in the Class
of Certificates specified on the face hereof. The Certificates are designated as
the GE Capital Commercial Mortgage Corporation., Commercial Mortgage
Pass-Through Certificates, Series 2001-1 and are issued in twenty classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust
Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
Pursuant to the terms of the Pooling and Servicing Agreement,
distributions, if any, on this Certificate shall be made by the Paying Agent to
the extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the Distribution Date to the Person in whose name this Certificate
is registered as of the related Record Date. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
This Certificate represents a beneficial ownership interest in a
portion of the Trust Fund which is treated as a grantor trust for federal income
tax purposes, and represents an undivided beneficial interest in the right to
Excess Interest with respect to the Mortgage Loans and amounts as may be held
from time to time in the Excess Interest Distribution Account.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Accounts will be held in the name of the Trustee and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Accounts) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Accounts will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a
Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Paying Agent with wire instructions in writing at least five Business Days
prior to the related Record Date and (2) is the Holder of Certificates with an
original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Class X Certificates will be issued in book-entry form through the facilities of
DTC in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1 in excess thereof, with one Certificate of such Class
evidencing an additional amount equal to the remainder of the initial Notional
Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount
equal to the remainder of the initial Certificate Balance of such Class. Subject
to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(g) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar nor any such agents shall
be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer, the Trustee and the Fiscal
Agent, without the consent of any of the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions herein or therein that may be
inconsistent with any other provisions herein or therein or to correct any
error; to maintain the rating or ratings assigned to each Class of Certificates
by each Rating Agency; to modify, eliminate or add to any provisions to such
extent as is necessary to maintain the qualification of the Trust Fund, the
Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, or the Grantor Trust as a
grantor trust at all times any Certificate is outstanding or to avoid or
minimize the imposition of any tax, provided, however, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax; to change the timing and/or nature of
deposits into the Certificate Account or Distribution Accounts or REO Account or
to change the name in which the Certificate Account is maintained, provided,
however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
and such change shall not, as evidenced by an Opinion of Counsel, cause the
Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer, the Trustee and the
Fiscal Agent with the consent of the Holders of Certificates representing not
less than 66 2/3% of the aggregate Percentage Interests of each Class of
Certificates affected by the amendment for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder;
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment,
without the consent of the Holders of all Certificates of such Class then
outstanding;
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding;
(iv) to modify the definition of Servicing Standard; or
(v) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
is permitted under the Pooling and Servicing Agreement and will not cause the
Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a
REMIC or the Grantor Trust to qualify as a grantor trust or result in the
imposition of a tax on the Trust Fund, the Upper-Tier REMIC or Lower-Tier REMIC.
The Sole Certificateholder will have the option, upon 60 days' prior
notice given to each of the other parties to the Pooling and Servicing
Agreement, which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to exchange all of its Certificates (other than the
Class X, Class S and Residual Certificates) for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund, and thereby effect termination of
the Trust Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is reduced to less
than 1% of the aggregate Cut-off Date Principal Balance of all the Mortgage
Loans and the aggregate Certificate Balance of the Offered Certificates, the
Class E Certificates, the Class F Certificates and Class G Certificates is
reduced to zero.
If the Sole Certificateholder chooses not exercise such right, or if
the aggregate Certificate Balance of the Offered Certificates, the Class E
Certificates, the Class F Certificates and Class G Certificates has not been
reduced to zero, any of the Servicer or the Special Servicer (in that order)
will have the option, upon 60 days' prior notice given to the Trustee, Paying
Agent and each of the other parties to the Pooling and Servicing Agreement,
which notice the Paying Agent is required to promptly forward to
Certificateholders and Rating Agencies in the manner set forth in the Pooling
and Servicing Agreement, to purchase all, but not less than all, of the Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining in the
Trust Fund, and thereby effect termination of the Trust Fund and early
retirement of the then outstanding Certificates, on any Distribution Date on
which the aggregate Stated Principal Balances of the Mortgage Loans and any REO
Loans remaining in the Trust Fund is reduced to less than 1% of the aggregate
Cut-off Date Principal Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and
the Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in its
individual capacity but solely as
Certificate Registrar under the
Pooling and Servicing Agreement.
By:___________________________________
AUTHORIZED OFFICER
Dated: May 2, 2001
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS S CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
AUTHENTICATING AGENT
By:___________________________________
AUTHORIZED SIGNATORY
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in the above
list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _________________________________________________________________
________________________________________________________________________________
(Please insert Social Security or other identifying number of Assignee)
________________________________________________________________________________
(Please print or typewrite name and address of assignee)
________________________________________________________________________________
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
Dated: ____________________ ________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
___________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or ______________________,
as its agent.
EXHIBIT B
MORTGAGE LOAN SCHEDULE
- ------------------------------------------------------------------------------------------------------------------------------------
1 2 3 4 5 6 7 8 9 10 11 12 13
Prospectus Orig Orig Orig Orig First Loan Grace Int Balloon
Transaction Group Loan Loan Note Orig Amort Note Pmt Pmt Days Only Loan
ID ID ID ID Amount Term Term Rate Rate Due Dt Allowed (y n) (y n)
- ------------------------------------------------------------------------------------------------------------------------------------
GECMC2001-1 1 16317 1 50,000,000.00 120 360 7.00% 7.00% 20010501 0 N Y
GECMC2001-1 2 14595 2 37,500,000.00 120 360 7.25% 7.25% 20010410 0 N Y
GECMC2001-1 3 760014503 3 33,800,000.00 120 360 7.35% 7.35% 20010401 5 N Y
GECMC2001-1 4 899000043 4 33,053,100.00 120 300 8.25% 8.25% 20010101 5 N N
GECMC2001-1 4a 4a 4,715,300.00
GECMC2001-1 4b 4b 5,178,400.00
GECMC2001-1 4c 4c 4,037,500.00
GECMC2001-1 4d 4d 2,962,100.00
GECMC2001-1 4e 4e 3,360,900.00
GECMC2001-1 4f 4f 3,285,900.00
GECMC2001-1 4g 4g 9,513,000.00
GECMC2001-1 5 760020316 5 29,000,000.00 120 360 7.46% 7.46% 20010501 5 N Y
GECMC2001-1 6 760016348 6 29,000,000.00 120 360 7.53% 7.53% 20010411 0 N N
GECMC2001-1 7 16053 7 26,000,000.00 120 300 7.60% 7.60% 20010210 0 N Y
GECMC2001-1 8 760017468 8 25,150,000.00 120 360 7.23% 7.23% 20010401 5 N Y
GECMC2001-1 9 15809 9 23,000,000.00 120 360 7.15% 7.15% 20010501 0 N Y
GECMC2001-1 10 760020670 10 22,160,000.00 120 360 7.50% 7.50% 20010201 5 N Y
GECMC2001-1 11 760016702 11 18,000,000.00 120 300 8.85% 8.85% 20001201 5 N Y
GECMC2001-1 12 760020074 12 17,925,000.00 120 360 8.06% 8.06% 20001201 5 N Y
GECMC2001-1 13 760020110 13 17,475,000.00 120 360 8.06% 8.06% 20001201 5 N Y
GECMC2001-1 14 760017089 14 17,350,000.00 120 360 7.63% 7.63% 20010201 5 N Y
GECMC2001-1 15 15773 15 16,350,000.00 120 360 7.75% 7.75% 20010610 0 N Y
GECMC2001-1 16 16055 16 16,344,000.00 120 360 7.50% 7.50% 20010110 0 N Y
GECMC2001-1 17 15823 17 15,975,000.00 120 360 7.63% 7.63% 20010310 0 N Y
GECMC2001-1 18 31108 18 15,250,000.00 120 300 7.55% 7.55% 20010401 5 N N
GECMC2001-1 19 760020982 19 14,852,000.00 120 360 7.25% 7.25% 20010201 5 N Y
GECMC2001-1 20 11975 20 13,752,928.09 238 238 7.99% 7.89% 20010401 7 N N
GECMC2001-1 21 12594 21 13,570,000.00 120 360 7.88% 7.88% 20001101 10 N N
GECMC2001-1 22 30551 22 13,200,000.00 120 360 8.23% 8.23% 20010101 10 N Y
GECMC2001-1 22a 22a 3,325,000.00
GECMC2001-1 22b 22b 3,800,000.00
GECMC2001-1 22c 22c 2,200,000.00
GECMC2001-1 22d 22d 3,875,000.00
GECMC2001-1 23 31096 23 13,100,000.00 120 360 8.10% 8.10% 20010201 5 N Y
GECMC2001-1 24 14005 24 12,700,000.00 120 360 7.96% 7.96% 20010201 7 N Y
GECMC2001-1 25 760020367 25 12,000,000.00 120 360 7.50% 7.50% 20010301 5 N Y
GECMC2001-1 26 760017156 26 11,835,000.00 120 300 7.75% 7.75% 20010201 5 N Y
GECMC2001-1 26a 26a 2,467,114.80
GECMC2001-1 26b 26b 2,145,317.22
GECMC2001-1 26c 26c 1,215,679.76
GECMC2001-1 26d 26d 2,181,072.51
GECMC2001-1 26e 26e 1,608,987.92
GECMC2001-1 26f 26f 2,216,827.79
GECMC2001-1 27 760020882 27 11,782,000.00 120 360 7.35% 7.35% 20010201 5 N Y
GECMC2001-1 28 760020592 28 11,600,000.00 120 360 7.41% 7.41% 20010401 7 N Y
GECMC2001-1 29 760021199 29 11,250,000.00 60 360 7.30% 7.30% 20010301 5 N Y
GECMC2001-1 30 760020621 30 10,600,000.00 120 360 7.50% 7.50% 20010501 5 N Y
GECMC2001-1 31 31600 31 10,250,000.00 120 360 7.15% 7.15% 20010501 5 N Y
GECMC2001-1 32 760020379 32 10,233,000.00 120 360 7.52% 7.52% 20010301 5 N N
GECMC2001-1 33 15781 33 10,115,000.00 120 360 7.73% 7.73% 20010610 0 N Y
GECMC2001-1 34 760020340 34 9,720,000.00 120 360 7.78% 7.78% 20010101 5 N Y
GECMC2001-1 35 760013931 35 9,500,000.00 120 360 7.35% 7.35% 20010401 5 N Y
GECMC2001-1 36 31332 36 9,450,000.00 120 360 7.60% 7.60% 20010401 5 N Y
GECMC2001-1 37 760016968 37 9,300,000.00 120 324 8.36% 8.36% 20010101 5 N Y
GECMC2001-1 38 31154 38 8,850,000.00 120 360 7.90% 7.90% 20010401 5 N Y
GECMC2001-1 39 760017472 39 8,750,000.00 120 300 8.10% 8.10% 20010401 5 N Y
GECMC2001-1 40 27535 40 8,550,000.00 120 360 7.66% 7.66% 20010401 5 N Y
GECMC2001-1 41 760020378 41 8,200,000.00 120 360 7.52% 7.52% 20010301 5 N N
GECMC2001-1 42 760021275 42 8,160,000.00 120 360 7.75% 7.75% 20010301 5 N Y
GECMC2001-1 43 760020493 43 7,920,000.00 120 360 7.41% 7.41% 20010501 5 N Y
GECMC2001-1 44 760020374 44 7,600,000.00 120 300 7.75% 7.75% 20010201 5 N Y
GECMC2001-1 45 760020711 45 7,500,000.00 120 360 7.70% 7.70% 20010201 5 N Y
GECMC2001-1 46 760016744 46 7,500,000.00 120 360 7.90% 7.90% 20010101 5 N Y
GECMC2001-1 47 760021002 47 7,300,000.00 120 360 7.52% 7.52% 20010301 5 N Y
GECMC2001-1 48 760014204 48 7,200,000.00 120 360 7.43% 7.43% 20010401 5 N Y
GECMC2001-1 49 11829 49 6,900,000.00 60 360 8.05% 8.05% 20010101 7 N Y
GECMC2001-1 50 760016969 50 6,800,000.00 120 324 8.36% 8.36% 20010101 5 N Y
GECMC2001-1 51 760017266 51 6,800,000.00 120 300 8.32% 8.32% 20010201 5 N Y
GECMC2001-1 52 760016151 52 6,603,110.08 111 351 8.77% 8.63% 20010501 5 N Y
GECMC2001-1 53 760017276 53 6,535,000.00 120 360 7.36% 7.36% 20010601 5 N Y
GECMC2001-1 54 760021276 54 6,473,000.00 120 360 7.75% 7.75% 20010301 5 N Y
GECMC2001-1 55 16063 55 6,450,000.00 120 360 7.40% 7.40% 20010310 0 N Y
GECMC2001-1 56 30448 56 6,200,000.00 120 360 7.80% 7.80% 20010501 5 N Y
GECMC2001-1 57 760020527 57 6,200,000.00 120 360 7.60% 7.60% 20010401 5 N Y
GECMC2001-1 58 31028 58 6,100,000.00 180 360 7.75% 7.75% 20010201 5 N Y
GECMC2001-1 59 30217 59 6,050,000.00 120 360 7.38% 7.38% 20010401 5 N Y
GECMC2001-1 60 760020501 60 5,807,000.00 120 360 7.50% 7.50% 20010501 5 N Y
GECMC2001-1 61 760020700 61 5,720,000.00 120 360 7.85% 7.85% 20010301 5 N Y
GECMC2001-1 62 760021277 62 5,700,000.00 120 360 7.75% 7.75% 20010301 5 N Y
GECMC2001-1 63 16073 63 5,600,000.00 120 360 7.70% 7.70% 20010210 0 N Y
GECMC2001-1 64 31020 64 5,525,000.00 120 360 7.75% 7.75% 20010501 5 N Y
GECMC2001-1 65 31029 65 5,500,000.00 120 360 8.05% 8.05% 20010201 5 N Y
GECMC2001-1 66 27534 66 5,435,000.00 120 360 7.66% 7.66% 20010401 5 N Y
GECMC2001-1 67 760020377 67 5,440,000.00 120 360 7.52% 7.52% 20010301 5 N N
GECMC2001-1 68 760020788 68 5,400,000.00 120 360 7.75% 7.75% 20010201 5 N Y
GECMC2001-1 69 16061 69 5,360,000.00 120 360 7.25% 7.25% 20010210 0 N Y
GECMC2001-1 70 760020055 70 5,300,000.00 120 360 7.45% 7.45% 20010401 5 N Y
GECMC2001-1 71 760020830 71 5,240,000.00 120 360 7.66% 7.66% 20010401 5 N Y
GECMC2001-1 72 760020198 72 5,120,000.00 120 360 7.50% 7.50% 20010301 5 N Y
GECMC2001-1 73 16071 73 5,050,000.00 120 300 7.50% 7.50% 20010210 0 N Y
GECMC2001-1 74 760016579 74 4,988,962.18 117 357 7.77% 7.77% 20010501 5 N Y
GECMC2001-1 75 16075 75 4,915,000.00 120 360 8.00% 8.00% 20010110 0 N Y
GECMC2001-1 76 13750 76 4,875,000.00 120 360 8.31% 8.31% 20001101 5 N Y
GECMC2001-1 77 760020358 77 4,842,000.00 120 360 7.99% 7.99% 20010401 5 N Y
GECMC2001-1 78 760020063 78 4,750,000.00 120 360 7.53% 7.53% 20010201 5 N Y
GECMC2001-1 79 16065 79 4,665,000.00 120 360 7.33% 7.33% 20010210 0 N Y
GECMC2001-1 80 760020599 80 4,650,000.00 60 360 7.75% 7.75% 20010301 5 N Y
GECMC2001-1 81 30862 81 4,650,000.00 120 360 7.90% 7.90% 20010101 5 N Y
GECMC2001-1 82 760020396 82 4,640,000.00 120 360 7.52% 7.52% 20010301 5 N N
GECMC2001-1 83 16077 83 4,600,000.00 120 360 7.50% 7.50% 20010210 0 N Y
GECMC2001-1 84 760020862 84 4,580,000.00 120 360 7.53% 7.53% 20010401 5 N Y
GECMC2001-1 85 760020391 85 4,528,000.00 120 360 7.52% 7.52% 20010301 5 N N
GECMC2001-1 86 760016090 86 4,320,000.00 120 360 7.39% 7.39% 20010501 5 N Y
GECMC2001-1 87 760020863 87 4,215,000.00 120 360 7.53% 7.53% 20010401 5 N Y
GECMC2001-1 88 760020588 88 4,133,000.00 120 360 7.50% 7.50% 20010201 5 N Y
GECMC2001-1 89 760020487 89 4,050,000.00 120 300 7.57% 7.57% 20010301 5 N Y
GECMC2001-1 90 760014963 90 4,000,000.00 120 264 7.33% 7.33% 20010401 5 N Y
GECMC2001-1 91 16181 91 3,975,000.00 120 360 7.44% 7.44% 20010610 0 N Y
GECMC2001-1 92 760016460 92 3,950,000.00 120 360 8.51% 8.51% 20001101 5 N Y
GECMC2001-1 93 15719 93 3,900,000.00 120 360 7.75% 7.75% 20010410 0 N Y
GECMC2001-1 94 760020113 94 3,884,000.00 120 360 8.27% 8.27% 20001201 5 N Y
GECMC2001-1 95 15795 95 3,850,000.00 120 360 7.56% 7.56% 20010401 7 N Y
GECMC2001-1 96 760021157 96 3,825,000.00 120 360 7.50% 7.50% 20010401 5 N Y
GECMC2001-1 97 13166 97 3,800,000.00 120 360 7.46% 7.46% 20010601 7 N Y
GECMC2001-1 98 760020928 98 3,700,000.00 120 360 7.50% 7.50% 20010501 5 N Y
GECMC2001-1 99 760020605 99 3,675,000.00 120 360 7.75% 7.75% 20010301 5 N Y
GECMC2001-1 100 760017387 100 3,500,000.00 120 360 8.35% 8.35% 20010301 5 N Y
GECMC2001-1 101 16133 101 3,425,000.00 120 360 7.43% 7.43% 20010210 0 N Y
GECMC2001-1 102 14093 102 3,400,000.00 120 360 7.42% 7.42% 20010201 7 N Y
GECMC2001-1 103 760020496 103 3,300,000.00 120 360 7.50% 7.50% 20010401 5 N Y
GECMC2001-1 104 13209 104 3,250,000.00 120 360 7.86% 7.86% 20010201 7 N N
GECMC2001-1 105 13902 105 3,200,000.00 120 360 7.73% 7.73% 20010410 0 N Y
GECMC2001-1 106 31317 106 3,150,000.00 120 360 7.90% 7.90% 20010201 5 N Y
GECMC2001-1 107 10615 107 3,150,000.00 120 240 7.35% 7.35% 20010201 7 N N
GECMC2001-1 108 13115 108 3,130,000.00 120 360 8.16% 8.16% 20010101 7 N Y
GECMC2001-1 109 760020708 109 3,100,000.00 120 360 7.38% 7.38% 20010401 5 N Y
GECMC2001-1 110 760020132 110 3,101,000.00 120 360 7.73% 7.73% 20010201 5 N Y
GECMC2001-1 111 12820 111 3,040,000.00 120 360 7.66% 7.66% 20010101 7 N N
GECMC2001-1 112 760020861 112 2,970,000.00 120 360 7.53% 7.53% 20010401 5 N Y
GECMC2001-1 113 760020376 113 2,880,000.00 120 360 7.52% 7.52% 20010301 5 N N
GECMC2001-1 114 760020288 114 2,875,000.00 120 360 8.10% 8.10% 20010201 5 N Y
GECMC2001-1 115 760015157 115 2,850,000.00 120 240 7.63% 7.63% 20010201 5 N Y
GECMC2001-1 116 13701 116 2,750,000.00 120 360 7.75% 7.75% 20010201 10 N N
GECMC2001-1 117 29474 117 2,700,000.00 120 300 8.65% 8.65% 20010201 5 N Y
GECMC2001-1 118 16973 118 2,650,000.00 120 360 7.75% 7.75% 20010601 7 N Y
GECMC2001-1 119 760015962 119 2,582,000.00 120 360 8.15% 8.15% 20010401 5 N Y
GECMC2001-1 120 15813 120 2,520,000.00 120 360 7.39% 7.39% 20010610 0 N Y
GECMC2001-1 121 16759 121 2,500,000.00 240 240 8.14% 8.14% 20010101 7 N N
GECMC2001-1 122 760016019 122 2,385,000.00 120 360 8.13% 8.13% 20010201 5 N Y
GECMC2001-1 123 15811 123 2,360,000.00 120 360 7.47% 7.47% 20010501 7 N Y
GECMC2001-1 124 760020189 124 2,350,000.00 120 360 7.75% 7.75% 20010301 5 N Y
GECMC2001-1 125 16147 125 2,343,750.00 120 360 8.25% 8.25% 20010310 0 N Y
GECMC2001-1 126 760017309 126 2,325,000.00 120 360 7.75% 7.75% 20010201 5 N Y
GECMC2001-1 127 760020656 127 2,275,000.00 120 360 7.68% 7.68% 20010501 5 N Y
GECMC2001-1 128 760020969 128 2,200,000.00 120 360 7.60% 7.60% 20010501 5 N Y
GECMC2001-1 129 760021169 129 2,200,000.00 120 360 7.59% 7.59% 20010401 5 N Y
GECMC2001-1 130 760016780 130 2,200,000.00 120 360 8.09% 8.09% 20010201 5 N Y
GECMC2001-1 131 760017119 131 2,200,000.00 120 360 7.75% 7.75% 20010201 5 N Y
GECMC2001-1 132 760016593 132 2,200,000.00 120 360 8.25% 8.25% 20001201 5 N Y
GECMC2001-1 133 760015053 133 2,208,000.00 120 360 8.14% 8.14% 20000501 5 N Y
GECMC2001-1 134 760020142 134 2,140,000.00 120 360 7.50% 7.50% 20010501 5 N Y
GECMC2001-1 135 760020864 135 2,030,000.00 120 360 7.53% 7.53% 20010401 5 N Y
GECMC2001-1 136 760020806 136 2,000,000.00 120 360 7.75% 7.75% 20010501 5 N Y
GECMC2001-1 137 760021278 137 1,900,000.00 120 360 7.75% 7.75% 20010301 5 N Y
GECMC2001-1 138 760015321 138 1,900,000.00 120 360 8.15% 8.15% 20000801 5 N Y
GECMC2001-1 139 760017015 139 1,825,000.00 120 360 7.75% 7.75% 20010201 5 N Y
GECMC2001-1 140 760017300 140 1,800,000.00 120 360 8.29% 8.29% 20010201 5 N Y
GECMC2001-1 141 760020867 141 1,750,000.00 120 360 7.53% 7.53% 20010401 5 N Y
GECMC2001-1 142 760020737 142 1,720,000.00 120 360 7.72% 7.72% 20010501 5 N Y
GECMC2001-1 143 760020667 143 1,700,000.00 120 300 7.75% 7.75% 20010601 5 N Y
GECMC2001-1 144 760020386 144 1,600,000.00 120 360 7.52% 7.52% 20010301 5 N N
GECMC2001-1 145 760020452 145 1,522,000.00 120 360 7.30% 7.30% 20010401 5 N Y
GECMC2001-1 146 760020286 146 1,500,000.00 120 360 8.10% 8.10% 20010201 5 N Y
GECMC2001-1 147 760017407 147 1,400,000.00 120 360 7.58% 7.58% 20010501 5 N Y
GECMC2001-1 148 760016731 148 1,350,000.00 120 300 8.13% 8.13% 20010201 5 N Y
GECMC2001-1 149 13898 149 1,320,000.00 120 360 7.50% 7.50% 20010201 7 N Y
GECMC2001-1 150 760020866 150 930,000.00 120 360 7.53% 7.53% 20010401 5 N Y
GECMC2001-1 151 760020865 151 925,000.00 120 360 7.53% 7.53% 20010401 5 N Y
EXHIBIT B (cont'd)
- -------------------------------------------------------------------------------------------------------------------------------
1 14 15 16 17 18 19 20 21 22
Int Interest Interest Payment Prepay Yield Prepay Prepay ARM
Transaction Rate Accrual In Arrears Type Lock Out Maint Premium Terms Index
ID Type Method (y n) Code End Date End Date End Date Desc Code
- -------------------------------------------------------------------------------------------------------------------------------
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(25),D(91),O(4) N/A
GECMC2001-1 1 3 Y 2 20030609 N/A N/A L(26),D(90),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(26),D(90),O(4) N/A
GECMC2001-1 1 3 Y 7 20030531 N/A N/A L(29),D(88),O(3) N/A
GECMC2001-1
GECMC2001-1
GECMC2001-1
GECMC2001-1
GECMC2001-1
GECMC2001-1
GECMC2001-1
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(25),D(91),O(4) N/A
GECMC2001-1 1 3 Y 7 20030610 N/A N/A L(26),D(90),O(4) N/A
GECMC2001-1 1 3 Y 2 20030609 N/A N/A L(28),D(85),O(7) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(26),D(90),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(25),D(91),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(28),D(88),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(30),D(87),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(30),D(87),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(30),D(87),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(28),D(89),O(3) N/A
GECMC2001-1 1 3 Y 2 20030609 N/A N/A L(24),D(92),O(4) N/A
GECMC2001-1 1 3 Y 2 20030609 N/A N/A L(29),D(87),O(4) N/A
GECMC2001-1 1 3 Y 2 20030609 N/A N/A L(27),D(92),O(3) N/A
GECMC2001-1 1 3 Y 7 20050228 N/A N/A L(47),D(72),O(1) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(28),D(89),O(3) N/A
GECMC2001-1 1 1 Y 1 20030531 N/A N/A L(26),D(75),O(37) N/A
GECMC2001-1 1 3 Y 7 20030531 N/A N/A L(31),D(85),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(29),D(90),O(1) N/A
GECMC2001-1
GECMC2001-1
GECMC2001-1
GECMC2001-1
GECMC2001-1 1 3 Y 2 20041231 N/A N/A L(47),D(72),O(1) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(28),D(89),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(27),D(90),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(28),D(86),O(6) N/A
GECMC2001-1
GECMC2001-1
GECMC2001-1
GECMC2001-1
GECMC2001-1
GECMC2001-1
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(28),D(88),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(26),D(90),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(27),D(30),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(25),D(91),O(4) N/A
GECMC2001-1 1 3 Y 2 20050331 N/A N/A L(47),D(72),O(1) N/A
GECMC2001-1 1 3 Y 7 20030531 N/A N/A L(27),D(90),O(3) N/A
GECMC2001-1 1 3 Y 2 20030609 N/A N/A L(24),D(92),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(29),D(88),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(26),D(90),O(4) N/A
GECMC2001-1 1 3 Y 2 20040229 N/A N/A L(35),D(84),O(1) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(29),D(88),O(3) N/A
GECMC2001-1 1 3 Y 2 20050228 N/A N/A L(47),D(72),O(1) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(26),D(90),O(4) N/A
GECMC2001-1 1 3 Y 2 20040229 N/A N/A L(35),D(83),O(2) N/A
GECMC2001-1 1 3 Y 7 20030531 N/A N/A L(27),D(90),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(27),D(90),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(25),D(91),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(28),D(89),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(28),D(89),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(29),D(88),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(27),D(89),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(26),D(90),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(29),D(29),O(2) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(29),D(88),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(28),D(89),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(25),D(83),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(24),D(91),O(5) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(27),D(90),O(3) N/A
GECMC2001-1 1 3 Y 2 20030609 N/A N/A L(27),D(86),O(7) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(25),D(91),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(26),D(90),O(4) N/A
GECMC2001-1 1 3 Y 2 20041231 20151231 N/A L(47),YM or 1%(132),0(1) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(26),D(93),O(1) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(25),D(91),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(27),D(90),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(27),D(90),O(3) N/A
GECMC2001-1 1 3 Y 2 20030609 N/A N/A L(28),D(88),O(4) N/A
GECMC2001-1 1 3 Y 2 20050331 N/A N/A L(47),D(72),O(1) N/A
GECMC2001-1 1 3 Y 2 20041231 N/A N/A L(47),D(72),O(1) N/A
GECMC2001-1 1 3 Y 2 20040229 N/A N/A L(35),D(83),O(2) N/A
GECMC2001-1 1 3 Y 7 20030531 N/A N/A L(27),D(90),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(28),D(89),O(3) N/A
GECMC2001-1 1 3 Y 2 20030609 N/A N/A L(28),D(85),O(7) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(26),D(90),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(26),D(90),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(27),D(90),O(3) N/A
GECMC2001-1 1 3 Y 2 20030609 N/A N/A L(28),D(88),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(25),D(89),O(3) N/A
GECMC2001-1 1 3 Y 2 20030609 N/A N/A L(29),D(87),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(31),D(85),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(26),D(90),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(28),D(89),O(3) N/A
GECMC2001-1 1 3 Y 2 20030609 N/A N/A L(28),D(88),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(27),D(30),O(3) N/A
GECMC2001-1 1 3 Y 2 20041130 N/A N/A L(47),D(72),O(1) N/A
GECMC2001-1 1 3 Y 7 20030531 N/A N/A L(27),D(90),O(3) N/A
GECMC2001-1 1 3 Y 2 20030609 N/A N/A L(28),D(88),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(26),D(90),O(4) N/A
GECMC2001-1 1 3 Y 7 20030531 N/A N/A L(27),D(90),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(25),D(91),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(26),D(90),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(28),D(89),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(27),D(90),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(26),D(90),O(4) N/A
GECMC2001-1 1 3 Y 2 20030609 N/A N/A L(24),D(92),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(31),D(86),O(3) N/A
GECMC2001-1 1 3 Y 2 20030609 N/A N/A L(26),D(90),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(30),D(87),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(26),D(90),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(26),D(90),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(24),D(92),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(25),D(91),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(27),D(90),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(27),D(90),O(3) N/A
GECMC2001-1 1 3 Y 2 20030609 N/A N/A L(28),D(88),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(28),D(88),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(26),D(89),O(5) N/A
GECMC2001-1 1 3 Y 7 20030531 N/A N/A L(28),D(88),O(4) N/A
GECMC2001-1 1 3 Y 2 20030609 N/A N/A L(26),D(90),O(4) N/A
GECMC2001-1 1 3 Y 2 20041231 N/A N/A L(47),D(72),O(1) N/A
GECMC2001-1 1 3 Y 7 20030531 N/A N/A L(28),D(88),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(29),D(87),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(26),D(90),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(28),D(89),O(3) N/A
GECMC2001-1 1 3 Y 7 20030531 N/A N/A L(29),D(87),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(26),D(90),O(4) N/A
GECMC2001-1 1 3 Y 7 20030531 N/A N/A L(27),D(90),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(28),D(89),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(28),D(89),O(3) N/A
GECMC2001-1 1 3 Y 7 20030531 N/A N/A L(28),D(88),O(4) N/A
GECMC2001-1 1 3 Y 2 20041231 N/A N/A L(47),D(72),O(1) N/A
GECMC2001-1 1 3 Y 2 20060430 N/A 20110131 L(59),5%(24),4%(24),1%(9),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(26),D(90),O(4) N/A
GECMC2001-1 1 3 Y 2 20030609 N/A N/A L(24),D(92),O(4) N/A
GECMC2001-1 1 3 Y 1 20030531 N/A N/A L(29),D(174),O(37) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(28),D(89),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(25),D(91),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(27),D(90),O(3) N/A
GECMC2001-1 1 3 Y 2 20030609 N/A N/A L(27),D(89),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(28),D(89),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(25),D(91),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(25),D(91),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(26),D(90),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(28),D(89),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(28),D(89),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(30),D(87),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(37),D(79),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(25),D(91),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(26),D(90),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(25),D(91),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(27),D(90),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(34),D(83),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(28),D(89),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(28),D(89),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(26),D(90),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(25),D(91),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(24),D(92),O(4) N/A
GECMC2001-1 1 3 Y 7 20030531 N/A N/A L(27),D(90),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(26),D(90),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(28),D(89),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(25),D(91),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(28),D(89),O(3) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(28),D(88),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(26),D(90),O(4) N/A
GECMC2001-1 1 3 Y 2 20030531 N/A N/A L(26),D(90),O(4) N/A
EXHIBIT B (cont'd)
- ------------------------------------------------------------------------------------------------------------------------------------
1 23 24 25 26 27 28 29 30 31
First Rate First Pmt ARM Lifetime Lifetime Periodic Rate Periodic Rate Periodic Pay Periodic Pay
Transaction Adjust Adjust Margin Rate Rate Increase Decrease Adjust Adjust
ID Date Date Cap Floor Limit Limit Max % Max $
- ------------------------------------------------------------------------------------------------------------------------------------
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1
GECMC2001-1
GECMC2001-1
GECMC2001-1
GECMC2001-1
GECMC2001-1
GECMC2001-1
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1
GECMC2001-1
GECMC2001-1
GECMC2001-1
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1
GECMC2001-1
GECMC2001-1
GECMC2001-1
GECMC2001-1
GECMC2001-1
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
GECMC2001-1 N/A N/A N/A N/A N/A N/A N/A N/A N/A
EXHIBIT B (cont'd)
- ------------------------------------------------------------------------------------------------------------------------------
1 32 33 34 35 36 37 38 39 40
Index Neg Am Max Neg Max
Transaction Pmt Rate Reset Pay Reset Rounding Rounding Lookback Allowed Allowed Negate
ID Freq Freq Freq Code Increm in Days (y n) (% of orig bal) Allow ($)
- ------------------------------------------------------------------------------------------------------------------------------
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1
GECMC2001-1
GECMC2001-1
GECMC2001-1
GECMC2001-1
GECMC2001-1
GECMC2001-1
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1
GECMC2001-1
GECMC2001-1
GECMC2001-1
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1
GECMC2001-1
GECMC2001-1
GECMC2001-1
GECMC2001-1
GECMC2001-1
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
GECMC2001-1 1 N/A N/A N/A N/A N/A N N/A N/A
EXHIBIT B (cont'd)
- ---------------------------------------------------------------------------------------------------------------------------
1 41 42 43 44 45 46 47 48
Remain Remain Amort Maturity Sched Note Servicer & Fee Rate / Fee Rate /
Transaction Term at Term at Date at Prin Bal at Rate at Trustee Strip Rate Strip Rate
ID Secur Secur Secur Secur Secur Fee Rate 1 2
- ---------------------------------------------------------------------------------------------------------------------------
GECMC2001-1 119 359 20110401 49,959,015.42 7.00% 0.05125% N/A N/A
GECMC2001-1 118 358 20110310 37,448,913.75 7.25% 0.05125% N/A N/A
GECMC2001-1 118 358 20110301 33,755,089.64 7.35% 0.05125% N/A N/A
GECMC2001-1 115 295 20101201 32,891,734.74 8.25% 0.05125% N/A N/A
GECMC2001-1 4,692,279.90
GECMC2001-1 5,153,119.05
GECMC2001-1 4,017,788.92
GECMC2001-1 2,947,639.03
GECMC2001-1 3,344,492.08
GECMC2001-1 3,269,858.23
GECMC2001-1 9,466,557.53
GECMC2001-1 119 359 20110401 28,978,304.84 7.46% 0.05125% N/A N/A
GECMC2001-1 118 358 20110311 28,963,183.11 7.53% 0.05125% N/A N/A
GECMC2001-1 116 296 20110110 25,882,222.13 7.60% 0.05125% N/A N/A
GECMC2001-1 118 358 20110301 25,115,567.61 7.23% 0.05125% N/A N/A
GECMC2001-1 119 359 20110401 22,981,698.12 7.15% 0.05125% N/A N/A
GECMC2001-1 116 356 20110101 22,093,594.24 7.50% 0.05125% N/A N/A
GECMC2001-1 114 294 20101101 17,903,946.40 8.85% 0.05125% N/A N/A
GECMC2001-1 114 354 20101101 17,856,619.61 8.06% 0.05125% N/A N/A
GECMC2001-1 114 354 20101101 17,408,336.26 8.06% 0.05125% N/A N/A
GECMC2001-1 116 356 20110101 17,299,337.93 7.63% 0.05125% N/A N/A
GECMC2001-1 120 360 20110510 16,350,000.00 7.75% 0.12125% N/A N/A
GECMC2001-1 115 355 20101210 16,286,077.98 7.50% 0.05125% N/A N/A
GECMC2001-1 117 357 20110210 15,936,640.14 7.63% 0.05125% N/A N/A
GECMC2001-1 118 298 20110301 15,218,620.52 7.55% 0.05125% N/A N/A
GECMC2001-1 116 356 20110101 14,805,232.67 7.25% 0.05125% N/A N/A
GECMC2001-1 236 236 20210101 13,704,639.53 7.89% 0.05125% N/A N/A
GECMC2001-1 113 353 20101001 13,509,526.89 7.88% 0.10125% N/A N/A
GECMC2001-1 115 355 20101201 13,160,212.12 8.23% 0.05125% N/A N/A
GECMC2001-1 3,314,977.67
GECMC2001-1 3,788,545.91
GECMC2001-1 2,193,368.69
GECMC2001-1 3,863,319.85
GECMC2001-1 116 356 20110101 13,065,195.94 8.10% 0.05125% N/A N/A
GECMC2001-1 116 356 20110101 12,665,291.32 7.96% 0.05125% N/A N/A
GECMC2001-1 117 357 20110201 11,970,565.46 7.50% 0.05125% N/A N/A
GECMC2001-1 116 296 20110101 11,782,659.01 7.75% 0.05125% N/A N/A
GECMC2001-1 2,456,203.84
GECMC2001-1 2,135,829.43
GECMC2001-1 1,210,303.34
GECMC2001-1 2,171,426.59
GECMC2001-1 1,601,872.07
GECMC2001-1 2,207,023.74
GECMC2001-1 116 356 20110101 11,745,626.39 7.35% 0.05125% N/A N/A
GECMC2001-1 118 358 20110301 11,584,817.87 7.41% 0.05125% N/A N/A
GECMC2001-1 57 357 20060201 11,221,447.66 7.30% 0.05125% N/A N/A
GECMC2001-1 119 359 20110401 10,592,133.26 7.50% 0.05125% N/A N/A
GECMC2001-1 119 359 20110401 10,241,843.73 7.15% 0.05125% N/A N/A
GECMC2001-1 117 357 20110201 10,207,985.07 7.52% 0.05125% N/A N/A
GECMC2001-1 120 360 20110510 10,115,000.00 7.73% 0.05125% N/A N/A
GECMC2001-1 115 355 20101201 9,687,614.97 7.78% 0.05125% N/A N/A
GECMC2001-1 118 358 20110301 9,487,377.26 7.35% 0.05125% N/A N/A
GECMC2001-1 118 358 20110301 9,438,215.98 7.60% 0.05125% N/A N/A
GECMC2001-1 115 319 20101201 9,263,489.65 8.36% 0.05125% N/A N/A
GECMC2001-1 118 358 20110301 8,839,795.42 7.90% 0.05125% N/A N/A
GECMC2001-1 118 298 20110301 8,733,816.76 8.10% 0.05125% N/A N/A
GECMC2001-1 118 358 20110301 8,539,488.35 7.66% 0.05125% N/A N/A
GECMC2001-1 117 357 20110201 8,179,954.80 7.52% 0.05125% N/A N/A
GECMC2001-1 117 357 20110201 8,140,817.61 7.75% 0.05125% N/A N/A
GECMC2001-1 119 359 20110401 7,914,015.48 7.41% 0.05125% N/A N/A
GECMC2001-1 116 296 20110101 7,566,388.53 7.75% 0.05125% N/A N/A
GECMC2001-1 116 356 20110101 7,478,404.25 7.70% 0.05125% N/A N/A
GECMC2001-1 115 355 20101201 7,475,671.21 7.90% 0.05125% N/A N/A
GECMC2001-1 117 357 20110201 7,282,154.88 7.52% 0.05125% N/A N/A
GECMC2001-1 118 358 20110301 7,190,624.09 7.43% 0.05125% N/A N/A
GECMC2001-1 55 355 20051201 6,878,359.41 8.05% 0.05125% N/A N/A
GECMC2001-1 115 319 20101201 6,773,304.24 8.36% 0.05125% N/A N/A
GECMC2001-1 116 296 20110101 6,772,569.75 8.32% 0.05125% N/A N/A
GECMC2001-1 110 350 20100701 6,598,935.40 8.63% 0.05125% N/A N/A
GECMC2001-1 120 360 20110501 6,535,000.00 7.36% 0.05125% N/A N/A
GECMC2001-1 117 357 20110201 6,457,783.39 7.75% 0.05125% N/A N/A
GECMC2001-1 117 357 20110210 6,433,906.95 7.40% 0.05125% N/A N/A
GECMC2001-1 119 359 20110401 6,195,668.03 7.80% 0.05125% N/A N/A
GECMC2001-1 118 358 20110301 6,192,268.69 7.60% 0.05125% N/A N/A
GECMC2001-1 176 356 20160101 6,082,610.39 7.75% 0.05125% N/A N/A
GECMC2001-1 118 358 20110301 6,042,021.67 7.38% 0.05125% N/A N/A
GECMC2001-1 119 359 20110401 5,802,690.36 7.50% 0.05125% N/A N/A
GECMC2001-1 117 357 20110201 5,706,779.63 7.85% 0.05125% N/A N/A
GECMC2001-1 117 357 20110201 5,686,600.52 7.75% 0.05125% N/A N/A
GECMC2001-1 116 356 20110110 5,583,875.17 7.70% 0.11125% N/A N/A
GECMC2001-1 119 359 20110401 5,521,100.51 7.75% 0.05125% N/A N/A
GECMC2001-1 116 356 20110101 5,485,239.19 8.05% 0.05125% N/A N/A
GECMC2001-1 118 358 20110301 5,428,318.02 7.66% 0.05125% N/A N/A
GECMC2001-1 117 357 20110201 5,426,701.72 7.52% 0.05125% N/A N/A
GECMC2001-1 116 356 20110101 5,384,605.93 7.75% 0.05125% N/A N/A
GECMC2001-1 116 356 20110110 5,343,121.94 7.25% 0.05125% N/A N/A
GECMC2001-1 118 358 20110301 5,293,133.12 7.45% 0.05125% N/A N/A
GECMC2001-1 118 358 20110301 5,233,566.08 7.66% 0.05125% N/A N/A
GECMC2001-1 117 357 20110201 5,107,441.28 7.50% 0.05125% N/A N/A
GECMC2001-1 116 296 20110110 5,026,756.37 7.50% 0.05125% N/A N/A
GECMC2001-1 116 356 20110101 4,985,379.03 7.77% 0.05125% N/A N/A
GECMC2001-1 115 355 20101210 4,899,410.32 8.00% 0.05125% N/A N/A
GECMC2001-1 113 353 20101001 4,855,381.09 8.31% 0.05125% N/A N/A
GECMC2001-1 118 358 20110301 4,836,549.18 7.99% 0.05125% N/A N/A
GECMC2001-1 116 356 20110101 4,735,850.65 7.53% 0.05125% N/A N/A
GECMC2001-1 116 356 20110110 4,650,540.99 7.33% 0.05125% N/A N/A
GECMC2001-1 57 357 20060201 4,639,068.86 7.75% 0.05125% N/A N/A
GECMC2001-1 115 355 20101201 4,634,916.18 7.90% 0.05125% N/A N/A
GECMC2001-1 117 357 20110201 4,628,657.35 7.52% 0.05125% N/A N/A
GECMC2001-1 116 356 20110110 4,586,215.40 7.50% 0.05125% N/A N/A
GECMC2001-1 118 360 20110301 4,580,000.00 7.53% 0.05125% N/A N/A
GECMC2001-1 117 357 20110201 4,516,931.13 7.52% 0.05125% N/A N/A
GECMC2001-1 119 359 20110401 4,316,722.66 7.39% 0.05125% N/A N/A
GECMC2001-1 118 360 20110301 4,215,000.00 7.53% 0.05125% N/A N/A
GECMC2001-1 116 356 20110101 4,120,614.84 7.50% 0.05125% N/A N/A
GECMC2001-1 117 297 20110201 4,035,349.16 7.57% 0.05125% N/A N/A
GECMC2001-1 118 262 20110301 3,988,538.72 7.33% 0.05125% N/A N/A
GECMC2001-1 120 360 20110510 3,975,000.00 7.44% 0.05125% N/A N/A
GECMC2001-1 113 353 20101001 3,934,857.28 8.51% 0.05125% N/A N/A
GECMC2001-1 118 358 20110310 3,895,322.07 7.75% 0.05125% N/A N/A
GECMC2001-1 114 354 20101101 3,869,859.07 8.27% 0.05125% N/A N/A
GECMC2001-1 118 358 20110301 3,845,149.59 7.56% 0.05125% N/A N/A
GECMC2001-1 118 358 20110301 3,820,106.72 7.50% 0.05125% N/A N/A
GECMC2001-1 120 360 20110501 3,800,000.00 7.46% 0.05125% N/A N/A
GECMC2001-1 119 359 20110401 3,697,254.06 7.50% 0.05125% N/A N/A
GECMC2001-1 117 357 20110201 3,666,360.86 7.75% 0.05125% N/A N/A
GECMC2001-1 117 357 20110201 3,492,564.67 8.35% 0.05125% N/A N/A
GECMC2001-1 116 356 20110110 3,414,592.71 7.43% 0.05125% N/A N/A
GECMC2001-1 116 356 20110101 3,389,648.13 7.42% 0.05125% N/A N/A
GECMC2001-1 118 358 20110301 3,295,778.33 7.50% 0.05125% N/A N/A
GECMC2001-1 116 356 20110101 3,240,937.29 7.86% 0.05125% N/A N/A
GECMC2001-1 118 358 20110310 3,196,141.64 7.73% 0.05125% N/A N/A
GECMC2001-1 116 356 20110101 3,141,286.52 7.90% 0.05125% N/A N/A
GECMC2001-1 116 236 20110101 3,126,608.62 7.35% 0.05125% N/A N/A
GECMC2001-1 115 355 20101201 3,120,424.83 8.16% 0.12125% N/A N/A
GECMC2001-1 118 358 20110301 3,095,911.94 7.38% 0.05125% N/A N/A
GECMC2001-1 116 356 20110101 3,092,124.33 7.73% 0.05125% N/A N/A
GECMC2001-1 115 355 20101201 3,029,598.59 7.66% 0.05125% N/A N/A
GECMC2001-1 118 360 20110301 2,970,000.00 7.53% 0.05125% N/A N/A
GECMC2001-1 117 357 20110201 2,872,959.74 7.52% 0.05125% N/A N/A
GECMC2001-1 116 356 20110101 2,867,361.70 8.10% 0.05125% N/A N/A
GECMC2001-1 116 236 20110101 2,829,544.66 7.63% 0.05125% N/A N/A
GECMC2001-1 116 356 20110101 2,742,160.41 7.75% 0.15125% N/A N/A
GECMC2001-1 116 296 20110101 2,689,679.73 8.65% 0.05125% N/A N/A
GECMC2001-1 120 360 20110501 2,650,000.00 7.75% 0.05125% N/A N/A
GECMC2001-1 118 358 20110301 2,579,216.28 8.15% 0.05125% N/A N/A
GECMC2001-1 120 360 20110510 2,520,000.00 7.39% 0.05125% N/A N/A
GECMC2001-1 235 235 20201201 2,479,440.48 8.14% 0.12125% N/A N/A
GECMC2001-1 116 356 20110101 2,378,701.88 8.13% 0.05125% N/A N/A
GECMC2001-1 119 359 20110401 2,358,237.99 7.47% 0.05125% N/A N/A
GECMC2001-1 117 357 20110201 2,344,475.65 7.75% 0.05125% N/A N/A
GECMC2001-1 117 357 20110210 2,338,686.69 8.25% 0.05125% N/A N/A
GECMC2001-1 116 356 20110101 2,318,372.01 7.75% 0.05125% N/A N/A
GECMC2001-1 119 359 20110401 2,273,371.53 7.68% 0.05125% N/A N/A
GECMC2001-1 119 359 20110401 2,198,399.69 7.60% 0.05125% N/A N/A
GECMC2001-1 118 358 20110301 2,197,249.56 7.59% 0.05125% N/A N/A
GECMC2001-1 116 356 20110101 2,194,143.23 8.09% 0.05125% N/A N/A
GECMC2001-1 116 356 20110101 2,193,728.34 7.75% 0.05125% N/A N/A
GECMC2001-1 114 354 20101101 2,191,954.30 8.25% 0.05125% N/A N/A
GECMC2001-1 107 347 20100401 2,191,121.28 8.14% 0.05125% N/A N/A
GECMC2001-1 119 359 20110401 2,138,411.81 7.50% 0.05125% N/A N/A
GECMC2001-1 118 360 20110301 2,030,000.00 7.53% 0.05125% N/A N/A
GECMC2001-1 119 359 20110401 1,998,588.43 7.75% 0.05125% N/A N/A
GECMC2001-1 117 357 20110201 1,895,533.52 7.75% 0.05125% N/A N/A
GECMC2001-1 110 350 20100701 1,889,048.57 8.15% 0.05125% N/A N/A
GECMC2001-1 116 356 20110101 1,819,797.39 7.75% 0.05125% N/A N/A
GECMC2001-1 116 356 20110101 1,795,398.52 8.29% 0.05125% N/A N/A
GECMC2001-1 118 360 20110301 1,750,000.00 7.53% 0.05125% N/A N/A
GECMC2001-1 119 359 20110401 1,718,778.68 7.72% 0.05125% N/A N/A
GECMC2001-1 120 300 20110501 1,700,000.00 7.75% 0.05125% N/A N/A
GECMC2001-1 117 357 20110201 1,596,088.74 7.52% 0.05125% N/A N/A
GECMC2001-1 118 358 20110301 1,519,952.24 7.30% 0.05125% N/A N/A
GECMC2001-1 116 356 20110101 1,496,014.78 8.10% 0.05125% N/A N/A
GECMC2001-1 119 359 20110401 1,398,977.52 7.58% 0.05125% N/A N/A
GECMC2001-1 116 296 20110101 1,344,383.86 8.13% 0.05125% N/A N/A
GECMC2001-1 116 356 20110101 1,316,044.43 7.50% 0.05125% N/A N/A
GECMC2001-1 118 360 20110301 930,000.00 7.53% 0.05125% N/A N/A
GECMC2001-1 118 360 20110301 925,000.00 7.53% 0.05125% N/A N/A
EXHIBIT B (cont'd)
- -----------------------------------------------------------------------------------------------------------------------------------
1 49 50 51 52 53 54 55
Fee Rate / Fee Rate / Fee Rate / Net Rate Periodic #
Transaction Strip Rate Strip Rate Strip Rate at P&I Pmt at of Prop
ID 3 4 5 Secur Secur Prop Name
- -----------------------------------------------------------------------------------------------------------------------------------
GECMC2001-1 N/A N/A N/A 6.95% 332,651.25 1 59 Maiden Lane
GECMC2001-1 N/A N/A N/A 7.20% 255,816.11 1 Long Wharf Maritime Center I
GECMC2001-1 N/A N/A N/A 7.30% 232,872.57 1 818 West Seventh Street
GECMC2001-1 N/A N/A N/A 8.20% 260,607.21 7 EII Portfolio II
GECMC2001-1 1 Hampton Inn-State College
GECMC2001-1 1 Hampton Inn-Madison Heights
GECMC2001-1 1 Hampton Inn-Dublin
GECMC2001-1 1 Hampton Inn Airport-Charleston
GECMC2001-1 1 Hampton Inn Mountain Brook-Birmingham
GECMC2001-1 1 Comfort Inn-Rutland
GECMC2001-1 1 Homewood Suites-Windsor Locks
GECMC2001-1 N/A N/A N/A 7.41% 201,978.49 1 Shoppes at Dadeland
GECMC2001-1 N/A N/A N/A 7.48% 203,368.27 1 Pescadero Apartments
GECMC2001-1 N/A N/A N/A 7.55% 193,832.08 1 Information Resources
GECMC2001-1 N/A N/A N/A 7.18% 171,226.30 1 Civic Executive Center
GECMC2001-1 N/A N/A N/A 7.10% 155,343.55 1 510 Fifth Avenue
GECMC2001-1 N/A N/A N/A 7.45% 154,945.94 1 College Park Apartments
GECMC2001-1 N/A N/A N/A 8.80% 149,210.74 1 Hawthorn Suites
GECMC2001-1 N/A N/A N/A 8.01% 132,277.82 1 Synergy Business Park - Columbia I
GECMC2001-1 N/A N/A N/A 8.01% 128,957.04 1 Synergy Business Park - Columbia II
GECMC2001-1 N/A N/A N/A 7.58% 122,861.90 1 1400 Eye Street Office Building
GECMC2001-1 N/A N/A N/A 7.63% 117,133.40 1 Juncos Plaza
GECMC2001-1 N/A N/A N/A 7.45% 114,279.62 1 West Campus Square Shopping Center
GECMC2001-1 N/A N/A N/A 7.57% 113,070.05 1 L & C Tower and Garage
GECMC2001-1 N/A N/A N/A 7.50% 113,192.60 1 The Shops at Windsor Green
GECMC2001-1 N/A N/A N/A 7.20% 101,316.82 1 Tree Trail Apartments
GECMC2001-1 N/A N/A N/A 7.84% 114,490.67 1 Roswell Corners Shopping Center
GECMC2001-1 N/A N/A N/A 7.78% 98,439.02 1 First USA Building
GECMC2001-1 N/A N/A N/A 8.17% 98,935.29 4 Ingles Portfolio
GECMC2001-1 1 Black Mountain Shopping Center
GECMC2001-1 1 Marion Shopping Center
GECMC2001-1 1 Adams Square Shopping Center
GECMC2001-1 1 Hull Shopping Center
GECMC2001-1 N/A N/A N/A 8.05% 97,037.95 1 Reservoir Corporate Center
GECMC2001-1 N/A N/A N/A 7.91% 92,834.21 1 Iron Horse Shopping Center
GECMC2001-1 N/A N/A N/A 7.45% 83,905.74 1 Carlsbad Corporate Plaza
GECMC2001-1 N/A N/A N/A 7.70% 89,393.16 6 Security Portfolio V
GECMC2001-1 1 9555 Forest Lane
GECMC2001-1 1 3335 West Northwest Highway
GECMC2001-1 1 4620 Pan American Freeway
GECMC2001-1 1 121 Old Broadmoor Road
GECMC2001-1 1 3061 Wood Avenue
GECMC2001-1 1 8100 South Main
GECMC2001-1 N/A N/A N/A 7.30% 81,174.69 1 The Exchange at Austin
GECMC2001-1 N/A N/A N/A 7.36% 80,395.21 1 Fair Lakes - Uptons
GECMC2001-1 N/A N/A N/A 7.25% 77,126.73 1 Park Pacific Apartments
GECMC2001-1 N/A N/A N/A 7.45% 74,116.74 1 Canyon Creek Plaza
GECMC2001-1 N/A N/A N/A 7.10% 69,229.19 1 Shaw's Plaza
GECMC2001-1 N/A N/A N/A 7.47% 71,690.81 1 98 Palms
GECMC2001-1 N/A N/A N/A 7.68% 72,325.35 1 Valley Parkway Health Center
GECMC2001-1 N/A N/A N/A 7.73% 69,836.88 1 Highland South
GECMC2001-1 N/A N/A N/A 7.30% 65,452.35 1 High House Crossing
GECMC2001-1 N/A N/A N/A 7.55% 66,724.06 1 Water Tower II
GECMC2001-1 N/A N/A N/A 8.31% 72,428.71 1 Plano Self Storage
GECMC2001-1 N/A N/A N/A 7.85% 64,322.28 1 Jantzen Park
GECMC2001-1 N/A N/A N/A 8.05% 68,114.59 1 Ontario Mills Country Suites
GECMC2001-1 N/A N/A N/A 7.60% 60,692.91 1 Clover Square
GECMC2001-1 N/A N/A N/A 7.47% 57,447.93 1 Magnolia Place
GECMC2001-1 N/A N/A N/A 7.70% 58,459.24 1 Porter Medical Plaza
GECMC2001-1 N/A N/A N/A 7.36% 54,890.52 1 Netherwood Commons
GECMC2001-1 N/A N/A N/A 7.70% 57,404.99 1 Sawtelle Self Storage
GECMC2001-1 N/A N/A N/A 7.65% 53,472.01 1 Fairway Estates Apartments
GECMC2001-1 N/A N/A N/A 7.85% 54,510.41 1 Rancho Monte Vista MHP
GECMC2001-1 N/A N/A N/A 7.47% 51,142.67 1 Stone Oak Physicians Plaza
GECMC2001-1 N/A N/A N/A 7.38% 49,998.78 1 611 Wilshire Building
GECMC2001-1 N/A N/A N/A 8.00% 50,870.47 1 Preston Valley View
GECMC2001-1 N/A N/A N/A 8.31% 52,958.63 1 Crown Valley Self Storage
GECMC2001-1 N/A N/A N/A 8.27% 53,933.07 1 Courtyard by Marriott - Manchester
GECMC2001-1 N/A N/A N/A 8.58% 51,662.05 1 Self Storage Plus
GECMC2001-1 N/A N/A N/A 7.31% 45,068.83 1 Kmart Plaza Albuquerque
GECMC2001-1 N/A N/A N/A 7.70% 46,373.36 1 Harvard Park East
GECMC2001-1 N/A N/A N/A 7.35% 44,658.50 1 Spectrum Office Building
GECMC2001-1 N/A N/A N/A 7.75% 44,631.97 1 Telcordia Technologies
GECMC2001-1 N/A N/A N/A 7.55% 43,776.63 1 Williamsburg Downs
GECMC2001-1 N/A N/A N/A 7.70% 43,701.15 1 524 Lamar
GECMC2001-1 N/A N/A N/A 7.33% 41,806.46 1 The Pavillion
GECMC2001-1 N/A N/A N/A 7.45% 40,603.39 1 Rolling Hills Executive Center
GECMC2001-1 N/A N/A N/A 7.80% 41,374.76 1 Avion Corporate Center
GECMC2001-1 N/A N/A N/A 7.70% 40,835.50 1 Arapahoe Medical Plaza I
GECMC2001-1 N/A N/A N/A 7.59% 39,925.77 1 Brighton Commons
GECMC2001-1 N/A N/A N/A 7.70% 39,581.78 1 67 Forest Street
GECMC2001-1 N/A N/A N/A 8.00% 40,548.92 1 360 Place Office Park
GECMC2001-1 N/A N/A N/A 7.60% 38,580.82 1 Warrington Plaza
GECMC2001-1 N/A N/A N/A 7.47% 38,111.80 1 Shoppes at Austin Square
GECMC2001-1 N/A N/A N/A 7.70% 38,686.26 1 Pepperwood Townhomes
GECMC2001-1 N/A N/A N/A 7.20% 36,564.65 1 Summit Creek II Apartments
GECMC2001-1 N/A N/A N/A 7.40% 36,877.08 1 Hunterwood Apartments
GECMC2001-1 N/A N/A N/A 7.61% 37,214.64 1 Annapolis Business Center
GECMC2001-1 N/A N/A N/A 7.45% 35,799.78 1 Partin-Settlement Plaza
GECMC2001-1 N/A N/A N/A 7.45% 37,319.06 1 Aramingo Village
GECMC2001-1 N/A N/A N/A 7.72% 35,886.68 1 Dal-Park Garage
GECMC2001-1 N/A N/A N/A 7.95% 36,064.53 1 Plaza 355
GECMC2001-1 N/A N/A N/A 8.26% 36,830.08 1 University Science Center
GECMC2001-1 N/A N/A N/A 7.94% 35,495.13 1 Walgreens - Las Vegas
GECMC2001-1 N/A N/A N/A 7.48% 33,310.32 1 The Highlands Mobile Home Park
GECMC2001-1 N/A N/A N/A 7.28% 32,077.04 1 Villa Mesa Apartments
GECMC2001-1 N/A N/A N/A 7.70% 33,313.17 1 One Ocean Plaza
GECMC2001-1 N/A N/A N/A 7.85% 33,796.45 1 Hamden Surgery and Medical Center
GECMC2001-1 N/A N/A N/A 7.47% 32,507.12 1 Office Depot/Goody's
GECMC2001-1 N/A N/A N/A 7.45% 32,163.87 1 Cromwell Business Park
GECMC2001-1 N/A N/A N/A 7.48% 32,118.16 1 North Star Village
GECMC2001-1 N/A N/A N/A 7.47% 31,722.47 1 Saufley Station
GECMC2001-1 N/A N/A N/A 7.34% 29,881.34 1 College Park Center (In-Line Retail Space)
GECMC2001-1 N/A N/A N/A 7.48% 29,558.53 1 Rockwood Village
GECMC2001-1 N/A N/A N/A 7.45% 28,898.54 1 Highland MHP
GECMC2001-1 N/A N/A N/A 7.52% 30,113.79 1 Storage USA - Manassas
GECMC2001-1 N/A N/A N/A 7.28% 30,554.99 1 Lowe's Boulevard
GECMC2001-1 N/A N/A N/A 7.39% 27,630.65 1 Corn Hill Apartments
GECMC2001-1 N/A N/A N/A 8.46% 30,400.08 1 Sam's Trail Plaza
GECMC2001-1 N/A N/A N/A 7.70% 27,940.08 1 Third and Williams Walgreens
GECMC2001-1 N/A N/A N/A 8.22% 29,233.82 1 Garfield Center
GECMC2001-1 N/A N/A N/A 7.51% 27,078.11 1 Laurel Canyon Office Plaza
GECMC2001-1 N/A N/A N/A 7.45% 26,744.95 1 Robious Hall Shopping Center
GECMC2001-1 N/A N/A N/A 7.41% 26,466.15 1 View Pointe Building
GECMC2001-1 N/A N/A N/A 7.45% 25,870.94 1 Battlefield Lakes Tech Center I and II
GECMC2001-1 N/A N/A N/A 7.70% 26,328.15 1 Huntwick Village Shopping Center
GECMC2001-1 N/A N/A N/A 8.30% 26,540.79 1 Aliso Viejo Specialty Shops
GECMC2001-1 N/A N/A N/A 7.38% 23,784.14 1 BWI Buidings 1&2
GECMC2001-1 N/A N/A N/A 7.37% 23,587.32 1 Oceanside Business-Park
GECMC2001-1 N/A N/A N/A 7.45% 23,074.08 1 Tomball Professional Atrium Building
GECMC2001-1 N/A N/A N/A 7.81% 23,530.93 1 Mill at White Clay
GECMC2001-1 N/A N/A N/A 7.68% 22,880.98 1 The Chattahoochee Building
GECMC2001-1 N/A N/A N/A 7.85% 22,894.37 1 Audubon II
GECMC2001-1 N/A N/A N/A 7.30% 25,088.05 1 'A' Commerce Center
GECMC2001-1 N/A N/A N/A 8.04% 23,316.90 1 Springtree Center
GECMC2001-1 N/A N/A N/A 7.33% 21,421.49 1 Redlands Ranch Mobile Home Park
GECMC2001-1 N/A N/A N/A 7.68% 22,173.10 1 Knight Port Apartments
GECMC2001-1 N/A N/A N/A 7.61% 21,590.17 1 Plaza Square Apartments
GECMC2001-1 N/A N/A N/A 7.48% 20,827.72 1 Bonner Springs Estates
GECMC2001-1 N/A N/A N/A 7.47% 20,176.83 1 59 West
GECMC2001-1 N/A N/A N/A 8.05% 21,296.50 1 CVS - Five Points
GECMC2001-1 N/A N/A N/A 7.58% 23,186.48 1 Vicksburg Crossing
GECMC2001-1 N/A N/A N/A 7.60% 19,701.34 1 Sunland Manor Apartments
GECMC2001-1 N/A N/A N/A 8.60% 22,014.73 1 Howard Johnson Plaza Resort
GECMC2001-1 N/A N/A N/A 7.70% 18,984.92 1 North Peachtree Perimeter Park Office Building
GECMC2001-1 N/A N/A N/A 8.10% 19,216.49 1 Walgreens - Lubbock
GECMC2001-1 N/A N/A N/A 7.34% 17,430.78 1 Village Walk Apartments
GECMC2001-1 N/A N/A N/A 8.02% 21,129.35 1 Eastern Self Storage
GECMC2001-1 N/A N/A N/A 8.08% 17,716.91 1 Durango Springs Plaza
GECMC2001-1 N/A N/A N/A 7.42% 16,453.01 1 Stansbury Park Plaza
GECMC2001-1 N/A N/A N/A 7.70% 16,835.69 1 Cypress Gardens Mobile Home Park
GECMC2001-1 N/A N/A N/A 8.20% 17,607.81 1 Oltorf Market Shopping Center
GECMC2001-1 N/A N/A N/A 7.70% 16,656.58 1 Space Saver Self Storage
GECMC2001-1 N/A N/A N/A 7.63% 16,188.47 1 Osco Drug
GECMC2001-1 N/A N/A N/A 7.55% 15,533.64 1 CVS - Wareham
GECMC2001-1 N/A N/A N/A 7.54% 15,518.53 1 Village Square Shopping Center
GECMC2001-1 N/A N/A N/A 8.04% 16,281.06 1 Canyon Point Office
GECMC2001-1 N/A N/A N/A 7.70% 15,761.07 1 Stoneridge Apartments
GECMC2001-1 N/A N/A N/A 8.20% 16,527.87 1 Hurst Retail Center
GECMC2001-1 N/A N/A N/A 8.09% 16,417.53 1 Commerce Park North
GECMC2001-1 N/A N/A N/A 7.45% 14,963.19 1 Butts Station
GECMC2001-1 N/A N/A N/A 7.48% 14,235.78 1 Briarwood
GECMC2001-1 N/A N/A N/A 7.70% 14,328.24 1 Alpine Manor Apartments
GECMC2001-1 N/A N/A N/A 7.70% 13,611.83 1 Arapahoe Medical Plaza II
GECMC2001-1 N/A N/A N/A 8.10% 14,140.71 1 Staples - Stillwater
GECMC2001-1 N/A N/A N/A 7.70% 13,074.52 1 Highland Place
GECMC2001-1 N/A N/A N/A 8.24% 13,573.45 1 Platt Avenue Shopping Center
GECMC2001-1 N/A N/A N/A 7.48% 12,272.22 1 Quivira Hills Estates
GECMC2001-1 N/A N/A N/A 7.67% 12,286.65 1 Driscoll Place Shopping Center
GECMC2001-1 N/A N/A N/A 7.70% 12,840.59 1 Quarry Self Storage
GECMC2001-1 N/A N/A N/A 7.47% 11,209.35 1 Chicot Crossing Office Depot
GECMC2001-1 N/A N/A N/A 7.25% 10,434.39 1 Ansley Oaks Apartments
GECMC2001-1 N/A N/A N/A 8.05% 11,111.22 1 CVS - Mullica Hill
GECMC2001-1 N/A N/A N/A 7.53% 9,865.81 1 Red Bank Self Storage
GECMC2001-1 N/A N/A N/A 8.08% 10,536.05 1 Sierra Mini Storage
GECMC2001-1 N/A N/A N/A 7.45% 9,229.63 1 Jackson Bluff Apartments
GECMC2001-1 N/A N/A N/A 7.48% 6,521.81 1 Carriage Park
GECMC2001-1 N/A N/A N/A 7.48% 6,486.75 1 Dellwood Estates
EXHIBIT B (cont'd)
- ---------------------------------------------------------------------------------------------------------------------------
1 56 57 58
Transaction Property Property Property
ID Address City St
- ---------------------------------------------------------------------------------------------------------------------------
GECMC2001-1 59 Maiden Lane New York NY
GECMC2001-1 555 and 585 Long Wharf Drive New Haven CT
GECMC2001-1 818 West Seventh Street Los Angeles CA
GECMC2001-1 Various Various Various
GECMC2001-1 1101 East College Avenue State College PA
GECMC2001-1 32420 Stephenson Highway Madison Heights MI
GECMC2001-1 3920 Tuller Road Dublin OH
GECMC2001-1 4701 Saul White Boulevard Charleston SC
GECMC2001-1 2731 Highway 280 Birmingham AL
GECMC2001-1 19 Allen Street Rutland VT
GECMC2001-1 65 Ella Grasso Turnpike Windsor Locks CT
GECMC2001-1 7220 North Kendall Drive Miami FL
GECMC2001-1 950 Redwood Shores Parkway Redwood City CA
GECMC2001-1 150 North Clinton Street & 564 West Randolph Street Chicago IL
GECMC2001-1 201 North Civic Drive Walnut Creek CA
GECMC2001-1 510 Fifth Avenue New York NY
GECMC2001-1 1600 Patrick Henry Drive Blacksburg VA
GECMC2001-1 1500 Parkwood Circle Atlanta GA
GECMC2001-1 201 Executive Center Drive, 250 Berryhill Road & 110 Centerview Drive Columbia SC
GECMC2001-1 101, 111, 100, 121, 220 Executive Center Drive Columbia SC
GECMC2001-1 1400 Eye Street Washington DC
GECMC2001-1 State Road 31 Kilometer 24 Cieba Norte Ward Juncos PR
GECMC2001-1 35020 Enchanted Parkway South Federal Way WA
GECMC2001-1 401 Church Street Nashville TN
GECMC2001-1 3477 US Route 1 West Windsor NJ
GECMC2001-1 1355 Indian Trail Road Norcross GA
GECMC2001-1 1105, 1115, 1125, 1145, 1155, 1165, and 1195 Woodstock Road Roswell GA
GECMC2001-1 600 International Parkway Lake Mary FL
GECMC2001-1 Various Various Various
GECMC2001-1 550 Highway 9 Black Mountain NC
GECMC2001-1 309 West Henderson Street Marion NC
GECMC2001-1 1070 East Franklin Street Hartwell GA
GECMC2001-1 9151 Highway 29 South Hull GA
GECMC2001-1 144 Turnpike Road Southborough MA
GECMC2001-1 345-693 East Prater Way Sparks NV
GECMC2001-1 6183 & 6185 Paseo Del Norte Carlsbad CA
GECMC2001-1 Various Various Various
GECMC2001-1 9555 Forest Lane Dallas TX
GECMC2001-1 3335 West Northwest Highway Dallas TX
GECMC2001-1 4620 Pan American Freeway Albuquerque NM
GECMC2001-1 121 Old Broadmoor Road Colorado Springs CO
GECMC2001-1 3061 Wood Avenue Colorado Springs CO
GECMC2001-1 8100 South Main Houston TX
GECMC2001-1 1500 Crossing Place Austin TX
GECMC2001-1 12995 Fair Lakes Shopping Center Fairfax VA
GECMC2001-1 10250-10322 La Hacienda Avenue Fountain Valley CA
GECMC2001-1 5601-5667 Silver Creek Valley Road San Jose CA
GECMC2001-1 5-9 Plaistow Road Plaistow NH
GECMC2001-1 U.S. Highway 98 and Gulf Shore Drive Destin FL
GECMC2001-1 488 East Valley Parkway Escondico CA
GECMC2001-1 221 Upper Riverdale Road Jonesboro GA
GECMC2001-1 2741 NC Highway 55 Cary NC
GECMC2001-1 307 Orchard City Drive Campbell CA
GECMC2001-1 30359 Esperanza Rancho Santa Margarita CA
GECMC2001-1 518 & 541 Northeast 20th Avenue and 2035 Northeast Glisan Street Portland OR
GECMC2001-1 4370 Mills Circle Ontario CA
GECMC2001-1 3100 Quakerbridge Road Hamilton NJ
GECMC2001-1 1484 Old Aberdeen Road Columbus MS
GECMC2001-1 2535 South Downing Street Denver CO
GECMC2001-1 5001-5041 Indian School Road Northeast Albuquerque NM
GECMC2001-1 2240 Sawtelle Boulevard Los Angeles CA
GECMC2001-1 807 The Heights Drive Fort Worth TX
GECMC2001-1 15050 Monte Vista Avenue Chino Hills CA
GECMC2001-1 19016 Stone Oak Parkway & 544 Oak Centre Drive San Antonio TX
GECMC2001-1 611 Wilshire Boulevard Los Angeles CA
GECMC2001-1 13330 Preston Road Dallas TX
GECMC2001-1 27680 Center Drive Mission Viejo CA
GECMC2001-1 225 Slater Street Manchester CT
GECMC2001-1 8001-8011 Snouffer School Road Gaithersburg MD
GECMC2001-1 2100 Carlisle Boulevard Northeast Albuquerque NM
GECMC2001-1 950 East Harvard Avenue Denver CO
GECMC2001-1 32000 Northwestern Highway Farmington Hills MI
GECMC2001-1 45 Knightsbridge Road Piscataway NJ
GECMC2001-1 5350 Central Florida Parkway Orlando FL
GECMC2001-1 524 North Lamar Boulevard Austin TX
GECMC2001-1 88 Cutter Mill Road Great Neck NY
GECMC2001-1 3305-3355 South University Drive Davie FL
GECMC2001-1 2200 West Commercial Boulevard Ft. Lauderdale FL
GECMC2001-1 7720 South Broadway Littleton CO
GECMC2001-1 1288, 1292, 1296 Rickert Drive Naperville IL
GECMC2001-1 67 Forest Street Marlborough MA
GECMC2001-1 1201 North Watson Road Arlington TX
GECMC2001-1 620 Easton Road Warrington PA
GECMC2001-1 2710 Wilma Rudolph Boulevard Clarksville TN
GECMC2001-1 3790 Pepperwood Court Portsmouth VA
GECMC2001-1 2421-2781 Hidden Woods Drive Canton MI
GECMC2001-1 5830 South Lake Houston Parkway Houston TX
GECMC2001-1 441-445 Defense Highway Annapolis MD
GECMC2001-1 2501 East Irlo Bronson Memorial Highway Kissimmee FL
GECMC2001-1 2300 East Castor Avenue Philadelphia PA
GECMC2001-1 1600 Commerce Street Dallas TX
GECMC2001-1 15551-15563 Frederick Road Rockville MD
GECMC2001-1 12001 Science Center Orlando FL
GECMC2001-1 3808 East Tropicana Avenue Las Vegas NV
GECMC2001-1 3127 Greenfield Road Pearl MS
GECMC2001-1 720 West Victoria Street and 719 West Wilson Street Costa Mesa CA
GECMC2001-1 1 South Ocean Boulevard Boca Raton FL
GECMC2001-1 2080 Whitney Avenue Hamden CT
GECMC2001-1 1850 South US Highway 27 Somerset KY
GECMC2001-1 820 Cromwell Park Drive & 890 Airport Park Road Glen Burnie MD
GECMC2001-1 8701 Northeast 107th Place Kansas City MO
GECMC2001-1 5985-5995 Mobile Highway Pensacola FL
GECMC2001-1 2-6 College Park Lane Georgetown DE
GECMC2001-1 4130 South 104th East Avenue Tulsa OK
GECMC2001-1 7717 Church Avenue Highland CA
GECMC2001-1 8621 Sunnygate Drive Manassas VA
GECMC2001-1 1500 Lowe's Boulevard Killeen TX
GECMC2001-1 290 South Fitzhugh Street and 653 & 689 Clarissa Street Rochester NY
GECMC2001-1 9404-9484 South Orange Blossom Trail Orlando FL
GECMC2001-1 5300 Third Street San Francisco CA
GECMC2001-1 320-330 South Garfield Avenue Alhambra CA
GECMC2001-1 4705 North Laurel Canyon Boulevard Studio City CA
GECMC2001-1 10064 Robious Road Midlothian VA
GECMC2001-1 1501 Federal Way Boise ID
GECMC2001-1 525 and 533 Byron Street Chesapeake VA
GECMC2001-1 5050 FM 1960 West Houston TX
GECMC2001-1 22912 Pacific Park Drive Aliso Viejo CA
GECMC2001-1 2605 & 2609 Cabover Drive Hanover MD
GECMC2001-1 3025, 3033, 3041, 3044, 3052, 3060 Industry Street Oceanside CA
GECMC2001-1 425 Holderrieth Boulevard Tomball TX
GECMC2001-1 49 Annabelle Street Newark DE
GECMC2001-1 1642 Powers Ferry Road Marietta GA
GECMC2001-1 1892 Preston White Drive Reston VA
GECMC2001-1 3100-3330 Commerce Center Place Louisville KY
GECMC2001-1 8027 West Oakland Park Boulevard Sunrise FL
GECMC2001-1 1721 East Colton Avenue Redlands CA
GECMC2001-1 201 Willow Chase Drive McDonough GA
GECMC2001-1 3206 Plaza Drive New Albany IN
GECMC2001-1 40 Lilac Lane Bonner Springs KS
GECMC2001-1 726 Academy Drive Bessemer AL
GECMC2001-1 4216 Woodbourne Road Bristol PA
GECMC2001-1 Highway 61 at Iowa Avenue Vicksburg MS
GECMC2001-1 10825 Nettleton Street Sun Valley CA
GECMC2001-1 9 North Pompano Beach Boulevard Pompano Beach FL
GECMC2001-1 10-24 Perimeter Park Drive Atlanta GA
GECMC2001-1 1619 50th Street Lubbock TX
GECMC2001-1 66 Reynolds Road Village of Webster NY
GECMC2001-1 4411 45th Street West Palm Beach FL
GECMC2001-1 3585 South Durango Drive Las Vegas NV
GECMC2001-1 220 Millpond Road Stansbury Park UT
GECMC2001-1 1951 Lake Daisy Road Winter Haven FL
GECMC2001-1 2121 Oltorf Street East Austin TX
GECMC2001-1 26419 Barton Road Redlands CA
GECMC2001-1 6712 West Bell Road Glendale AZ
GECMC2001-1 2992 Cranberry Highway East Wareham MA
GECMC2001-1 535-645 South Boulder Road Louisville CO
GECMC2001-1 110 North Rubey Drive Golden CO
GECMC2001-1 3864 Sunnyview Road Northeast Salem OR
GECMC2001-1 804 Northeast Loop 820 Hurst TX
GECMC2001-1 15425 North Freeway Houston TX
GECMC2001-1 600 Greentree Road Chesapeake VA
GECMC2001-1 4950 West Farm Road 156 Brookline Station MO
GECMC2001-1 3905 Alpine Street Boise ID
GECMC2001-1 7750 South Broadway Littleton CO
GECMC2001-1 616 North Perkins Road Stillwater OK
GECMC2001-1 6151 Wilson Mills Road Highland Heights OH
GECMC2001-1 6401-6415 Platt Avenue West Hills CA
GECMC2001-1 7257 Forest Drive Kansas City KS
GECMC2001-1 1845-1847 West Alabama Street Houston TX
GECMC2001-1 6260 Quarry Road Spring Valley CA
GECMC2001-1 3527 Denny Avenue Pascagoula MS
GECMC2001-1 545 Donna Drive O'Fallon IL
GECMC2001-1 211 North Main Street Mullica Hill NJ
GECMC2001-1 1206 Red Bank Road Goose Creek SC
GECMC2001-1 555 South Lovers Lane Visalia CA
GECMC2001-1 1327 Jackson Bluff Road Tallahassee FL
GECMC2001-1 6500 Kansas Avenue Kansas City KS
GECMC2001-1 10 Southwest 11th Road Warrensburg MO
EXHIBIT B (cont'd)
- ------------------------------------------------------------------------------------------------------------------------------------
1 59 60 61 62 63 64 65 66 67
Property Net Sq # Units Year NOI DSCR (NOI) Appraisal
Transaction Property Property Type Ft at at Built at at Value at
ID Zip County Code Secur Secur Secur Secur Secur Secur
- ------------------- ---------------------------------------------------------------------------------------------------------------
GECMC2001-1 10038 New York OF 1,037,002 1966 13,473,333.00 3.38 200,000,000.00
GECMC2001-1 06511 New Haven OF 415,685 1985 4,607,318.00 1.50 55,000,000.00
GECMC2001-1 90017 Los Angeles OF 377,405 1926 5,105,665.00 1.83 54,000,000.00
GECMC2001-1 Various Various LO 859 7,312,703.00 2.34 58,300,000.00
GECMC2001-1 16801 Centre LO 120 1987 1,191,653.00 7,400,000.00
GECMC2001-1 48071 Oakland LO 124 1987 1,184,982.00 10,100,000.00
GECMC2001-1 43017 Franklin LO 123 1988 902,447.00 7,100,000.00
GECMC2001-1 29418 Charleston LO 125 1985 558,881.00 5,200,000.00
GECMC2001-1 35223 Jefferson LO 131 1987 683,087.00 5,900,000.00
GECMC2001-1 05701 Rutland LO 104 1985 675,480.00 5,900,000.00
GECMC2001-1 06096 Hartford LO 132 1990 2,116,173.00 16,700,000.00
GECMC2001-1 33156 Miami-Dade RT 105,181 1999 3,105,489.00 1.28 36,000,000.00
GECMC2001-1 94065 Mateo MF 170 1999 3,431,070.00 1.41 45,000,000.00
GECMC2001-1 60661 Cook OF 252,000 1908 3,998,139.00 1.72 42,000,000.00
GECMC2001-1 94596 Contra Costa OF 167,117 1983 2,878,681.00 1.40 36,000,000.00
GECMC2001-1 10036 New York OF 61,159 1954 2,672,093.00 1.43 29,300,000.00
GECMC2001-1 24060 Montgomery MF 288 1989 2,671,223.00 1.44 27,700,000.00
GECMC2001-1 30339 Cobb LO 280 1984 3,026,347.00 1.69 27,500,000.00
GECMC2001-1 29210 Lexington OF 256,792 1987 2,303,966.00 1.45 24,900,000.00
GECMC2001-1 29210 Lexington OF 268,344 1982 2,247,442.00 1.45 25,000,000.00
GECMC2001-1 20005 District of Columbia OF 167,233 1982 2,192,797.00 1.49 22,800,000.00
GECMC2001-1 00777 Cieba Norte Ward RT 213,327 1998 1,909,670.00 1.36 21,400,000.00
GECMC2001-1 98003 King RT 163,798 1990 1,901,736.00 1.39 20,600,000.00
GECMC2001-1 37219 Davidson OF 269,326 1925 2,117,056.00 1.56 22,000,000.00
GECMC2001-1 08550 Mercer RT 157,463 1992 1,909,673.00 1.41 21,500,000.00
GECMC2001-1 30093 Gwinnett MF 302 1986 1,620,027.00 1.33 18,800,000.00
GECMC2001-1 30076 Fulton RT 136,752 2000 1,806,867.00 1.32 20,500,000.00
GECMC2001-1 32746 Seminole OF 125,155 1997 1,735,053.00 1.47 21,100,000.00
GECMC2001-1 Various Various RT 312,019 1,751,878.00 1.48 18,250,000.00
GECMC2001-1 28711 Buncombe RT 76,390 1981 435,650.00 4,200,000.00
GECMC2001-1 28752 McDowell RT 89,359 1977 504,336.00 5,450,000.00
GECMC2001-1 30643 Hart RT 81,270 1980 312,218.00 3,200,000.00
GECMC2001-1 30646 Madison RT 65,000 1990 499,674.00 5,400,000.00
GECMC2001-1 01772 Worcester OF 99,745 1999 1,622,371.00 1.39 18,350,000.00
GECMC2001-1 89431 Washoe RT 185,890 1980 1,451,398.00 1.30 16,525,000.00
GECMC2001-1 92009 San Diego OF 75,453 2000 1,369,911.00 1.36 17,000,000.00
GECMC2001-1 Various Various SS 288,969 1,401,631.00 1.31 16,550,000.00
GECMC2001-1 75243 Dallas SS 53,780 1997 310,790.00 3,450,000.00
GECMC2001-1 75220 Dallas SS 56,150 1997 225,340.00 3,000,000.00
GECMC2001-1 87109 Bernalillo SS 40,930 1996 147,417.00 1,700,000.00
GECMC2001-1 80906 El Paso SS 43,835 1999 244,850.00 3,050,000.00
GECMC2001-1 80907 El Paso SS 37,630 1998 194,203.00 2,250,000.00
GECMC2001-1 77025 Harris SS 56,644 1997 279,031.00 3,100,000.00
GECMC2001-1 78741 Travis MF 156 2000 1,305,345.00 1.34 15,100,000.00
GECMC2001-1 22033 Fairfax RT 68,366 1994 1,337,525.00 1.39 15,000,000.00
GECMC2001-1 92708 Orange MF 172 1970 1,218,546.00 1.32 17,400,000.00
GECMC2001-1 95138 Santa Clara RT 61,049 2000 1,230,136.00 1.38 15,400,000.00
GECMC2001-1 03865 Rockingham RT 155,033 1965 1,304,645.00 1.57 14,300,000.00
GECMC2001-1 32541 Okaloosa RT 84,682 1999 1,103,091.00 1.28 12,650,000.00
GECMC2001-1 92025 San Diego OF 70,058 1989 1,227,954.00 1.41 12,800,000.00
GECMC2001-1 30236 Clayton MF 218 1972 1,130,989.00 1.35 12,000,000.00
GECMC2001-1 27502 Wake RT 89,997 1998 1,098,171.00 1.40 12,300,000.00
GECMC2001-1 95008 Santa Clara OF 52,941 1935 1,326,310.00 1.66 16,000,000.00
GECMC2001-1 92688 Orange SS 97,259 1989 1,081,715.00 1.24 12,700,000.00
GECMC2001-1 97232 Multnomah OF 115,436 1920 1,175,869.00 1.52 12,410,000.00
GECMC2001-1 91764 San Bernardino LO 138 1998 1,476,295.00 1.81 15,300,000.00
GECMC2001-1 08619 Mercer RT 176,231 1979 1,127,567.00 1.55 11,400,000.00
GECMC2001-1 39701 Lowndes RT 103,607 1999 912,199.00 1.32 10,600,000.00
GECMC2001-1 80210 Denver OF 76,046 1991 994,963.00 1.42 10,200,000.00
GECMC2001-1 87110 Bernalillo OF 86,426 1997 1,017,873.00 1.55 9,900,000.00
GECMC2001-1 90064 Los Angeles SS 50,054 1998 902,775.00 1.31 10,000,000.00
GECMC2001-1 76112 Tarrant MF 352 1979 875,421.00 1.36 9,375,000.00
GECMC2001-1 91709 San Bernardino MH 226 1970 804,097.00 1.23 9,790,000.00
GECMC2001-1 78258 Bexar OF 65,652 1999 901,794.00 1.47 9,300,000.00
GECMC2001-1 90017 Los Angeles OF 146,229 1953 1,350,345.00 2.25 12,500,000.00
GECMC2001-1 75240 Dallas RT 61,670 1964 859,495.00 1.41 8,900,000.00
GECMC2001-1 92692 Orange SS 83,319 1996 784,956.00 1.24 8,500,000.00
GECMC2001-1 06040 Hartford LO 90 1999 1,111,413.00 1.72 10,500,000.00
GECMC2001-1 20879 Montgomery SS 87,195 1997 818,852.00 1.32 10,380,000.00
GECMC2001-1 87110 Bernalillo RT 106,494 1969 714,632.00 1.32 8,000,000.00
GECMC2001-1 80210 Denver OF 80,542 1979 858,945.00 1.54 8,800,000.00
GECMC2001-1 48334 Oakland OF 54,537 1985 787,650.00 1.47 8,100,000.00
GECMC2001-1 08854 Middlesex OF 73,868 1979 833,627.00 1.56 8,300,000.00
GECMC2001-1 32821 Orange RT 106,313 1985 767,079.00 1.46 7,750,000.00
GECMC2001-1 78703 Travis OF 36,209 2000 774,388.00 1.48 8,500,000.00
GECMC2001-1 11021 Nassau MF 29 1988 708,765.00 1.41 9,000,000.00
GECMC2001-1 33328 Broward OF 35,904 2000 647,142.00 1.33 8,300,000.00
GECMC2001-1 33309 Broward OF 67,115 1985 696,195.00 1.40 7,150,000.00
GECMC2001-1 80122 Arapahoe OF 59,607 1983 736,997.00 1.50 7,500,000.00
GECMC2001-1 60540 DuPage OF 45,369 1988 689,899.00 1.44 7,550,000.00
GECMC2001-1 01752 Middlesex OF 61,973 1984 706,806.00 1.49 8,200,000.00
GECMC2001-1 76006 Tarrant OF 102,678 1972 772,737.00 1.59 8,500,000.00
GECMC2001-1 18976 Bucks RT 83,142 1977 688,496.00 1.49 7,250,000.00
GECMC2001-1 37040 Montgomery RT 97,005 1991 614,176.00 1.34 6,800,000.00
GECMC2001-1 23703 Portsmouth City MF 141 1984 613,491.00 1.32 6,750,000.00
GECMC2001-1 48188 Wayne MF 42 2000 564,582.00 1.29 6,750,000.00
GECMC2001-1 77049 Harris MF 256 1972 669,909.00 1.51 6,900,000.00
GECMC2001-1 21401 Anne Arundel IN 63,660 2000 604,473.00 1.35 6,550,000.00
GECMC2001-1 34744 Osceola RT 54,300 2000 561,799.00 1.31 6,300,000.00
GECMC2001-1 19134 Philidelphia RT 77,360 1983 653,972.00 1.46 6,900,000.00
GECMC2001-1 75201 Dallas OT 1969 583,078.00 1.35 6,650,000.00
GECMC2001-1 20850 Montgomery IN 75,600 1978 567,577.00 1.31 6,100,000.00
GECMC2001-1 32826 Orange OF 55,908 1999 663,961.00 1.50 6,550,000.00
GECMC2001-1 89121 Clark RT 15,120 2000 518,138.00 1.22 6,370,000.00
GECMC2001-1 39208 Rankin MH 487 1990 557,981.00 1.40 6,700,000.00
GECMC2001-1 92627 Orange MF 59 1964 517,909.00 1.35 6,000,000.00
GECMC2001-1 33432 Palm Beach OF 46,465 1981 567,620.00 1.42 6,700,000.00
GECMC2001-1 06518 New Haven OF 42,088 1972 601,925.00 1.48 6,200,000.00
GECMC2001-1 42501 Pulaski RT 56,840 2000 506,318.00 1.30 6,000,000.00
GECMC2001-1 21061 Anne Arundel IN 68,441 1987 552,311.00 1.43 6,200,000.00
GECMC2001-1 64157 Clay MH 219 1975 484,690.00 1.26 5,820,000.00
GECMC2001-1 32526 Escambia RT 53,872 1998 481,189.00 1.26 5,660,000.00
GECMC2001-1 19947 Sussex RT 42,400 2000 522,413.00 1.46 5,400,000.00
GECMC2001-1 74146 Tulsa MH 264 1970 455,834.00 1.29 5,270,000.00
GECMC2001-1 92346 San Bernardino MH 215 1984 461,867.00 1.33 6,720,000.00
GECMC2001-1 20110 Prince William SS 73,295 1998 509,729.00 1.41 5,400,000.00
GECMC2001-1 76542 Bell RT 58,300 2000 490,847.00 1.34 5,340,000.00
GECMC2001-1 14608 Monroe MF 92 1989 430,189.00 1.30 5,150,000.00
GECMC2001-1 32837 Orange RT 72,190 1987 515,278.00 1.41 4,955,000.00
GECMC2001-1 94124 San Fransisco RT 13,390 2000 385,187.00 1.15 5,020,000.00
GECMC2001-1 91801 Los Angeles OF 51,866 1988 556,659.00 1.59 5,700,000.00
GECMC2001-1 91607 Los Angeles OF 36,988 1987 478,572.00 1.47 5,900,000.00
GECMC2001-1 23225 Chesterfield RT 63,041 1981 468,044.00 1.46 5,300,000.00
GECMC2001-1 83705 Ada OF 43,830 1962 463,126.00 1.46 5,300,000.00
GECMC2001-1 23320 Chesapeake City IN 67,400 1999 451,366.00 1.45 5,300,000.00
GECMC2001-1 77069 Harris RT 62,205 1979 488,710.00 1.55 5,000,000.00
GECMC2001-1 92656 Orange RT 15,189 1999 426,757.00 1.34 4,850,000.00
GECMC2001-1 21076 Anne Arundel IN 67,000 1985 405,759.00 1.42 4,500,000.00
GECMC2001-1 92054 San Diego IN 72,852 1986 398,685.00 1.41 4,700,000.00
GECMC2001-1 77375 Harris OF 53,792 1982 425,015.00 1.54 4,400,000.00
GECMC2001-1 19711 New Castle MF 40 2000 362,044.00 1.28 4,130,000.00
GECMC2001-1 30067 Cobb OF 35,754 1983 388,158.00 1.41 4,000,000.00
GECMC2001-1 20191 Fairfax OF 23,669 1986 399,109.00 1.45 4,500,000.00
GECMC2001-1 40211 Jefferson IN 169,527 1960 484,854.00 1.61 4,700,000.00
GECMC2001-1 33351 Broward RT 46,760 1978 406,487.00 1.45 4,175,000.00
GECMC2001-1 92374 San Bernardino MH 122 1988 381,323.00 1.48 4,500,000.00
GECMC2001-1 30253 Henry MF 76 1999 342,594.00 1.29 4,200,000.00
GECMC2001-1 47150 Floyd MF 104 1985 345,762.00 1.33 3,800,000.00
GECMC2001-1 66012 Wyandotte MH 211 1970 317,499.00 1.27 3,750,000.00
GECMC2001-1 35022 Jefferson RT 38,900 2000 322,653.00 1.33 3,600,000.00
GECMC2001-1 19055 Bucks RT 10,125 2000 314,493.00 1.23 3,700,000.00
GECMC2001-1 39180 Warren RT 45,308 1998 377,386.00 1.36 4,200,000.00
GECMC2001-1 91352 Los Angeles MF 85 1985 315,939.00 1.34 3,700,000.00
GECMC2001-1 33062 Broward LO 104 1972 559,067.00 2.12 4,400,000.00
GECMC2001-1 30341 DeKalb OF 70,394 1969 426,574.00 1.87 4,370,000.00
GECMC2001-1 79412 Lubbock RT 13,905 1999 302,042.00 1.31 3,565,000.00
GECMC2001-1 14580 Monroe MF 56 1988 271,424.00 1.30 3,150,000.00
GECMC2001-1 33407 Palm Beach SS 70,310 1999 367,204.00 1.45 4,550,000.00
GECMC2001-1 89147 Clark RT 17,887 1998 322,199.00 1.52 3,690,000.00
GECMC2001-1 84074 Tooele OF 22,400 2000 307,844.00 1.56 3,150,000.00
GECMC2001-1 33880 Polk MH 269 1974 255,992.00 1.27 3,000,000.00
GECMC2001-1 78741 Travis RT 33,644 1986 311,659.00 1.48 3,150,000.00
GECMC2001-1 92373 San Bernardino SS 63,295 1987 285,696.00 1.43 3,100,000.00
GECMC2001-1 85308 Maricopa RT 15,000 2000 244,855.00 1.26 3,000,000.00
GECMC2001-1 02538 Plymouth RT 10,125 1999 237,573.00 1.27 2,800,000.00
GECMC2001-1 80027 Boulder RT 25,335 1979 265,984.00 1.43 3,000,000.00
GECMC2001-1 80403 Jefferson OF 18,628 2000 257,046.00 1.32 2,800,000.00
GECMC2001-1 97305 Marion MF 140 1984 314,871.00 1.66 3,700,000.00
GECMC2001-1 76053 Tarrant RT 15,608 1994 280,092.00 1.41 2,850,000.00
GECMC2001-1 77090 Harris OF 66,239 1982 340,759.00 1.73 4,400,000.00
GECMC2001-1 23320 Chesapeake City IN 44,000 1998 261,251.00 1.46 2,800,000.00
GECMC2001-1 65619 Greene MH 166 1980 217,731.00 1.27 2,600,000.00
GECMC2001-1 83705 Ada MF 84 1971 232,850.00 1.35 2,500,000.00
GECMC2001-1 80122 Arapahoe OF 23,555 1983 257,037.00 1.57 2,500,000.00
GECMC2001-1 74074 Payne RT 24,049 1998 238,942.00 1.41 2,740,000.00
GECMC2001-1 44143 Cuyahoga OF 31,699 1971 246,604.00 1.57 2,500,000.00
GECMC2001-1 91307 Los Angeles RT 12,581 1988 222,853.00 1.37 2,475,000.00
GECMC2001-1 66106 Wyandotte MH 142 1963 190,085.00 1.29 2,700,000.00
GECMC2001-1 77098 Harris RT 14,500 1980 221,015.00 1.50 2,175,000.00
GECMC2001-1 91977 San Diego SS 70,346 1992 275,430.00 1.79 3,200,000.00
GECMC2001-1 39581 Jackson RT 20,100 2000 178,446.00 1.33 2,150,000.00
GECMC2001-1 62269 St. Clair MF 70 1982 192,236.00 1.54 1,903,000.00
GECMC2001-1 08062 Gloucester RT 10,125 2000 163,477.00 1.23 1,950,000.00
GECMC2001-1 29445 Berkeley SS 43,909 1991 165,777.00 1.40 1,875,000.00
GECMC2001-1 93292 Tulare SS 41,500 1998 179,428.00 1.42 1,970,000.00
GECMC2001-1 32304 Leon MF 24 1995 160,889.00 1.45 1,650,000.00
GECMC2001-1 66111 Wyandotte MH 143 1967 108,632.00 1.39 1,700,000.00
GECMC2001-1 64093 Johnson MH 136 1973 103,737.00 1.33 1,400,000.00
EXHIBIT B (cont'd)
- ---------------------------------------------------------------------------------------------------------------------------
1 68 69 70 71 72 73 74 75 76
Appraisal Phy Occ Revenue Oper Exp Secur Ground Cross Coll
Transaction Date at at at at Finan Recourse Lease Collat of Esc
ID Secur Secur Secur Secur as of Dt (y n) (y n s) Ln Group (y n)
- ---------------------------------------------------------------------------------------------------------------------------
GECMC2001-1 20010101 83.85% 25,130,068.00 13,914,218.00 20010305 N N Y
GECMC2001-1 20010115 99.34% 5,628,799.00 4,345,132.00 20001219 N N Y
GECMC2001-1 20000718 100.00% 6,783,962.00 3,465,472.00 20010108 N N Y
GECMC2001-1 68.49% 16,940,510.00 10,398,710.00 20001130 N Y Y
GECMC2001-1 20000815 67.81% 2,400,695.00 1,302,743.00 20001130 N
GECMC2001-1 20000822 75.24% 2,515,348.00 1,461,347.00 20001130 N
GECMC2001-1 20000814 67.33% 2,198,087.00 1,434,198.00 20001130 N
GECMC2001-1 20000807 56.35% 1,657,182.00 1,145,381.00 20001130 N
GECMC2001-1 20000808 60.46% 2,021,454.00 1,396,997.00 20001130 Y
GECMC2001-1 20000802 75.01% 1,847,915.00 1,299,891.00 20001130 N
GECMC2001-1 20000801 78.20% 4,299,829.00 2,358,153.00 20001130 N
GECMC2001-1 20010112 100.00% 3,240,815.00 842,134.00 20001208 N N Y
GECMC2001-1 20000922 91.18% 4,494,627.00 1,096,952.00 20010209 N N Y
GECMC2001-1 20001201 100.00% 3,935,303.00 2,468,190.00 20001113 N N N
GECMC2001-1 20001207 97.99% 4,196,053.00 1,497,562.00 20001215 N N Y
GECMC2001-1 20010101 100.00% 3,775,805.00 1,236,990.00 20010326 N N Y
GECMC2001-1 20001019 100.00% 3,887,582.00 1,330,359.00 20000930 N N Y
GECMC2001-1 20010301 66.92% 6,183,202.00 3,422,150.00 20000630 N N Y
GECMC2001-1 20000906 90.85% 3,593,365.00 1,299,381.00 20010109 N N C Y
GECMC2001-1 20000906 93.06% 3,520,838.00 1,400,683.00 20010109 N N C Y
GECMC2001-1 20001012 98.96% 4,138,135.00 2,200,512.00 20000901 N Y Y
GECMC2001-1 20010201 93.92% 2,049,232.00 721,562.00 20010105 N N Y
GECMC2001-1 20001016 99.43% 1,903,776.00 446,571.00 20001101 N N Y
GECMC2001-1 20001227 88.44% 3,185,750.00 2,095,774.00 20010104 N N Y
GECMC2001-1 20001214 100.00% 2,051,795.00 926,426.00 20010101 N N Y
GECMC2001-1 20001213 97.35% 2,489,224.00 1,019,197.00 20001113 N N Y
GECMC2001-1 20000912 95.70% 1,859,476.00 495,814.00 20010301 N N Y
GECMC2001-1 20000814 100.00% 2,427,381.00 692,328.00 20010228 N N Y
GECMC2001-1 96.83% 1,735,589.00 371,045.00 20001101 N N Y
GECMC2001-1 20000909 95.00% 430,828.00 94,879.00 20001101 N
GECMC2001-1 20000909 93.20% 477,110.00 99,852.00 20001101 N
GECMC2001-1 20000913 100.00% 305,152.00 105,965.00 20001101 N
GECMC2001-1 20000913 100.00% 522,499.00 70,349.00 20001101 N
GECMC2001-1 20001116 100.00% 2,182,422.00 706,631.00 20001101 N N Y
GECMC2001-1 20001101 100.00% 1,552,361.00 471,151.00 20001204 N N Y
GECMC2001-1 20001102 100.00% 1,642,600.00 367,644.00 20001017 N N Y
GECMC2001-1 88.88% 2,315,599.00 985,566.00 N N Y
GECMC2001-1 20001102 94.86% 501,444.00 211,106.00 20001102 N
GECMC2001-1 20001102 92.16% 409,383.00 198,517.00 20001102 N
GECMC2001-1 20001113 89.94% 265,766.00 126,205.00 20001113 N
GECMC2001-1 20001108 96.35% 357,782.00 120,508.00 20001108 N
GECMC2001-1 20001108 91.50% 305,100.00 119,714.00 20001108 N
GECMC2001-1 20001110 71.84% 476,124.00 209,516.00 20001110 N
GECMC2001-1 20001204 100.00% 2,202,309.00 946,264.00 20001204 N N Y
GECMC2001-1 20010401 100.00% 1,391,448.00 322,135.00 20001218 N N Y
GECMC2001-1 20010117 99.42% 1,840,584.00 645,038.00 20010112 N N Y
GECMC2001-1 20000918 98.63% 1,398,437.00 495,304.00 20000817 N N Y
GECMC2001-1 20010125 95.16% 1,515,239.00 528,557.00 20010201 N N Y
GECMC2001-1 20001201 95.04% 1,165,510.00 261,769.00 20001115 N N D Y
GECMC2001-1 20001002 100.00% 1,269,834.00 322,603.00 20010201 N N Y
GECMC2001-1 20001020 95.87% 1,697,587.00 654,805.00 20000925 N N Y
GECMC2001-1 20001228 98.42% 1,173,590.00 359,389.00 20001212 N N Y
GECMC2001-1 20001213 100.00% 1,726,636.00 459,090.00 20010404 N N Y
GECMC2001-1 20000926 96.61% 1,563,857.00 484,911.00 20000926 N N B Y
GECMC2001-1 20001128 100.00% 1,457,579.00 629,581.00 20000901 N N Y
GECMC2001-1 20001101 77.48% 2,955,712.00 1,665,268.00 20000930 N N Y
GECMC2001-1 20010131 98.58% 1,138,493.00 601,270.00 20010101 N N A Y
GECMC2001-1 20001125 89.02% 963,774.00 192,175.00 20001115 N N E Y
GECMC2001-1 20001025 98.33% 1,538,420.00 742,285.00 20010206 N Y F Y
GECMC2001-1 20001207 100.00% 1,209,299.00 316,126.00 20001201 N N Y
GECMC2001-1 20001121 97.35% 1,221,194.00 364,430.00 20000901 N N Y
GECMC2001-1 20000717 90.06% 1,665,446.00 915,025.00 20001103 N N Y
GECMC2001-1 20001101 99.56% 1,141,747.00 572,345.00 20001031 N N Y
GECMC2001-1 20001220 100.00% 1,319,971.00 502,737.00 20010101 N N Y
GECMC2001-1 20000720 85.05% 2,376,606.00 1,210,261.00 20001231 N N Y
GECMC2001-1 20000820 100.00% 871,449.00 369,389.00 20001031 N N Y
GECMC2001-1 20000927 99.88% 1,101,301.00 319,174.00 20001027 N N B Y
GECMC2001-1 20001016 84.88% 2,553,738.00 1,684,825.00 20001031 N Y Y
GECMC2001-1 20000505 76.40% 1,118,325.00 342,262.00 20001231 N N Y
GECMC2001-1 20001207 100.00% 729,216.00 14,584.00 20001207 N N N
GECMC2001-1 20001025 93.85% 1,472,360.00 706,931.00 20010206 N Y F Y
GECMC2001-1 20001122 97.23% 1,053,971.00 377,381.00 20010108 N N Y
GECMC2001-1 20001004 100.00% 1,225,263.00 512,051.00 20001017 N N Y
GECMC2001-1 20001221 100.00% 871,683.00 368,005.00 20001221 N N Y
GECMC2001-1 20001031 100.00% 773,551.00 402,939.00 20001026 N N Y
GECMC2001-1 20001207 100.00% 1,121,760.00 412,995.00 20001220 N N Y
GECMC2001-1 20010101 92.04% 718,451.00 203,509.00 20001101 N N Y
GECMC2001-1 20001127 100.00% 738,204.00 380,624.00 20001201 N N Y
GECMC2001-1 20001025 99.19% 1,126,573.00 609,110.00 20001211 N Y F N
GECMC2001-1 20001109 100.00% 733,738.00 298,232.00 20010103 N N Y
GECMC2001-1 20001122 100.00% 1,076,866.00 497,455.00 20001020 N N Y
GECMC2001-1 20001030 93.04% 1,240,776.00 572,033.00 20001101 N N Y
GECMC2001-1 20010131 91.04% 702,526.00 245,521.00 20010101 N N A Y
GECMC2001-1 20001126 100.00% 647,410.00 179,445.00 20001208 N N D Y
GECMC2001-1 20001205 96.45% 955,573.00 382,662.00 20001128 N N Y
GECMC2001-1 20001120 100.00% 748,209.00 189,927.00 20001031 N N Y
GECMC2001-1 20001220 92.97% 1,577,715.00 948,110.00 20010103 N N Y
GECMC2001-1 20001226 100.00% 697,267.00 113,979.00 20001107 N N Y
GECMC2001-1 20001110 100.00% 555,905.00 151,606.00 20001110 N N N
GECMC2001-1 20001101 88.42% 690,205.00 201,811.00 20001201 N N Y
GECMC2001-1 20000926 100.00% 812,367.00 234,789.00 20001025 N Y Y
GECMC2001-1 20001025 100.00% 667,288.00 127,105.00 20000831 N N Y
GECMC2001-1 20000831 96.56% 679,793.00 175,169.00 20010105 N N Y
GECMC2001-1 20010101 100.00% 530,000.00 53,775.00 20010101 N N N
GECMC2001-1 20000925 79.47% 783,360.00 248,679.00 20010101 N N Y
GECMC2001-1 20001208 100.00% 710,836.00 216,002.00 20001212 N N Y
GECMC2001-1 20001215 97.83% 599,759.00 277,139.00 20001201 N N Y
GECMC2001-1 20010201 100.00% 594,284.00 319,094.00 20010301 N N Y
GECMC2001-1 20001121 100.00% 528,385.00 97,292.00 20001206 N N E Y
GECMC2001-1 20001204 100.00% 681,687.00 150,624.00 20001106 N N Y
GECMC2001-1 20001130 96.35% 680,740.00 225,488.00 20001121 N N Y
GECMC2001-1 20001201 100.00% 493,009.00 78,094.00 20001115 N N E N
GECMC2001-1 20010104 100.00% 527,809.00 70,611.00 20010109 N N Y
GECMC2001-1 20001201 98.48% 737,660.00 300,826.00 20001121 N N Y
GECMC2001-1 20001204 99.53% 895,958.00 609,291.00 20001030 N N Y
GECMC2001-1 20001024 96.36% 784,385.00 311,056.00 20001129 N N N
GECMC2001-1 20001025 100.00% 529,744.00 159,810.00 20001219 N N Y
GECMC2001-1 20010105 100.00% 806,670.00 398,648.00 20010208 N N Y
GECMC2001-1 20000718 97.65% 539,508.00 231,276.00 20000619 N N Y
GECMC2001-1 20001208 100.00% 397,100.00 11,913.00 20001208 N N N
GECMC2001-1 20000907 90.26% 832,301.00 306,284.00 20010125 N N Y
GECMC2001-1 20001201 100.00% 788,446.00 363,874.00 20010216 N N Y
GECMC2001-1 20010111 100.00% 503,524.00 171,327.00 20010112 N N Y
GECMC2001-1 20010219 100.00% 629,832.00 193,538.00 20010404 N N Y
GECMC2001-1 20010109 100.00% 469,451.00 130,018.00 20010122 N N Y
GECMC2001-1 20001108 100.00% 537,852.00 199,982.00 20001121 N N Y
GECMC2001-1 20000920 100.00% 435,455.00 110,794.00 20010101 N N Y
GECMC2001-1 20001204 100.00% 484,175.00 91,434.00 20001108 N N Y
GECMC2001-1 20001108 98.02% 524,484.00 151,359.00 20001207 N N Y
GECMC2001-1 20001020 95.49% 800,079.00 424,986.00 20001101 N N Y
GECMC2001-1 20001114 100.00% 491,739.00 129,695.00 20001211 N N Y
GECMC2001-1 20001120 89.41% 518,766.00 130,608.00 20001107 N N Y
GECMC2001-1 20001109 100.00% 554,683.00 192,261.00 20010101 N N Y
GECMC2001-1 20001120 90.40% 531,574.00 203,975.00 20001129 N N Y
GECMC2001-1 20000927 100.00% 483,435.00 191,229.00 20001101 N N Y
GECMC2001-1 20001201 100.00% 565,701.00 436,378.00 20001130 N N Y
GECMC2001-1 20001017 100.00% 556,141.00 222,667.00 20001001 N N Y
GECMC2001-1 20000927 100.00% 573,050.00 235,826.00 20001114 N N Y
GECMC2001-1 20001128 92.42% 519,849.00 274,350.00 20001121 N N Y
GECMC2001-1 20001127 100.00% 341,756.00 73,240.00 20001115 N N D Y
GECMC2001-1 20001018 100.00% 319,156.00 66,918.00 19991222 N N N
GECMC2001-1 20001027 100.00% 412,619.00 121,710.00 20000929 N N Y
GECMC2001-1 20001110 98.82% 518,294.00 218,359.00 20001214 N N Y
GECMC2001-1 20000707 82.50% 2,149,177.00 1,663,171.00 19991231 N N Y
GECMC2001-1 20010116 92.51% 814,710.00 388,136.00 20010403 N N Y
GECMC2001-1 20000828 100.00% 309,000.00 45,892.00 20000828 N N N
GECMC2001-1 20010105 92.86% 445,309.00 184,385.00 20010206 N N Y
GECMC2001-1 20000929 75.39% 690,430.00 353,226.00 20001116 N N N
GECMC2001-1 20000830 86.02% 326,043.00 66,903.00 20000517 N N Y
GECMC2001-1 20010418 94.64% 308,279.00 77,322.00 20010117 N N Y
GECMC2001-1 20001122 83.64% 264,719.00 177,073.00 20001101 N N Y
GECMC2001-1 20001105 98.44% 330,373.00 149,057.00 20001201 N N Y
GECMC2001-1 20001108 90.41% 424,170.00 158,604.00 20001106 N N Y
GECMC2001-1 20001110 100.00% 250,700.00 47,400.00 20001110 N N Y
GECMC2001-1 20001219 100.00% 243,000.00 33,777.00 20001211 N N N
GECMC2001-1 20010102 100.00% 288,500.00 146,516.00 20001201 N N Y
GECMC2001-1 20000914 100.00% 351,608.00 137,523.00 20000901 N N Y
GECMC2001-1 20000804 94.29% 644,802.00 361,531.00 20000801 N N Y
GECMC2001-1 20000915 100.00% 294,715.00 72,300.00 20000711 N N Y
GECMC2001-1 20000228 83.03% 740,699.00 482,694.00 20010107 N N Y
GECMC2001-1 20010109 100.00% 279,042.00 82,226.00 20010122 N N Y
GECMC2001-1 20001201 89.76% 350,584.00 141,976.00 20001121 N N Y
GECMC2001-1 20001219 96.43% 460,864.00 275,449.00 20010124 N N Y
GECMC2001-1 20001025 100.00% 428,445.00 248,708.00 20001211 N Y F N
GECMC2001-1 20000324 100.00% 246,502.00 72,643.00 20000324 N N N
GECMC2001-1 20000905 100.00% 406,128.00 214,236.00 20001102 N N Y
GECMC2001-1 20000605 100.00% 215,420.00 45,501.00 20000522 N N Y
GECMC2001-1 20001127 88.73% 350,292.00 201,707.00 20001121 N N Y
GECMC2001-1 20010130 100.00% 229,727.00 59,421.00 20010125 N N Y
GECMC2001-1 20001117 98.73% 438,909.00 210,359.00 20001208 N Y Y
GECMC2001-1 20001125 100.00% 186,176.00 62,897.00 20001115 N N D Y
GECMC2001-1 20001103 94.29% 342,478.00 164,242.00 20001031 N N Y
GECMC2001-1 20000926 100.00% 166,040.00 30,015.00 20001030 N N N
GECMC2001-1 20001204 76.98% 267,499.00 123,600.00 20001204 N N Y
GECMC2001-1 20000919 89.77% 259,322.00 108,452.00 20000925 N N Y
GECMC2001-1 20001108 95.83% 278,118.00 126,229.00 20001128 N N Y
GECMC2001-1 20001127 76.92% 253,320.00 192,688.00 20001121 N N Y
GECMC2001-1 20001130 83.82% 238,533.00 142,523.00 20001121 N N Y
EXHIBIT B (cont'd)
- ------------------------------------------------------------------------------------------------------------------------------------
1 77 78 79 80 81 82 83 84 85
Coll of Lien Hyper Am Defeas Defeas Last NCF DSCR (NCF) DSCR
Transaction Other Resrv Position Begin Option Option Setup at at Indicator
ID (y n) at Secur Date Start Dt End Dt Change Dt Secur Secur at Secur
- ------------------------------------------------------------------------------------------------------------------------------------
GECMC2001-1 N 1 20030601 20101231 10,977,191.00 2.75
GECMC2001-1 Y 1 20030610 20101209 4,030,078.00 1.31
GECMC2001-1 Y 1 20030601 20101130 4,497,188.00 1.61
GECMC2001-1 Y 1 20101201 20030601 20100930 6,604,247.00 2.11 F
GECMC2001-1 1 1,091,877.00 2.11
GECMC2001-1 1 1,079,129.00 2.11
GECMC2001-1 1 808,981.00 2.11
GECMC2001-1 1 490,711.00 2.11
GECMC2001-1 1 599,884.00 2.11
GECMC2001-1 1 596,465.00 2.11
GECMC2001-1 1 1,937,200.00 2.11
GECMC2001-1 Y 1 20030601 20101231 2,983,500.00 1.23
GECMC2001-1 Y 1 20110311 20030611 20101210 3,397,070.00 1.39
GECMC2001-1 Y 1 20030610 20100709 3,479,019.00 1.50
GECMC2001-1 Y 1 20030601 20101130 2,558,547.00 1.25
GECMC2001-1 Y 1 20030601 20101231 2,476,360.00 1.33
GECMC2001-1 Y 1 20030601 20100930 2,543,639.00 1.37
GECMC2001-1 Y 1 20030601 20100831 2,703,922.00 1.51
GECMC2001-1 Y 1 20030601 20100831 1,991,341.00 1.25
GECMC2001-1 Y 1 20030601 20100831 1,868,902.00 1.21
GECMC2001-1 Y 1 20030601 20101031 1,880,558.00 1.28
GECMC2001-1 Y 1 20030610 20110209 1,760,362.00 1.25
GECMC2001-1 Y 1 20030610 20100909 1,761,033.00 1.28
GECMC2001-1 Y 1 20030610 20101209 1,628,381.00 1.20
GECMC2001-1 Y 1 20110301 20050301 20110228 1,771,533.00 1.30
GECMC2001-1 Y 1 20030601 20101031 1,519,577.00 1.25
GECMC2001-1 Y 1 20030601 20171231 1,665,472.00 1.21
GECMC2001-1 N 1 20101001 20030601 20100630 1,553,578.00 1.32
GECMC2001-1 Y 1 20030601 20101130 1,600,911.00 1.35 F
GECMC2001-1 1 403,683.00 1.35
GECMC2001-1 1 460,773.00 1.35
GECMC2001-1 1 265,983.00 1.35
GECMC2001-1 1 470,472.00 1.35
GECMC2001-1 Y 1 20050101 20101231 1,498,266.00 1.29
GECMC2001-1 Y 1 20030601 20100930 1,338,377.00 1.20
GECMC2001-1 N 1 20030601 20101130 1,239,331.00 1.23
GECMC2001-1 Y 1 20030601 20100731 1,358,359.00 1.27 F
GECMC2001-1 1 302,723.00 1.27
GECMC2001-1 1 216,917.00 1.27
GECMC2001-1 1 141,277.00 1.27
GECMC2001-1 1 238,350.00 1.27
GECMC2001-1 1 188,558.00 1.27
GECMC2001-1 1 270,534.00 1.27
GECMC2001-1 Y 1 20030601 20100930 1,250,745.00 1.28
GECMC2001-1 Y 1 20030601 20101130 1,263,469.00 1.31
GECMC2001-1 Y 1 20030601 20051130 1,175,546.00 1.27
GECMC2001-1 Y 1 20030601 20101231 1,169,044.00 1.31
GECMC2001-1 Y 1 20050401 20110331 1,220,292.00 1.47
GECMC2001-1 Y 1 20110201 20030601 20101130 1,057,397.00 1.23
GECMC2001-1 Y 1 20030610 20110209 1,092,139.00 1.26
GECMC2001-1 Y 1 20030601 20100930 1,063,627.00 1.27
GECMC2001-1 Y 1 20030601 20101130 1,044,074.00 1.33
GECMC2001-1 Y 1 20040301 20110228 1,241,355.00 1.55
GECMC2001-1 Y 1 20030601 20100930 1,063,851.00 1.22
GECMC2001-1 Y 1 20050301 20110228 1,013,884.00 1.31
GECMC2001-1 Y 1 20030601 20101130 1,319,217.00 1.61
GECMC2001-1 Y 1 20040301 20110131 1,053,945.00 1.45
GECMC2001-1 Y 1 20110201 20030601 20101130 866,860.00 1.26
GECMC2001-1 Y 1 20030601 20101130 896,414.00 1.28
GECMC2001-1 Y 1 20030601 20101231 857,289.00 1.30
GECMC2001-1 Y 1 20030601 20101031 895,267.00 1.30
GECMC2001-1 Y 1 20030601 20101031 799,741.00 1.25
GECMC2001-1 Y 1 20030601 20100930 792,797.00 1.21
GECMC2001-1 Y 1 20030601 20101031 782,249.00 1.27
GECMC2001-1 Y 1 20030601 20101130 1,081,398.00 1.80
GECMC2001-1 Y 1 20030601 20051031 775,354.00 1.27
GECMC2001-1 Y 1 20030601 20100930 772,635.00 1.22
GECMC2001-1 Y 1 20030601 20101031 971,601.00 1.50
GECMC2001-1 Y 1 20030601 20100430 805,971.00 1.30
GECMC2001-1 N 1 20030601 20101231 714,632.00 1.32
GECMC2001-1 Y 1 20030601 20101130 730,461.00 1.31
GECMC2001-1 Y 1 20030610 20100809 706,728.00 1.32
GECMC2001-1 Y 1 20030601 20101231 764,229.00 1.43
GECMC2001-1 Y 1 20030601 20101130 665,381.00 1.27
GECMC2001-1 Y 1 N/A N/A 733,008.00 1.40
GECMC2001-1 Y 1 20030601 20110228 697,128.00 1.39
GECMC2001-1 Y 1 20030601 20101231 606,251.00 1.24
GECMC2001-1 Y 1 20030601 20101130 616,855.00 1.24
GECMC2001-1 Y 1 20030601 20101130 611,740.00 1.25
GECMC2001-1 Y 1 20030610 20101009 646,370.00 1.35
GECMC2001-1 Y 1 20050401 20110331 634,050.00 1.33
GECMC2001-1 Y 1 20050101 20101231 652,910.00 1.34
GECMC2001-1 Y 1 20040301 20110131 639,424.00 1.38
GECMC2001-1 Y 1 20110201 20030601 20101130 580,813.00 1.27
GECMC2001-1 Y 1 20030601 20101031 577,677.00 1.24
GECMC2001-1 Y 1 20030610 20100709 554,082.00 1.26
GECMC2001-1 Y 1 20030601 20101130 605,909.00 1.37
GECMC2001-1 Y 1 20030601 20101130 549,236.00 1.23
GECMC2001-1 N 1 20030601 20101130 547,411.00 1.27
GECMC2001-1 Y 1 20030610 20101009 621,302.00 1.39
GECMC2001-1 Y 1 20030601 20101031 563,534.00 1.31
GECMC2001-1 Y 1 20030610 20100909 519,609.00 1.20
GECMC2001-1 Y 1 20030601 20100630 594,209.00 1.34
GECMC2001-1 N 1 20030601 20101130 516,324.00 1.21
GECMC2001-1 Y 1 20030601 20101031 533,334.00 1.33
GECMC2001-1 Y 1 20030610 20101009 502,392.00 1.31
GECMC2001-1 Y 1 20030601 20051130 505,486.00 1.26
GECMC2001-1 Y 1 20041201 20101130 563,290.00 1.39
GECMC2001-1 Y 1 20110201 20030601 20101130 489,167.00 1.25
GECMC2001-1 Y 1 20030610 20101009 479,764.00 1.24
GECMC2001-1 Y 1 20030601 20101130 475,190.00 1.23
GECMC2001-1 Y 1 20110201 20030601 20101130 473,108.00 1.24
GECMC2001-1 Y 1 20030601 20101231 491,303.00 1.37
GECMC2001-1 Y 1 20030601 20101130 435,242.00 1.23
GECMC2001-1 Y 1 20030601 20101031 453,577.00 1.31
GECMC2001-1 Y 1 20030601 20101130 498,735.00 1.38
GECMC2001-1 Y 1 20030601 20101130 457,214.00 1.25
GECMC2001-1 Y 1 20030610 20110209 406,729.00 1.23
GECMC2001-1 Y 1 20030601 20100731 474,229.00 1.30
GECMC2001-1 N 1 20030610 20101209 383,178.00 1.14
GECMC2001-1 Y 1 20030601 20100831 478,113.00 1.36
GECMC2001-1 Y 1 20030601 20101130 407,655.00 1.25
GECMC2001-1 Y 1 20030601 20101130 424,283.00 1.32
GECMC2001-1 Y 1 20030601 20110131 410,530.00 1.29
GECMC2001-1 Y 1 20030601 20101231 404,932.00 1.30
GECMC2001-1 Y 1 20030601 20101130 429,855.00 1.36
GECMC2001-1 Y 1 20030601 20101130 404,616.00 1.27
GECMC2001-1 Y 1 20030610 20101009 348,896.00 1.22
GECMC2001-1 Y 1 20030601 20100930 357,159.00 1.26
GECMC2001-1 Y 1 20030601 20101031 344,644.00 1.24
GECMC2001-1 Y 1 20110101 20030601 20100930 352,044.00 1.25
GECMC2001-1 Y 1 20030610 20101209 331,577.00 1.21
GECMC2001-1 Y 1 20050101 20101231 375,128.00 1.37
GECMC2001-1 N 1 20110101 20030601 20100930 405,177.00 1.35
GECMC2001-1 Y 1 20030601 20100831 364,912.00 1.30
GECMC2001-1 Y 1 20030601 20101130 376,886.00 1.47
GECMC2001-1 Y 1 20030601 20101031 327,394.00 1.23
GECMC2001-1 Y 1 20101201 20030601 20100831 314,672.00 1.21
GECMC2001-1 Y 1 20030601 20101130 306,949.00 1.23
GECMC2001-1 Y 1 20110201 20030601 20101130 306,578.00 1.27
GECMC2001-1 N 1 20030601 20101031 312,974.00 1.22
GECMC2001-1 Y 1 20030601 20101031 351,384.00 1.26
GECMC2001-1 Y 1 20110101 20030601 20100930 294,029.00 1.24
GECMC2001-1 Y 1 20050101 20101231 459,066.00 1.74
GECMC2001-1 Y 1 N/A N/A 339,397.00 1.49
GECMC2001-1 N 1 20030601 20101130 299,956.00 1.30
GECMC2001-1 Y 1 20030610 20110209 257,368.00 1.23
GECMC2001-1 Y 1 20030601 20171130 353,741.00 1.40
GECMC2001-1 Y 1 20030601 20101031 304,989.00 1.43
GECMC2001-1 Y 1 20030601 20101231 282,973.00 1.43
GECMC2001-1 Y 1 20030601 20101130 247,922.00 1.23
GECMC2001-1 Y 1 20030610 20101109 282,725.00 1.34
GECMC2001-1 Y 1 20030601 20101031 277,071.00 1.39
GECMC2001-1 Y 1 20030601 20101231 242,629.00 1.25
GECMC2001-1 N 1 20030601 20101231 236,054.00 1.27
GECMC2001-1 Y 1 20030601 20101130 231,390.00 1.24
GECMC2001-1 Y 1 20030601 20101031 234,732.00 1.20
GECMC2001-1 Y 1 20030601 20101031 271,612.00 1.44
GECMC2001-1 Y 1 20030601 20100831 265,397.00 1.34
GECMC2001-1 Y 1 20030601 20091231 266,133.00 1.35
GECMC2001-1 Y 1 20030601 20101231 227,980.00 1.27
GECMC2001-1 Y 1 20030601 20101130 210,648.00 1.23
GECMC2001-1 Y 1 20030601 20101231 211,234.00 1.23
GECMC2001-1 Y 1 20030601 20101130 203,831.00 1.25
GECMC2001-1 N 1 20030601 20100430 235,328.00 1.39
GECMC2001-1 Y 1 20030601 20101031 211,690.00 1.35
GECMC2001-1 Y 1 20030601 20101031 205,067.00 1.26
GECMC2001-1 Y 1 20030601 20101130 182,363.00 1.24
GECMC2001-1 Y 1 20030601 20101231 201,740.00 1.37
GECMC2001-1 Y 1 20030601 20110131 261,361.00 1.70
GECMC2001-1 Y 1 20110201 20030601 20101130 175,431.00 1.30
GECMC2001-1 Y 1 20030601 20101130 169,416.00 1.35
GECMC2001-1 N 1 20030601 20101031 161,958.00 1.21
GECMC2001-1 N 1 20030601 20101231 159,180.00 1.34
GECMC2001-1 Y 1 20030601 20101031 172,528.00 1.36
GECMC2001-1 Y 1 20030601 20100930 153,689.00 1.39
GECMC2001-1 Y 1 20030601 20101130 100,481.00 1.28
GECMC2001-1 Y 1 20030601 20101130 95,529.00 1.23
EXHIBIT B (cont'd)
- --------------------------------------------
1 86 87
Loan Credit
Transaction Contributor Tenant
ID to Secur Lease (y,n)
- --------------------------------------------
GECMC2001-1 MGT N
GECMC2001-1 MGT N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 MGT N
GECMC2001-1 GECC N
GECMC2001-1 MGT N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 MGT N
GECMC2001-1 MGT N
GECMC2001-1 MGT N
GECMC2001-1 BSCMI N
GECMC2001-1 GECC N
GECMC2001-1 MGT N
GECMC2001-1 MGT N
GECMC2001-1 BSCMI N
GECMC2001-1 BSCMI N
GECMC2001-1 BSCMI N
GECMC2001-1 BSCMI N
GECMC2001-1 BSCMI N
GECMC2001-1 BSCMI N
GECMC2001-1 MGT N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 BSCMI N
GECMC2001-1 GECC N
GECMC2001-1 MGT N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 BSCMI N
GECMC2001-1 GECC N
GECMC2001-1 BSCMI N
GECMC2001-1 GECC N
GECMC2001-1 BSCMI N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 MGT N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 MGT N
GECMC2001-1 BSCMI N
GECMC2001-1 GECC N
GECMC2001-1 BSCMI N
GECMC2001-1 BSCMI N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 MGT N
GECMC2001-1 BSCMI N
GECMC2001-1 BSCMI N
GECMC2001-1 BSCMI N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 MGT N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 MGT N
GECMC2001-1 GECC N
GECMC2001-1 MGT N
GECMC2001-1 MGT N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 MGT N
GECMC2001-1 GECC N
GECMC2001-1 BSCMI N
GECMC2001-1 GECC N
GECMC2001-1 MGT N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 MGT N
GECMC2001-1 GECC N
GECMC2001-1 MGT N
GECMC2001-1 GECC N
GECMC2001-1 MGT N
GECMC2001-1 GECC N
GECMC2001-1 MGT N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 MGT N
GECMC2001-1 MGT N
GECMC2001-1 GECC N
GECMC2001-1 MGT N
GECMC2001-1 MGT N
GECMC2001-1 BSCMI N
GECMC2001-1 MGT N
GECMC2001-1 MGT N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 MGT N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 MGT N
GECMC2001-1 BSCMI N
GECMC2001-1 MGT N
GECMC2001-1 GECC N
GECMC2001-1 MGT N
GECMC2001-1 MGT N
GECMC2001-1 GECC N
GECMC2001-1 MGT N
GECMC2001-1 GECC N
GECMC2001-1 MGT N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
GECMC2001-1 MGT N
GECMC2001-1 GECC N
GECMC2001-1 GECC N
EXHIBIT C
FORM OF INVESTMENT REPRESENTATION LETTER
The Chase Manhattan Bank
450 West 33rd Street, 14th Floor
New York, New York 10001
Attention: Capital Markets Fiduciary Services (CMBS)
GE Capital Commercial Mortgage Corporation
292 Long Ridge Road
Stamford, Connecticut 06297
Attention: Legal Department (Real Estate)
Re: Transfer of GE Capital Commercial Mortgage Corporation Commercial
Mortgage Pass-Through Certificates, Series 2001-1
-----------------------------------------------------------------
Ladies and Gentlemen:
This letter is delivered pursuant to Section 5.02 of the Pooling and
Servicing Agreement, dated as of May 1, 2001 (the "Pooling and Servicing
Agreement"), by and among GE Capital Commercial Mortgage Corporation, as
Depositor, GE Capital Loan Services, Inc., as Servicer, Midland Loan Services,
Inc., as Special Servicer, LaSalle Bank National Association, as Trustee and ABN
AMRO Bank N.V., as Fiscal Agent, on behalf of the holders of GE Capital
Commercial Mortgage Corporation, Commercial Mortgage Pass-Through Certificates,
Series 2001-1 (the "Certificates"), in connection with the transfer by
_________________ (the "Seller") to the undersigned (the "Purchaser") of
$_______________ aggregate Certificate Balance of Class ___ Certificates (the
"Certificate"). Capitalized terms used and not otherwise defined herein shall
have the respective meanings ascribed to such terms in the Pooling and Servicing
Agreement.
In connection with such transfer, the Purchaser hereby represents
and warrants to you and the addressees hereof as follows:
1. Check one of the following:*
[ ] The Purchaser is not purchasing a Class S, Class R or Class LR
Certificate and the Purchaser is an institutional "accredited
investor" (an entity meeting the requirements of Rule
501(a)(1), (2), (3) or (7) of Regulation D under the
Securities Act of 1933, as amended (the "1933 Act")) and has
such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of
its investment in the Certificates, and the Purchaser and any
accounts for which it is acting are each able to bear the
economic risk of the Purchaser's or such account's investment.
The Purchaser is acquiring the Certificates purchased by it
for its own account or for one or more accounts (each of which
is an "institutional accredited investor") as to each of which
the Purchaser exercises sole investment discretion. The
Purchaser hereby undertakes to reimburse the Trust Fund for
any costs incurred by it in connection with this transfer.
- ---------------
* Purchaser must include one of the following two certifications.
[ ] The Purchaser is a "qualified institutional buyer" within the
meaning of Rule 144A ("Rule 144A") promulgated under the
Securities Act of 1933, as amended (the "1933 Act") The
Purchaser is aware that the transfer is being made in reliance
on Rule 144A, and the Purchaser has had the opportunity to
obtain the information required to be provided pursuant to
paragraph (d)(4)(i) of Rule 144A.
2. The Purchaser's intention is to acquire the Certificate (a)
for investment for the Purchaser's own account or (b) for resale to (i)
"qualified institutional buyers" in transactions under Rule 144A, and not in any
event with the view to, or for resale in connection with, any distribution
thereof or (ii) (other than with respect to the Residual or Class S
Certificates) institutional "accredited investors" meeting the requirements of
Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the 1933 Act,
pursuant to any other exemption from the registration requirements of the 1933
Act, subject in the case of this clause (ii) to (w) the receipt by the
Certificate Registrar of a letter substantially in the form hereof, (x) the
receipt by the Certificate Registrar of an opinion of counsel acceptable to the
Certificate Registrar that such reoffer, resale, pledge or transfer is in
compliance with the 1933 Act, (y) the receipt by the Certificate Registrar of
such other evidence acceptable to the Certificate Registrar that such reoffer,
resale, pledge or transfer is in compliance with the 1933 Act and other
applicable laws and (z) a written undertaking to reimburse the Trust for any
costs incurred by it in connection with the proposed transfer. The Purchaser
understands that the Certificate (and any subsequent Certificate) has not been
registered under the 1933 Act, by reason of a specified exemption from the
registration provisions of the 1933 Act which depends upon, among other things,
the bona fide nature of the Purchaser's investment intent (or intent to resell
to only certain investors in certain exempted transactions) as expressed herein.
3. The Purchaser has reviewed the Private Placement Memorandum
relating to the Certificates (the "Private Placement Memorandum") and the
agreements and other materials referred to therein and has had the opportunity
to ask questions and receive answers concerning the terms and conditions of the
transactions contemplated by the Private Placement Memorandum.
4. The Purchaser acknowledges that the Certificate (and any
Certificate issued on transfer or exchange thereof) has not been registered or
qualified under the 1933 Act or the securities laws of any State or any other
jurisdiction, and that the Certificate cannot be resold unless it is registered
or qualified thereunder or unless an exemption from such registration or
qualification is available.
5. The Purchaser hereby undertakes to be bound by the terms and
conditions of the Pooling and Servicing Agreement in its capacity as an owner of
a Certificate or Certificates, as the case may be (each, a "Certificateholder"),
in all respects as if it were a signatory thereto. This undertaking is made for
the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.
6. The Purchaser will not sell or otherwise transfer any portion of
the Certificate or Certificates, except in compliance with Section 5.02 of the
Pooling and Servicing Agreement.
7. Check one of the following:*
[ ] The Purchaser is a U.S. Person (as defined below) and it has
attached hereto an Internal Revenue Service ("IRS") Form W-9
(or successor form).
[ ] The Purchaser is not a U.S. Person and under applicable law in
effect on the date hereof, no taxes will be required to be
withheld by the Trustee (or its agent) with respect to
distributions to be made on the Certificate. The Purchaser has
attached hereto [either (i) a duly executed IRS Form W-8BEN
(or successor form), which identifies such Purchaser as the
beneficial owner of the Certificate and states that such
Purchaser is not a U.S. Person or (ii)]** two duly executed
copies of IRS Form W-8ECI (or successor form), which identify
such Purchaser as the beneficial owner of the Certificate and
state that interest and original issue discount on the
Certificate and Permitted Investments is, or is expected to
be, effectively connected with a U.S. trade or business. The
Purchaser agrees to provide to the Certificate Registrar
updated [IRS Forms W-8BEN or]** IRS Forms W-8ECI, as the case
may be, any applicable successor IRS forms, or such other
certifications as the Certificate Registrar may reasonably
request, on or before the date that any such IRS form or
certification expires or becomes obsolete, or promptly after
the occurrence of any event requiring a change in the most
recent IRS form of certification furnished by it to the
Certificate Registrar.
For this purpose, "U.S. Person" means a citizen or resident of the United
States, a corporation or partnership (except to the extent provided in
applicable Treasury Regulations) or other entity created or organized in, or
under the laws of, the United States, any State or the District of Columbia,
including any entity treated as a corporation or partnership for federal income
tax purposes, an estate whose income is subject to United States federal income
tax regardless of its source or a trust if a court within the United States is
able to exercise primary supervision over the administration of such trust, and
one or more such U.S. Persons have the authority to control all substantial
decisions of such trust (or, to the extent provided in applicable Treasury
Regulations, certain trusts in existence on August 20, 1996 which are eligible
to elect to be treated as U.S. Persons).
- ---------------
* Each Purchaser must include one of the two alternative certifications.
** Class S only.
8. Please make all payments due on the Certificates:***
[ ] (a) by wire transfer to the following account at a bank or
entity in New York, New York, having appropriate facilities
therefor:
Bank:_________________________________________________
ABA#:_________________________________________________
Account #:____________________________________________
Attention:____________________________________________
(b) by mailing a check or draft to the following address:
Very truly yours,
_________________________________________
[The Purchaser]
By:______________________________________
Name:
Title:
Dated:
- ---------------
*** Only to be filled out by Purchasers of Definitive Certificates. Please
select (a) or (b). For holders of Definitive Certificates, wire transfers are
only available if such holder's Definitive Certificates have an aggregate
Certificate Balance or Notional Amount, as applicable, of at least U.S.
$5,000,000.
EXHIBIT D-1
FORM OF TRANSFER AFFIDAVIT
AFFIDAVIT PURSUANT TO SECTION
860E(E)(4) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED
STATE OF )
) ss:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That [he] [she] is [Title of Officer] of [Name of Transferee]
(the "Transferee"), a [description of type of entity] duly organized and
existing under the laws of the [State of __________] [United States], on behalf
of which he makes this affidavit.
2. That the Transferee's Taxpayer Identification Number is [ ].
3. That the Transferee of a GE Capital Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series 2001-1, Class
[R] [LR] Certificate (the "Class [R] [LR] Certificate") is not a Disqualified
Organization (as defined below) or an agent thereof (including nominee,
middleman or other similar person) (an "Agent"), an ERISA Prohibited Holder or a
Non-U.S. Person (as defined below). For these purposes, a "Disqualified
Organization" means any of (i) the United States, any State or political
subdivision thereof, any possession of the United States, or any agency or
instrumentality of any of the foregoing (other than an instrumentality which is
a corporation if all of its activities are subject to tax and, majority of its
board of directors is not selected by such governmental unit), (ii) a foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of
the Code on unrelated business taxable income), (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of the Code and (v)
any other Person so designated by the Servicer based upon an Opinion of Counsel
that the holding of an Ownership Interest in a Residual Certificate by such
Person may cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or any Person having an Ownership Interest in any Class of
Certificates (other than such Person) to incur a liability for any federal tax
imposed under the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Residual Certificate to such Person. The terms
"United States," "State" and "international organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions. For
these purposes, "ERISA Prohibited Holder" means an employee benefit plan subject
to Section 406 of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA") or section 4975 of the Code or a governmental plan (as defined
in Section 3(32) of ERISA) subject to any federal, state or local law which is,
to a material extent, similar to the foregoing provisions of ERISA or the Code
(each, a "Plan") or a person acting on behalf of or investing the assets of such
a Plan. For these purposes, "Non-U.S. Person" means any person other than a U.S.
Person, unless, with respect to the Transfer of a Residual Certificate, (i) such
person holds such Residual Certificate in connection with the conduct of a trade
or business within the United States and furnishes the Transferor and the
Certificate Registrar with an effective Internal Revenue Service Form W-8ECI or
(ii) the Transferee delivers to both the Transferor and the Certificate
Registrar an opinion of a nationally recognized tax counsel to the effect that
such Transfer is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such Transfer of the Residual
Certificate will not be disregarded for federal income tax purposes.
4. That the Transferee historically has paid its debts as they have
come due and intends to pay its debts as they come due in the future and the
Transferee intends to pay taxes associated with holding the Class [R] [LR]
Certificate as they become due.
5. That the Transferee understands that it may incur tax liabilities
with respect to the Class [R] [LR] Certificate in excess of any cash flow
generated by the Class [R] [LR] Certificate.
6. That the Transferee agrees not to transfer the Class [R] [LR]
Certificate to any Person or entity unless (a) the Transferee has received from
such Person or entity an affidavit substantially in the form of this Transfer
Affidavit and (b) the Transferee provides to the Certificate Registrar a letter
substantially in the form of Exhibit D-2 to the Pooling and Servicing Agreement
certifying that it has no actual knowledge that such Person or entity is a
Disqualified Organization or an Agent thereof, an ERISA Prohibited Holder or a
Non-U.S. Person and that it, after conducting a reasonable investigation of the
financial condition of the Transferee, has no reason to believe that such Person
or entity does not satisfy the requirements set forth in paragraph 4 hereof.
7. That the Transferee agrees to such amendments of the Pooling and
Servicing Agreement, dated as of May 1, 2001 among GE Capital Commercial
Mortgage Corporation, as Depositor, GE Capital Loan Services, Inc., as Servicer,
Midland Loan Services, Inc., as Special Servicer, LaSalle Bank National
Association, as Trustee and ABN AMRO Bank N.V., as Fiscal Agent (the "Pooling
and Servicing Agreement"), as may be required to further effectuate the
restrictions on transfer of the Class [R] [LR] Certificate to such a
Disqualified Organization or an Agent thereof, an ERISA Prohibited Holder or a
Non-U.S. Person. To the extent not defined herein, the capitalized terms used
herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.
8. That, if a "tax matters person" is required to be designated with
respect to the [Upper-Tier REMIC] [Lower-Tier REMIC], the Transferee agrees to
act as "tax matters person" and to perform the functions of "tax matters person"
of the [Upper-Tier REMIC] [Lower-Tier REMIC] pursuant to Section 10.01(c) of the
Pooling and Servicing Agreement, and agrees to the irrevocable designation of
the Trustee as the Transferee's agent in performing the function of "tax matters
person."
9. The Transferee has reviewed, and agrees to be bound by and to
abide by, the provisions of Section 5.02(d) of the Pooling and Servicing
Agreement concerning registration of the transfer and exchange of Class [R] [LR]
Certificates.
10.* [That the Transferee has computed any consideration paid to it
to acquire the Class [R][LR] Certificate in accordance with proposed U.S.
Treasury Regulations Sections 1.860E-1(a)(4)(iii) and 1.860E-1(c)(5) (or, after
they have been finalized, the final regulations) by computing present values
using a discount rate equal to the applicable Federal rate prescribed by Section
1274(d) of the Code, compounded semi-annually.]
- ---------------
* Insert appropriate paragraph, if applicable.
[That the Transferee has computed any consideration paid to it to
acquire the Class [R][LR] Certificate in accordance with proposed U.S. Treasury
Regulations Sections 1.860E-1(a)(4)(iii) and 1.860E-1(c)(5) (or, after they have
been finalized, the final regulations) by computing present values using a
discount rate at least equal to the rate at which the Transferee regularly
borrows, in the ordinary course of its trade or business, substantial funds from
unrelated third parties. The Transferee has provided all information necessary
to demonstrate to the transferor that it regularly borrows at such rate.]
[That the transfer of Class [R][LR] Certificate complies with
Section 6 of Revenue Procedure 2001-12 (the "Revenue Procedure"), 2001-3 I.R.B.
335 (January 16, 2001) (or comparable provisions of applicable final U.S.
Treasury Regulations) and, accordingly,
(i) the Transferee is an "eligible corporation," as defined in
Section 860L(a)(2) of the Code, as to which income from Class
[R][LR] Certificate will only be taxed in the United States;
(ii) at the time of transfer, and at the close of the Transferee's
two fiscal years preceding the year of the transfer, the
Transferee had gross assets for financial reporting purposes
(excluding any obligation of a person related to the Investor
within the meaning of Section 860L(g) of the Code) in excess
of $100 million and net assets in excess of $10 million;
(iii) the Transferee will transfer the Class [R][LR] Certificate
only to another "eligible corporation," as defined in Section
860(a)(2) of the Code, in a transaction that satisfies the
requirements of Section 4 of the Revenue Procedure; and
(iv) the Transferee determined the consideration paid to it to
acquire the Class [R][LR] Certificate based on reasonable
market assumptions (including, but not limited to, borrowing
and investment rates, prepayment and loss assumptions, expense
and reinvestment assumptions, tax rates and other factors
specific to the Transferee) that it has determined in good
faith.]
[Reserved]
IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, by its [Title of Officer] this _____ day of __________,
20__.
[NAME OF TRANSFEREE]
By:______________________________________
[Name of Officer]
[Title of Officer]
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer] of the Transferee, and acknowledged
to me that he [she] executed the same as his [her] free act and deed and the
free act and deed of the Transferee.
Subscribed and sworn before me this ___ day of __________, 20__.
______________________________
NOTARY PUBLIC
COUNTY OF ____________________
STATE OF _____________________
My commission expires the ___ day of __________, 20__.
EXHIBIT D-2
FORM OF TRANSFEROR LETTER
[Date]
The Chase Manhattan Bank,
as Certificate Registrar
450 West 33rd Street, 14th Floor
New York, New York 10001
Attention: Capital Markets Fiduciary Services (CMBS)
Re: GE Capital Commercial Mortgage Corporation, Commercial Mortgage
Pass-Through Certificates, Series 2001-1
---------------------------------------------------------------
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true and has no reason to
believe that the requirements set forth in paragraph 3 thereof are not satisfied
or, after conducting a reasonable investigation of the financial condition of
[Transferee], that the information contained in paragraph 4 thereof is not true.
Very truly yours,
[Transferor]
_________________________________________
EXHIBIT E
(INTENTIONALLY OMITTED)
EXHIBIT F
REQUEST FOR RELEASE
__________[Date]
LaSalle Bank National Association,
as Custodian
135 S. LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention:
Re: GE Capital Commercial Mortgage Corporation,
Commercial Mortgage Pass-Through Certificates, Series 2001-1,
REQUEST FOR RELEASE
-------------------------------------------------------------
Dear _______________________,
In connection with the administration of the Mortgage Files held by
or on behalf of you as Trustee under a certain Pooling and Servicing Agreement,
dated as of May 1, 2001 (the "Pooling and Servicing Agreement"), by and among GE
Capital Commercial Mortgage Corporation, as depositor, [the undersigned, as
servicer (the "Servicer"), Midland Loan Services, Inc., as special servicer] [GE
Capital Loan Services, Inc., as servicer, the undersigned, as special servicer
(the "Special Servicer")] and you, as trustee, the undersigned hereby requests a
release of the Mortgage File (or the portion thereof specified below) held by or
on behalf of you as Trustee with respect to the following described Mortgage
Loan for the reason indicated below.
Mortgagor's Name:
Address:
Loan No.:
If only particular documents in the Mortgage File are requested, please specify
which:
Reason for requesting file (or portion thereof):
______1. Mortgage Loan paid in full. The [Servicer] [Special
Servicer] hereby certifies that all amounts received in
connection with the Mortgage Loan have been or will be
credited to the Certificate Account pursuant to the
Pooling and Servicing Agreement.
______2. The Mortgage Loan is being foreclosed.
______3. Other. (Describe)
The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten (10) days of our receipt thereof, unless the
Mortgage Loan has been paid in full, in which case the Mortgage File (or such
portion thereof) will be retained by us permanently, or unless the Mortgage Loan
is being foreclosed, in which case the Mortgage File (or such portion thereof)
will be returned when no longer required by us for such purpose.
Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.
[SERVICER][SPECIAL SERVICER]
By:____________________________________
Name:_______________________________
Title:______________________________
EXHIBIT G
FORM OF ERISA REPRESENTATION LETTER
The Chase Manhattan Bank
as Certificate Registrar
450 West 33rd Street, 14th Floor
New York, New York 10001
Attention: Capital Markets Fiduciary Services (CMBS)
GE Capital Commercial Mortgage Corporation
292 Long Ridge Road
Stamford, Connecticut 06297
Attention: Legal Department (Real Estate)
Re: Transfer of GE Capital Commercial Mortgage Corporation Commercial
Mortgage Pass-Through Certificates, Series 2001-1
-----------------------------------------------------------------
Ladies and Gentlemen:
The undersigned (the "Purchaser") proposes to purchase $____________
initial Certificate Balance of GE Capital Commercial Mortgage Corporation
Commercial Mortgage Pass-Through Certificates, Series 2001-1, Class ___ (the
"Certificate") issued pursuant to that certain Pooling and Servicing Agreement,
dated as of May 1, 2001 (the "Pooling and Servicing Agreement"), by and among GE
Capital Commercial Mortgage Corporation, as depositor (the "Depositor"), GE
Capital Loan Services, Inc., as servicer (the "Servicer"), Midland Loan
Services, Inc., as special servicer (the "Special Servicer") and LaSalle Bank
National Association, as trustee (the "Trustee") and ABN AMRO Bank N.V., as
fiscal agent (the "Fiscal Agent"). Capitalized terms used and not otherwise
defined herein have the respective meanings ascribed to such terms in the
Pooling and Servicing Agreement.
In connection with such transfer, the undersigned hereby
represents and warrants to you as follows:
1. The Purchaser is not (a) an employee benefit plan subject to the
fiduciary responsibility provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") or Section 4975 of the Internal Revenue Code
of 1986, as amended (the "Code"), or a governmental plan (as defined in Section
3(32) of ERISA) subject to any federal, state or local law ("Similar Law") which
is, to a material extent, similar to the foregoing provisions of ERISA or the
Code (each a "Plan") or (b) a person acting on behalf of or using the assets of
any such Plan (including an entity whose underlying assets include Plan assets
by reason of investment in the entity by such Plan and the application of
Department of Labor Regulation ss. 2510.3-101), other (except with respect to
the Class S, Class R or Class LR Certificates) than an insurance company using
the assets of its general account under circumstances whereby the purchase and
holding of Offered Private Certificates by such insurance company would be
exempt from the prohibited transaction provisions of ERISA and the Code under
Prohibited Transaction Class Exemption 95-60.
2. Except with respect to the Class S, Class R or Class LR
Certificates (which may not be transferred to a Person who is not described in
paragraph 1(a) above), the Purchaser understands that if the Purchaser is a
Person referred to in 1(a) or (b) above, such Purchaser is required to provide
to the Certificate Registrar an opinion of counsel in form and substance
satisfactory to the Certificate Registrar and the Depositor to the effect that
the acquisition and holding of such Certificate by such purchaser or transferee
will not result in the assets of the Trust Fund being deemed to be "plan assets"
and subject to the fiduciary responsibility provisions of ERISA, the prohibited
transaction provisions of the Code or the provisions of any Similar Law,
(without regard to the identity or nature of the other Holders of Certificates
of any Class) will not constitute or result in a "prohibited transaction" within
the meaning of ERISA, Section 4975 of the Code or any similar law, and will not
subject the Trustee, the Certificate Registrar, the Servicer, the Special
Servicer, the [Placement Agent] [Initial Purchasers] [Underwriters] or the
Depositor to any obligation or liability (including obligations or liabilities
under ERISA, Section 4975 of the Code or any such Similar Law) in addition to
those set forth in the Pooling and Servicing Agreement, which Opinion of Counsel
shall not be at the expense of the Depositor, the Servicer, the Special
Servicer, the Trustee, the Fiscal Agent, the Paying Agent, the [Placement Agent]
[Initial Purchasers] [Underwriters], the Certificate Registrar or the Trust
Fund.
IN WITNESS WHEREOF, the Purchaser hereby executes this ERISA
Representation Letter on the ___th day of _____, ____.
Very truly yours,
_________________________________________
[The Purchaser]
By:______________________________________
Name:
Title:
EXHIBIT H
FORM OF STATEMENT TO CERTIFICATEHOLDERS
DISTRIBUTION DATE: 15-Jun-2001
RECORD DATE: 31-May-2001
CLOSING DATE: 2-May-2001
NEXT PMT DATE: 16-Jul-2001
MATURITY DATE:
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1
STATEMENT TO CERTIFICATEHOLDERS
CONTACT INFORMATION
FUNCTION NAMES/ADDRESSES
- -------- ---------------
DEPOSITOR GE Capital Mortgage Services, Inc.
292 Long Ridge Road
Stamford, CT 06927
(203) 357-4000
MASTER SERVICER GE Capital Loan Services, Inc.
363 North Sam Houston Parkway Suite 2000
Houston, TX 77060
(281) 405-7000
SPECIAL SERVICER Midland Loan Services L.P.
210 West 10th Street, 6th floor
Kansas City, MO 64105
(816) 435-5025
TRUSTEE LaSalle National Bank
135 South LaSalle Street Suite 1625
Chicago, IL 60603
(312) 904-7807
PAYING AGENT Chase Manhattan Bank
450 W. 33rd Street, 14th Floor
New York, NY 10001
(212) 946-3200
FISCAL AGENT Abn Amro Bank N.V..
RELATIONSHIP MANAGER Diane Wallace
(212) 946-8583
Email: diane.e.wallace@chase.com
REPORTS AVAILABLE AT WWW.JPMORGAN.COM/ABSMBS
TABLE OF CONTENTS
STATEMENT SECTIONS PAGE(S)
- ------------------ -------
Certificate Distribution Detail 2-7
Certificate Ratings Detail 8
Mortgage Loan Stratification Tables 9-11
Loan Status Detail 12
Property History Detail 13
Delinquency Loan Detail 14
Historical Delinquency Detail 15
Specially Serviced Loan Detail 16
Specially Serviced Historical Information 17
Principal Prepayment Detail 18
Modified Loan Detail 19
Realized Loss Detail 20
The information contained herein has been obtained from sources believed to be
reliable, but The Chase Manhattan Bank does not warrant its completeness or
accuracy. All cashflows, prices, and yields herein were compiled by Chase from
sources associated with the transactions responsible for providing such
information for purposes of computing cashflows, prices and yields. Chase makes
no representations as to the appropriateness for any person of any investment in
the securities.
[CHASE LOGO]
Reports Available at www.jpmorgan.com/absmbs (C)2000, CHASE MANHATTAN BANK
DISTRIBUTION DATE: 15-Jun-2001 Page 2 of 20
RECORD DATE: 31-May-2001 STDDEAL
CLOSING DATE: 2-May-2001
NEXT PMT DATE: 16-Jul-2001
MATURITY DATE:
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1
STATEMENT TO CERTIFICATEHOLDERS
CERTIFICATE DISTRIBUTION DETAIL
Distribution in Dollars
Class CUSIP Current Pass Original Face Beginning Principal Principal Interest Prepayment Total Realized
Through Rate Value Balance Premiums/Yield Losses/Trust
Maint Charges Expenses
- ----- --------- ------------ -------------- ------------------- --------- -------- -------------- ----- ------------
A1 36158YAZ2 6.07900000% 171,865,000.00 171,865,000.00 0.00 0.00 0.00 0.00 0.00
A2 36158YBA6 6.53100000% 703,045,000.00 703,045,000.00 0.00 0.00 0.00 0.00 0.00
B 36158YBB4 6.71900000% 45,157,000.00 45,157,000.00 0.00 0.00 0.00 0.00 0.00
C 36158YBC2 6.97100000% 49,390,000.00 49,390,000.00 0.00 0.00 0.00 0.00 0.00
D 36158YBA0 7.10800000% 15,523,000.00 15,523,000.00 0.00 0.00 0.00 0.00 0.00
E N/A 6.65700000% 15,522,000.00 15,522,000.00 0.00 0.00 0.00 0.00 0.00
F N/A 6.72300000% 15,523,000.00 15,523,000.00 0.00 0.00 0.00 0.00 0.00
G N/A 7.03500000% 14,112,000.00 14,112,000.00 0.00 0.00 0.00 0.00 0.00
H N/A 6.20700000% 25,400,000.00 25,400,000.00 0.00 0.00 0.00 0.00 0.00
J N/A 6.20700000% 9,878,000.00 9,878,000.00 0.00 0.00 0.00 0.00 0.00
I1 N/A 6.20700000% 18,345,000.00 18,345,000.00 0.00 0.00 0.00 0.00 0.00
K N/A 6.20700000% 9,878,000.00 9,878,000.00 0.00 0.00 0.00 0.00 0.00
R N/A 0.00000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00
LR N/A 0.00000000% 0.00 0.00 0.00 0.00 0.00 0.00 0.00
L N/A 6.20700000% 14,112,000.00 14,112,000.00 0.00 0.00 0.00 0.00 0.00
M N/A 6.20700000% 4,233,000.00 4,233,000.00 0.00 0.00 0.00 0.00 0.00
N N/A 6.20700000% 16,933,742.00 16,933,742.00 0.00 0.00 0.00 0.00 0.00
- ----- --------- ----------- ---------------- ---------------- ---- ---- ---- ---- ----
TOTALS 1,128,916,742.00 1,128,916,742.00 0.00 0.00 0.00 0.00 0.00
Class Ending Principal
Balance
- ------ ------------------
A1 171,865,000.00
A2 703,045,000.00
B 45,157,000.00
C 49,390,000.00
D 15,523,000.00
E 15,522,000.00
F 15,523,000.00
G 14,112,000.00
H 25,400,000.00
J 9,878,000.00
I1 18,345,000.00
K 9,878,000.00
R 0.00
LR 0.00
L 14,112,000.00
M 4,233,000.00
N 16,933,742.00
- ------ ------------------
TOTALS 1,128,916,742.00
Class CUSIP Current Pass Original Face Beginning Principal Principal Interest Prepayment Total Realized
Through Rate Value Balance Premiums/Yield Losses/Trust
Maint Charges Expenses
- ----- ----- ------------ ------------- ------------------- --------- -------- -------------- ----- ------------
X1 N/A 0.81150000% 1,128,916,742.00 1,128,916,742.00 0.00 0.00 0.00 0.00 0.00
X2 N/A 0.95360000% 662,592,000.00 662,592,000.00 0.00 0.00 0.00 0.00 0.00
Class Ending Principal
Balance
- ----- -----------------
X1 1,128,916,742.00
X2 662,592,000.00
DISTRIBUTION DATE: 15-Jun-2001 Page 3 of 20
RECORD DATE: 31-May-2001 STDDEAL
CLOSING DATE: 2-May-2001
NEXT PMT DATE: 16-Jul-2001
MATURITY DATE:
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1
STATEMENT TO CERTIFICATEHOLDERS
CERTIFICATE DISTRIBUTION DETAIL
Factor Information per $1,000 of Original Face
Class CUSIP Beginning Principal Principal Interest Prepayment Total Realized Ending Principal
Factor Premiums/Yield Losses/Trust Balance
Maint Charges Expenses
- ----- --------- ------------------- ---------- ---------- -------------- ---------- ------------ ----------------
A1 36158YAZ2 0.00000582 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000582
A2 36158YBA6 0.00000142 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000142
B 36158YBB4 0.00002214 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00002214
C 36158YBC2 0.00002025 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00002025
D 36158YBA0 0.00006442 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00006442
E N/A 0.00006442 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00006442
F N/A 0.00006442 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00006442
G N/A 0.00007086 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00007086
H N/A 0.00003937 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00003937
J N/A 0.00010124 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00010124
I1 N/A 0.00005451 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00005451
K N/A 0.00010124 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00010124
R N/A 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
LR N/A 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
L N/A 0.00007086 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00007086
M N/A 0.00023624 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00023624
N N/A 0.00005905 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00005905
- ------ --------- ---------- ---------- ---------- ---------- ---------- ------------ ----------
TOTALS 0.00001506 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00001506
Class CUSIP Beginning Principal Principal Interest Prepayment Total Realized Ending Principal
Factor Premiums/Yield Losses/Trust Balance
Maint Charges Expenses
- ----- --------- ------------------- ---------- ---------- -------------- ---------- ------------ ----------------
X1 N/A 0.00000089 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000089
X2 N/A 0.00000151 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000151
DISTRIBUTION DATE: 15-Jun-2001 Page 4 of 20
RECORD DATE: 31-May-2001 STDDEAL
CLOSING DATE: 2-May-2001
NEXT PMT DATE: 16-Jul-2001
MATURITY DATE:
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1
STATEMENT TO CERTIFICATEHOLDERS
CERTIFICATE DISTRIBUTION DETAIL
Available Funds 0.00
Principal Distribution Amount 0.00
Prepayment Interest Shortfall 0.00
Default Interest 0.00
Excess Interest 0.00
Extraordinary Trust Fund Expenses 0.00
Interest Reserve Account
Deposits N/A
Withdrawals N/A
Balance Information
- -------------------
Group Loan Count at Scheduled Beginning Loan Beginning
Securitization Balance at Count Scheduled Balance
Securitization
- ------ -------------- -------------- -------------- -----------------
1 1 0.00 0 0.00
- ------ -------------- -------------- -------------- -----------------
TOTALS 1 0.00 0 0.00
Group Beginning Unpaid Ending Loan Ending Scheduled Ending Unpaid
Balance Count Balance Balance
- ------ ---------------- ----------- ---------------- -------------
1 0.00 0 0.00 0.00
- ------ ---------------- ----------- ---------------- -------------
TOTALS 0.00 0 0.00 0.00
Number and Aggregate Principal Amounts of Mortgage Loans in Delinquency
Period Number Aggregated Percentage
Principal
Balance
- -------------- ------ ---------- -----------
1 Month 0 0.00 0.000000%
2 Months 0 0.00 0.000000%
3+ Months 0 0.00 0.000000%
In Foreclosure 0 0.00 0.000000%
REO 0 0.00 0.000000%
Bankruptcies 0 0.00 0.000000%
- -------------- ------ ---------- -----------
TOTALS 0 0.00 0.000000%
DISTRIBUTION DATE: 15-Jun-2001 Page 5 of 20
RECORD DATE: 31-May-2001 STDDEAL
CLOSING DATE: 2-May-2001
NEXT PMT DATE: 16-Jul-2001
MATURITY DATE:
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1
STATEMENT TO CERTIFICATEHOLDERS
CERTIFICATE DISTRIBUTION DETAIL
Prepayment Penalties
Class Prepayment Yield Maintenance
Premium
----- ---------- -----------------
A1 0.00 0.00
A2 0.00 0.00
B 0.00 0.00
C 0.00 0.00
D 0.00 0.00
E 0.00 0.00
F 0.00 0.00
G 0.00 0.00
H 0.00 0.00
J 0.00 0.00
I1 0.00 0.00
K 0.00 0.00
R 0.00 0.00
LR 0.00 0.00
X1 0.00 0.00
L 0.00 0.00
M 0.00 0.00
N 0.00 0.00
X2 0.00 0.00
----- ---------- -----------------
TOTALS 0.00 0.00
Advance Summary
Principal & Interest Advances 0.00
Current Principal & Interest Advances 0.00
Outstanding Principal & Interest Advances 0.00
Reimbursement of Interest on any P&I Advances 0.00
Servicing Advances
Current Servicing Advances 0.00
Outstanding Servicing Advances 0.00
Reimbursement of Interest on any Servicing Advances 0.00
DISTRIBUTION DATE: 15-Jun-2001 Page 6 of 20
RECORD DATE: 31-May-2001 STDDEAL
CLOSING DATE: 2-May-2001
NEXT PMT DATE: 16-Jul-2001
MATURITY DATE:
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1
STATEMENT TO CERTIFICATEHOLDERS
CERTIFICATE DISTRIBUTION DETAIL
Fee Summary
Master Servicing Fees 44,717.11
Sub-Servicing Fees 0.00
Trustee Fees 2,160.64
Special Servicer Fee 0.00
Disposition Fee 0.00
Workout Fee 0.00
Appraisal Reduction Amounts
Loan Number Appraisal Appraisal
Reduction Reduction Amount
Effected Date
----------- ------------- ----------------
none
DISTRIBUTION DATE: 15-Jun-2001 Page 7 of 20
RECORD DATE: 31-May-2001 STDDEAL
CLOSING DATE: 2-May-2001
NEXT PMT DATE: 16-Jul-2001
MATURITY DATE:
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1
STATEMENT TO CERTIFICATEHOLDERS
CERTIFICATE DISTRIBUTION DETAIL
Interest Detail
Class Accrued Prepayment Beginning Unpaid Interest Loss
Certificate Interest Interest Shortfall Interest
- ----- -------------------- ------------------ ---------------- -------------
A1 0.00 0.00 0.00 0.00
A2 0.00 0.00 0.00 0.00
B 0.00 0.00 0.00 0.00
C 0.00 0.00 0.00 0.00
D 0.00 0.00 0.00 0.00
E 0.00 0.00 0.00 0.00
F 0.00 0.00 0.00 0.00
G 0.00 0.00 0.00 0.00
H 0.00 0.00 0.00 0.00
J 0.00 0.00 0.00 0.00
I1 0.00 0.00 0.00 0.00
K 0.00 0.00 0.00 0.00
R 0.00 0.00 0.00 0.00
LR 0.00 0.00 0.00 0.00
X1 0.00 0.00 0.00 0.00
L 0.00 0.00 0.00 0.00
M 0.00 0.00 0.00 0.00
N 0.00 0.00 0.00 0.00
X2 0.00 0.00 0.00 0.00
- ----- -------------------- ------------------ ---------------- -------------
TOTALS 0.00 0.00 0.00 0.00
Class Total Interest Certificate Interest Ending Unpaid
Payable Distributable Interest
- ----- -------------- -------------------- -------------
A1 0.00 0.00 0.00
A2 0.00 0.00 0.00
B 0.00 0.00 0.00
C 0.00 0.00 0.00
D 0.00 0.00 0.00
E 0.00 0.00 0.00
F 0.00 0.00 0.00
G 0.00 0.00 0.00
H 0.00 0.00 0.00
J 0.00 0.00 0.00
I1 0.00 0.00 0.00
K 0.00 0.00 0.00
R 0.00 0.00 0.00
LR 0.00 0.00 0.00
X1 0.00 0.00 0.00
L 0.00 0.00 0.00
M 0.00 0.00 0.00
N 0.00 0.00 0.00
X2 0.00 0.00 0.00
- ----- -------------- -------------------- -------------
TOTALS 0.00 0.00 0.00
DISTRIBUTION DATE: 15-Jun-2001 Page 8 of 20
RECORD DATE: 31-May-2001 STDDEAL
CLOSING DATE: 2-May-2001
NEXT PMT DATE: 16-Jul-2001
MATURITY DATE:
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1
STATEMENT TO CERTIFICATEHOLDERS
CERTIFICATE RATINGS DETAIL
Class CUSIP Original Ratings Changed Ratings/Change Date(1)
------------------------ ------------------------------
DCR Fitch Moody's S&P DCR Fitch Moody's S&P
- ----- --------- --- ----- ------- --- --- ----- ------- ---
A1 36158YAZ2 X X X X
A2 36158YBA6 X X X X
B 36158YBB4 X X X X
C 36158YBC2 X X X X
D 36158YBA0 X X X X
E N/A X X X X
F N/A X X X X
G N/A X X X X
H N/A X X X X
I1 N/A X X X X
J N/A X X X X
K N/A X X X X
L N/A X X X X
LR N/A X X X X
M N/A X X X X
N N/A X X X X
R N/A X X X X
X1 N/A X X X X
X2 N/A X X X X
NR - Designates that the class was not rated by the above agency at the time of
original issuance.
N/A - Not applicable.
X - Designates that the rating agency did not rate class at the time of
issuance.
(1) The information contained herein has been received directly from the
applicable rating agency within 30 days of this report. It is possible that the
current ratings may have changed before the release of this report, hence, Chase
recommends contacting the rating agency listed below directly for more recent
information and further details supporting the rating issued for each class.
DISTRIBUTION DATE: 15-Jun-2001 Page 9 of 20
RECORD DATE: 31-May-2001 STDDEAL
CLOSING DATE: 2-May-2001
NEXT PMT DATE: 16-Jul-2001
MATURITY DATE:
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1
STATEMENT TO CERTIFICATEHOLDERS
MORTGAGE LOAN STRATIFICATION TABLES
STRATIFICATION BY ENDING SCHEDULED BALANCE AMOUNT
Weighted Average
# of Principal Balance % of Agg. ---------------------------
Ending Scheduled Balance Amount Loans ($) Prin. Bal. WAM Note Rate(%) DSCR
- ------------------------------- ----- ----------------- ---------- --- ------------ --------
$1,000,000 or Less 0 0.00 0 0.000000 0.000000
$1,000,001 to $2,000,000 0 0.00 0 0.000000 0.000000
$2,000,001 to $4,000,000 0 0.00 0 0.000000 0.000000
$4,000,001 to $6,000,000 0 0.00 0 0.000000 0.000000
$6,000,001 to $8,000,000 0 0.00 0 0.000000 0.000000
$8,000,001 to $10,000,000 0 0.00 0 0.000000 0.000000
$10,000,001 to $15,000,000 0 0.00 0 0.000000 0.000000
$15,000,001 to $20,000,000 0 0.00 0 0.000000 0.000000
- ------------------------------- ----- ----------------- ---------- --- ------------ --------
Totals 0 0.00 0.00 0 0.000000 0.000000
=============================== ===== ================= ========== === ============ ========
AVERAGE PRINCIPAL BALANCE: 0.00
STRATIFICATION BY STATE CODE
Weighted Average
# of Principal Balance % of Agg. -------------------------
State Code Loans ($) Prin. Bal. WAM Note Rate(%) DSCR
- ---------- ----- ----------------- ---------- --- ------------ --------
FLORIDA 0 0.00 0 0.000000 0.000000
- ---------- ----- ----------------- ---------- --- ------------ --------
Totals 0 0.00 0.00 0 0.000000 0.000000
DISTRIBUTION DATE: 15-Jun-2001 Page 10 of 20
RECORD DATE: 31-May-2001 STDDEAL
CLOSING DATE: 2-May-2001
NEXT PMT DATE: 16-Jul-2001
MATURITY DATE:
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1
STATEMENT TO CERTIFICATEHOLDERS
MORTGAGE LOAN STRATIFICATION TABLES
STRATIFICATION BY CURRENT NOTE RATE
Weighted Average
# of Principal Balance % of Agg. -------------------------
Current Note Rate Loans ($) Prin. Bal. WAM Note Rate(%) DSCR
- ------------------------ ----- ----------------- ---------- --- ------------ --------
0.000000% to 7.500000% 0 0.00 0 0.000000 0.000000
7.510000% to 7.750000% 0 0.00 0 0.000000 0.000000
7.760000% to 8.000000% 0 0.00 0 0.000000 0.000000
8.010000% to 8.250000% 0 0.00 0 0.000000 0.000000
8.260000% to 8.500000% 0 0.00 0 0.000000 0.000000
8.510000% to 8.750000% 0 0.00 0 0.000000 0.000000
8.760000% to 9.000000% 0 0.00 0 0.000000 0.000000
9.010000% to 9.250000% 0 0.00 0 0.000000 0.000000
9.260000% to 9.500000% 0 0.00 0 0.000000 0.000000
9.510000% to 9.750000% 0 0.00 0 0.000000 0.000000
9.760000% to 10.000000% 0 0.00 0 0.000000 0.000000
10.010000% to 11.010000% 0 0.00 0 0.000000 0.000000
- ------------------------ ----- ----------------- ---------- --- ------------ --------
Totals 0 0.00 0.00 0 0.000000 0.000000
STRATIFICATION BY REMAINING STATED TERM ( BALLOON LOANS ONLY)
Weighted Average
# of Principal Balance % of Agg. -------------------------
Remaining Stated Term Loans ($) Prin. Bal. WAM Note Rate(%) DSCR
- ------------------------ ----- ----------------- ---------- --- ------------ --------
70 months or Less 0 0.00 0 0.000000 0.000000
71 months to 90 months 0 0.00 0 0.000000 0.000000
91 months to 110 months 0 0.00 0 0.000000 0.000000
111 months to 115 months 0 0.00 0 0.000000 0.000000
116 months to 120 months 0 0.00 0 0.000000 0.000000
121 months to 200 months 0 0.00 0 0.000000 0.000000
201 months to 274 months 0 0.00 0 0.000000 0.000000
- ------------------------ ----- ----------------- ---------- --- ------------ --------
Totals 0 0.00 0.00 0 0.000000 0.000000
STRATIFICATION BY DEBT SERVICE COVERAGE RATIO
Weighted Average
# of Principal Balance % of Agg. -------------------------
Debt Service Coverage Ratio Loans ($) Prin. Bal. WAM Note Rate(%) DSCR
- --------------------------- ----- ----------------- ---------- --- ------------ --------
0.000000 to 1.000000 0 0.00 0 0.000000 0.000000
1.010000 to 1.200000 0 0.00 0 0.000000 0.000000
1.210000 to 1.240000 0 0.00 0 0.000000 0.000000
1.250000 to 1.300000 0 0.00 0 0.000000 0.000000
1.310000 to 1.400000 0 0.00 0 0.000000 0.000000
1.410000 to 1.500000 0 0.00 0 0.000000 0.000000
1.510000 to 1.600000 0 0.00 0 0.000000 0.000000
1.610000 to 1.700000 0 0.00 0 0.000000 0.000000
1.710000 to 1.800000 0 0.00 0 0.000000 0.000000
1.810000 to 1.900000 0 0.00 0 0.000000 0.000000
1.910000 to 2.000000 0 0.00 0 0.000000 0.000000
2.010000 to 2.300000 0 0.00 0 0.000000 0.000000
2.310000 to 2.400000 0 0.00 0 0.000000 0.000000
- --------------------------- ----- ----------------- ---------- --- ------------ --------
Totals 0 0.00 0.00 0 0.000000 0.000000
STRATIFICATION BY REMAINING STATED TERM (FULLY AMORTIZING LOANS ONLY)
Weighted Average
# of Principal Balance % of Agg. -------------------------
Remaining Stated Term Loans ($) Prin. Bal. WAM Note Rate(%) DSCR
- ------------------------ ----- ----------------- ---------- --- ------------ --------
70 months or Less 0 0.00 0 0.000000 0.000000
71 months to 90 months 0 0.00 0 0.000000 0.000000
91 months to 110 months 0 0.00 0 0.000000 0.000000
111 months to 115 months 0 0.00 0 0.000000 0.000000
116 months to 120 months 0 0.00 0 0.000000 0.000000
121 months to 200 months 0 0.00 0 0.000000 0.000000
201 months to 274 months 0 0.00 0 0.000000 0.000000
- ------------------------ ----- ----------------- ---------- --- ------------ --------
Totals 0 0.00 0.00 0 0.000000 0.000000
DISTRIBUTION DATE: 15-Jun-2001 Page 11 of 20
RECORD DATE: 31-May-2001 STDDEAL
CLOSING DATE: 2-May-2001
NEXT PMT DATE: 16-Jul-2001
MATURITY DATE:
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1
STATEMENT TO CERTIFICATEHOLDERS
MORTGAGE LOAN STRATIFICATION TABLES
STRATIFICATION BY PROPERTY TYPE
Weighted Average
# of Principal Balance % of -------------------------
Property Type Loans ($) Agg. WAM Note Rate(%) DSCR
- ------------------------ ----- ----------------- ---------- --- ------------ --------
Office 0 0.00 0 0.000000 0.000000
Retail/Office 0 0.00 0 0.000000 0.000000
Hotel 0 0.00 0 0.000000 0.000000
Industrial 0 0.00 0 0.000000 0.000000
Flex 0 0.00 0 0.000000 0.000000
Multi-Family (including 3 or 0 0.00 0 0.000000 0.000000
Retail, Anchored 0 0.00 0 0.000000 0.000000
Retail,Unanchored 0 0.00 0 0.000000 0.000000
Condo, Co-Op or 0 0.00 0 0.000000 0.000000
Warehouse 0 0.00 0 0.000000 0.000000
Mixed Use 0 0.00 0 0.000000 0.000000
Mobile Home 0 0.00 0 0.000000 0.000000
Used Car 0 0.00 0 0.000000 0.000000
Securities 0 0.00 0 0.000000 0.000000
Self Storage 0 0.00 0 0.000000 0.000000
High Rise Condo 0 0.00 0 0.000000 0.000000
Church 0 0.00 0 0.000000 0.000000
- ------------------------ ----- ----------------- ---------- --- ------------ --------
Totals 0 0.00 0.00 0 0.000000 0.000000
STRATIFICATION BY SEASONING
Weighted Average
# of Principal Balance % of Agg. -------------------------
Seasoning Loans ($) Prin. Bal. WAM Note Rate(%) DSCR
- ------------------------ ----- ----------------- ---------- --- ------------ --------
12 months or Less 0 0.00 0 0.000000 0.000000
13 months to 24 months 0 0.00 0 0.000000 0.000000
25 months to 36 months 0 0.00 0 0.000000 0.000000
37 months to 48 months 0 0.00 0 0.000000 0.000000
49 months to 60 months 0 0.00 0 0.000000 0.000000
61 months to 72 months 0 0.00 0 0.000000 0.000000
73 months to 84 months 0 0.00 0 0.000000 0.000000
85 months to 96 months 0 0.00 0 0.000000 0.000000
97 months to 108 months 0 0.00 0 0.000000 0.000000
- ------------------------ ----- ----------------- ---------- --- ------------ --------
Totals 0 0.00 0.00 0 0.000000 0.000000
DISTRIBUTION DATE: 15-Jun-2001 Page 12 of 20
RECORD DATE: 31-May-2001 STDDEAL
CLOSING DATE: 2-May-2001
NEXT PMT DATE: 16-Jul-2001
MATURITY DATE:
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1
STATEMENT TO CERTIFICATEHOLDERS
LOAN STATUS DETAIL
Loan Offering Property City State Scheduled Scheduled Note Maturity Neg Beginning Ending Paid
Number Memo Type Principal Interest Rate Date Amt Scheduled Scheduled Through
Cross (I) Amount Amount Flag Balance Balance Date
Reference
- ------ --------- -------- ----- ----- ---------- --------- ------ -------- ---- --------- --------- ----------
123456 50 OF TAMPA FL $0.00 $0.00 .00000 N/A N $0.00 $0.00 06/01/2001
Loan Appraisal Appraisal Has Loan Loan
Number Reduction Reduction Ever Been Status
Date Amount Specially Code
Serviced? (II)
(Y/N)
- ------ --------- --------- --------- ------
123456 N/A $0.00 N
<FN>
(I) PROPERTY TYPE CODE:
CH Church IN Industrial MU Mixed Use
CO Condo, Coop or TH LO Lodging NE Non-Exempt
HC Health Care MF Multi Family OF Office
HO Hotel MH Mobile Home Park OT Other
IF Industrial/Flex MP Multiple Properties PD Plan Unit Development
MS Mini Storage RO Retail/Office
RT Retail
SC School, HCF or WF
SE Securities
SF Single Family
SS Self Storage
WH Warehouse
(II) LOAN STATUS CODE:
1. Specially Serviced 6. Discounted Payoff
2. Foreclosure 7. Foreclosure Sale
3. Bankruptcy 8. Bankruptcy Sale
4. REO 9. REO Disposal
5. Prepayment in Full 10. Modification/Workout
11. Rehabilitation
</FN>
DISTRIBUTION DATE: 15-Jun-2001 Page 13 of 20
RECORD DATE: 31-May-2001 STDDEAL
CLOSING DATE: 2-May-2001
NEXT PMT DATE: 16-Jul-2001
MATURITY DATE:
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1
STATEMENT TO CERTIFICATEHOLDERS
PROPERTY HISTORY DETAIL
Annual Estimate based on
Offering Memo Data of Last No. Months Current Quarter Prior Full Year
Cross --------------------- Revenue ------------------------ --------------------
Loan Number Reference Property Name Inspection Financial Annualized NOI DSCR Occupancy NOI DSCR Occupancy
- ----------- ------------- ------------- ---------- --------- ---------- --- ---- --------- --- ---- ---------
NO PROPERTY HISTORY REPORTED THIS PERIOD
DISTRIBUTION DATE: 15-Jun-2001 Page 14 of 20
RECORD DATE: 31-May-2001 STDDEAL
CLOSING DATE: 2-May-2001
NEXT PMT DATE: 16-Jul-2001
MATURITY DATE:
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1
STATEMENT TO CERTIFICATEHOLDERS
DELINQUENCY LOAN DETAIL
Loan Number Offering # of Months Paid Through Current Loan Balance Current Outstanding P&I Advance Loan Special
Memo Cross Delinquent Date P&I Advances** Description Status Servicer
Referemce Advances (I) Start Date
- ----------- ---------- ----------- ------------ -------------------- -------- --------------- ----------- ------ ----------
NO DELINQUENT LOANS REPORTED THIS PERIOD
Loan Number Foreclosure Current Outstanding Outstanding REO
Date Property Property Property Date
Protection Protection Bankruptcy
Advances Advances Date
- ----------- ----------- ---------- ----------- ----------- ----
<FN>
(I) ADVANCE DESCRIPTION: A. In grace period
B. Late but < 1 month
1. 1 month delinquent
2. 2 months delinquent
3. 3+ months delinquent
** Outstanding P&I advances include current period.
(II) LOAN STATUS CODE:
1. Specially Serviced 6. Discounted Payoff
2. Foreclosure 7. Foreclosure Sale
3. Bankruptcy 8. Bankruptcy Sale
4. REO 9. REO Disposal
5. Prepayment in Full 10. Modification/Workout
11. Rehabilitation
</FN>
DISTRIBUTION DATE: 15-Jun-2001 Page 15 of 20
RECORD DATE: 31-May-2001 STDDEAL
CLOSING DATE: 2-May-2001
NEXT PMT DATE: 16-Jul-2001
MATURITY DATE:
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1
STATEMENT TO CERTIFICATEHOLDERS
HISTORICAL DELINQUENCY DETAIL
Delinquencies Prepayments
-------------------------------------------------------------- --------------------------------------
1 Month 2 Months 3 Months(+) Foreclosures REO Modifications Curtailment Payoff
Distrib. ---------- ---------- ------------ ------------ ---------- ------------- ----------- ----------
Date # Balance # Balance # Balance # Balance # Balance # Balance # Balance # Balance
- ---------- - ------- - ------- - ------- - ------- - ------- - ------- - ------- - -------
06/15/2001 0 $0.00 0 $0.00 0 $0.00 0 $0.00 0 $0.00 0 $0.00 0 $0.00 0 $0.00
0.000% 0.000% 0.000% 0.000% 0.000%
04/16/2001 0 $0.00 0 $0.00 0 $0.00 0 $0.00 0 $0.00 0 $0.00 0 $0.00 0 $0.00
0.000% 0.000% 0.000% 0.000% 0.000%
Rates & Maturities
-----------------------
Next Weighted Avg.
Distrib. ------------------
Date Coupon Remit WAM
- ---------- -------- -------- ---
06/15/2001 0.000000 0.000000 0
04/16/2001 0.000000 0.000000 0
<FN>
*** NOTE: FORECLOSURES AND REO TOTALS ARE EXCLUDED FROM THE DELINQUENT AGING CATEGORIES
</FN>
DISTRIBUTION DATE: 15-Jun-2001 Page 16 of 20
RECORD DATE: 31-May-2001 STDDEAL
CLOSING DATE: 2-May-2001
NEXT PMT DATE: 16-Jul-2001
MATURITY DATE:
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1
STATEMENT TO CERTIFICATEHOLDERS
SPECIALLY SERVICED LOAN DETAIL
Loan Special Offering Property Date of Transfer Inspection Appraisal Appraisal Comments
Number Service Memo Type Balance to Specially Date Date Value
Code Cross Code Serviced
(II) Reference (I)
- ------ ------- --------- -------- -------------------- ---------- --------- --------- --------
NO SPECIALLY SERVICED LOANS REPORTED THIS PERIOD
<FN>
(I) PROPERTY TYPE CODE: IN Industrial MU Mixed Use
CH Church LO Lodging NE Non-Exempt
CO Condo, Coop or TH MF Multi Family OF Office
HC Health Care MH Mobile Home Park OT Other
HO Hotel MP Multiple Properties PD Plan Unit Development
IF Industrial/Flex MS Mini Storage RO Retail/Office
RT Retail SC School, HCF or WF
SE Securities
SF Single Family
SS Self Storage
WH Warehouse
(II) SPECIAL SERVICE CODE :
(1) Request to waive prepayment penalty
(2) Payment default
(3) Request to modify or workout
(4) Borrower Bankruptcy
(5) In Foreclosure
(6) Now REO
(7) Paid Off
(8) Returned to Master Servicer
</FN>
DISTRIBUTION DATE: 15-Jun-2001 Page 17 of 20
RECORD DATE: 31-May-2001 STDDEAL
CLOSING DATE: 2-May-2001
NEXT PMT DATE: 16-Jul-2001
MATURITY DATE:
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1
STATEMENT TO CERTIFICATEHOLDERS
SPECIALLY SERVICED HISTORICAL INFORMATION
Distribution Loan Offering Special Date Current Balance Property State Interest Net NOI Debt
Date Number Memo Service of Scheduled Change since Type Rate Operating Date Service
Cross Code Correction Balance Transfer Code Income Coverage
Reference (II) Date (I) Ratio
- ------------ ------ --------- ------- ---------- --------- ------------ -------- ----- -------- --------- ---- --------
NO SPECIALLY SERVICED LOANS REPORTED THIS PERIOD
Distribution Note Paid Maturity Rem
Date Date Through Date Term
Date
- ------------ ---- ------- -------- ----
<FN>
(I) PROPERTY TYPE CODE: IN Industrial MU Mixed Use
CH Church LO Lodging NE Non-Exempt
CO Condo, Coop or TH MF Multi Family OF Office
HC Health Care MH Mobile Home Park OT Other
HO Hotel MP Multiple Properties PD Plan Unit Development
IF Industrial/Flex MS Mini Storage RO Retail/Office
RT Retail SC School, HCF or WF
SE Securities
SF Single Family
SS Self Storage
WH Warehouse
(II) SPECIAL SERVICE CODE :
(1) Request to waive prepayment penalty
(2) Payment default
(3) Request to modify or workout
(4) Borrower Bankruptcy
(5) In Foreclosure
(6) Now REO
(7) Paid Off
(8) Returned to Master Servicer
</FN>
DISTRIBUTION DATE: 15-Jun-2001 Page 18 of 20
RECORD DATE: 31-May-2001 STDDEAL
CLOSING DATE: 2-May-2001
NEXT PMT DATE: 16-Jul-2001
MATURITY DATE:
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1
STATEMENT TO CERTIFICATEHOLDERS
PRINCIPAL PREPAYMENT DETAIL
Principal Loan Offering Property Curtailment Payoff Prepayment Mortgage
Prepayment Number Memo Type Amount Amount Premium Repurchase
Date Cross (I) Price
Reference
- ---------- ------ --------- -------- ----------- ------ ---------- ----------
NO PRINCIPAL PREPAYMENT REPORTED THIS PERIOD
<FN>
(I) PROPERTY TYPE CODE: IN Industrial MU Mixed Use
CH Church LO Lodging NE Non-Exempt
CO Condo, Coop or TH MF Multi Family OF Office
HC Health Care MH Mobile Home Park OT Other
HO Hotel MP Multiple Properties PD Plan Unit Development
IF Industrial/Flex MS Mini Storage RO Retail/Office
RT Retail SC School, HCF or WF
SE Securities
SF Single Family
SS Self Storage
WH Warehouse
</FN>
DISTRIBUTION DATE: 15-Jun-2001 Page 19 of 20
RECORD DATE: 31-May-2001 STDDEAL
CLOSING DATE: 2-May-2001
NEXT PMT DATE: 16-Jul-2001
MATURITY DATE:
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1
STATEMENT TO CERTIFICATEHOLDERS
MODIFIED LOAN DETAIL
Loan Offering Modification Modification Description
Number Memorandum Date
Cross
Reference
- ------ ---------- ------------ ------------------------
NO MODIFIED LOANS REPORTED THIS PERIOD
DISTRIBUTION DATE: 15-Jun-2001 Page 20 of 20
RECORD DATE: 31-May-2001 STDDEAL
CLOSING DATE: 2-May-2001
NEXT PMT DATE: 16-Jul-2001
MATURITY DATE:
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2001-1
STATEMENT TO CERTIFICATEHOLDERS
REALIZED LOSS DETAIL
Loan Offering Appraisal Appraisal Beginning Gross Proceeds Gross Liquidation Net Net Realized Loss
Number Memo Date Value Scheduled Proceeds % Expenses Liquidation Proceeds %
Cross Balance Scheduled Proceeds Scheduled
Reference Principal Balance
- ------ --------- --------- --------- --------- -------------- ---------- ----------- ----------- ---------- -------------
NO REALIZED LOSSES REPORTED THIS PERIOD
EXHIBIT I
OMNIBUS ASSIGNMENT
------------------
[NAME OF CURRENT ASSIGNOR] having an address at [ADDRESS OF CURRENT
ASSIGNOR] (the "Assignor") for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, hereby sells, transfers, assigns,
delivers, sets over and conveys, without recourse, representation or warranty,
express or implied, unto "[_______________], as trustee for the registered
holders of GE Capital Commercial Mortgage Corporation, Commercial Mortgage
Pass-Through Certificates, Series 2001-1" (the "Assignee"), having an office at
[_______________], Attn: Corporate Trust Administrator/GE Capital Commercial
Mortgage Corporation, Series 2001-1, its successors and assigns, all right,
title and interest of the Assignor in and to:
That certain mortgage and security agreement, deed of trust and security
agreement, deed to secure debt and security agreement, or similar security
instrument (the "Security Instrument"), and that certain Promissory Note (the
"Note"), for each of the Mortgage Loans shown on the Mortgage Loan Schedule
attached hereto as Exhibit A, and that certain assignment of leases and rents
given in connection therewith and all of the Assignor's right, title and
interest in any claims, collateral, insurance policies, certificates of deposit,
letters of credit, escrow accounts, performance bonds, demands, causes of action
and any other collateral arising out of and/or executed and/or delivered in or
to or with respect to the Security Instrument and the Note, together with any
other documents or instruments executed and/or delivered in connection with or
otherwise related to the Security Instrument and the Note.
IN WITNESS WHEREOF, the Assignor has executed this instrument under
seal to be effective as of the [__] day of May, 2001.
[NAME OF CURRENT ASSIGNOR]
By: ______________________________________
Name:
Title:
EXHIBIT J
FORM OF OPERATING STATEMENT ANALYSIS REPORT
MBA/CSSA METHODOLOGY FOR ANALYZING AND REPORTING PROPERTY INCOME STATEMENTS
NOTE: THIS IS A WORKBOOK CONTAINING OPERATING STATEMENT ANALYSIS REPORTS AND
NOI ADJUSTMENT WORKSHEETS FOR THE PROPERTY TYPES LISTED BELOW. IN
ADDITION TO A MASTER CODING MATRIX AT BOTH A SUMMARY AND LINE BY LINE
DETAIL LEVEL.
COMMERCIAL
MULTIFAMILY
LODGING
HEALTHCARE
PLEASE PRINT THE ENTIRE WORKBOOK.
COMMERCIAL OPERATING STATEMENT ANALYSIS REPORT
(includes Retail/Office/Industrial/Warehouse/Mixed Use/Self Storage)
AS OF MM/DD/YY
PROPERTY OVERVIEW
PROSPECTUS ID
Current Scheduled Loan Balance/Paid to Date Current Allocated Loan Amount %
Property Name
Property Type
Property Address, City, State
Net Rentable SF/Units/Pads,Beds Use second box to specify sqft.,units...
Year Built/Year Renovated
Cap Ex Reserve (annually)/per Unit.etc. (1) specify annual/per unit...
Year of Operations UNDERWRITING MM/DD/YY MM/DD/YY MM/DD/YY MM/DD/YY
------------ -------- -------- -------- --------
Occupancy Rate (physical)
Occupancy Date
Average Rental Rate
<FN>
(1) Total $ amount of Capital Reserves required annually by loan documents,
excl. Leasing Commission and TI's
</FN>
INCOME: (prcdng yr (prcdng yr
Number of Mos. Covered to base) to 2nd prcdng)
Period Ended UNDERWRITING 3RD PRECEDING 2ND PRECEDING PRECEDING YR. TTM/YTD(2) YYYY-U/W YYYY-YYYY
Statement Classification(yr) BASE LINE (fm NOI Adj Sheet) AS OF / /XX VARIANCE VARIANCE
------------ ------------- ------------- ------------------ ----------- --------- -------------
Gross Potential Rent (3)
Less: Vacancy/collection
Loss
OR
Base Rent (3)
Expense Reimbursement
Percentage Rent
Parking Income
Other Income
*EFFECTIVE GROSS INCOME
<FN>
(2) Servicer will not be expected to "Normalize" these YTD/TTM numbers.
(3) Use either Gross Potential (with Vacancy/collection Loss) or Base Rents; use negative $amt for Vacancy collection Loss
</FN>
OPERATING EXPENSES:
Real Estate Taxes
Property Insurance
Utilities
Repairs and Maintenance
Janitorial
Management Fees
Payroll & Benefits
Advertising & Marketing
Professional Fees
General and Administrative
Other Expenses
Ground Rent
*TOTAL OPERATING EXPENSES
OPERATING EXPENSE RATIO
*NET OPERATING INCOME
Leasing Commissions
Tenant Improvements
Capital Expenditures
Extraordinary Capital Expenditures
*TOTAL CAPITAL ITEMS
*NET CASH FLOW
DEBT SERVICE (PER SERVICER)
*NET CASH FLOW AFTER DEBT SERVICE
*DSCR: (NOI/DEBT SERVICE)
*DSCR: (NCF/DEBT SERVICE)
SOURCE OF FINANCIAL DATA:
(ie. operating statements, financial statements, tax return, other)
NOTES AND ASSUMPTIONS: Years above will roll, always showing a 3yr sequential
history. Comments from the most recent NOI Adjustment Worksheet should be
carried forward to Operating Statement Analysis Report. Year-over-year variances
(either higher or lower) must be explained and noted for the following: 10%
DSCR CHANGE, 15% EGI/TOTAL OPERATING EXPENSES OR TOTAL CAPITAL ITEMS.
INCOME: COMMENTS
EXPENSE: COMMENTS
CAPITAL ITEMS: COMMENTS
* Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA
Loan Periodic Update File. Note that information for multiple property loans
must be consolidated (if available) for reporting to the CMSA Loan Periodic
Update file.
COMMERCIAL NOI ADJUSTMENT WORKSHEET
(includes Retail/Office/Industrial/Warehouse/Mixed Use/Self Storage)
AS OF MM/DD/YY
PROPERTY OVERVIEW
PROSPECTUS ID
Current Scheduled Loan Balance/Paid to Date Current Allocated Loan Amount %
Property Name
Property Type
Property Address, City, State
Net Rentable SF/Units/Pads,Beds Use second box to specify sqft.,units...
Year Built/Year Renovated
Cap Ex Reserve (annually)/per Unit.etc. (1) specify annual/per unit...
Year of Operations
Occupancy Rate (physical)
Occupancy Date
Average Rental Rate
(1) Total $ amount of Capital Reserves required annually by loan documents,
excl. Leasing Commission and TI's
INCOME: YYYY NOTES
-------- -----
BORROWER
Statement Classification ACTUAL ADJUSTMENT NORMALIZED
-------- ---------- ----------
Gross Potential Rent (2)
Less: Vacancy Loss
OR
Base Rent (2)
Expense Reimbursement
Percentage Rent
Parking Income
Other Income
EFFECTIVE GROSS INCOME
<FN>
(2) Use either Gross Potential (with Vacancy Loss) or Base Rents; use negative
$amt for Vacancy Loss
</FN>
OPERATING EXPENSES:
Real Estate Taxes
Property Insurance
Utilities
Repairs and Maintenance
Janitorial
Management Fees
Payroll & Benefits Expense
Advertising & Marketing
Professional Fees
General and Administrative
Other Expenses For self-storage include franchise fees
Ground Rent
TOTAL OPERATING EXPENSES
OPERATING EXPENSE RATIO
NET OPERATING INCOME
Leasing Commissions (3)
Tenant Improvements (3)
Capital Expenditures
Extraordinary Capital Expenditures
TOTAL CAPITAL ITEMS
<FN>
(3) Actual current yr, but normalize for annual if possible via contractual,
U/W or other data
</FN>
NET CASH FLOW
DEBT SERVICE (PER SERVICER)
NET CASH FLOW AFTER DEBT SERVICE
DSCR: (NOI/DEBT SERVICE)
DSCR: (NCF/DEBT SERVICE)
SOURCE OF FINANCIAL DATA:
(i.e.. operating statements, financial statements, tax return, other)
NOTES AND ASSUMPTIONS: This report should be completed annually for
"Normalization" of Borrower's numbers. Methodology used is per MBA/CMSA Standard
Methodology unless otherwise noted. The "Normalized" column and corresponding
comments should roll through to the Operating Statement Analysis Report.
INCOME: COMMENTS
EXPENSE: COMMENTS
CAPITAL ITEMS: COMMENTS
MULTIFAMILY OPERATING STATEMENT ANALYSIS REPORT (includes Mobile Home Parks)
AS OF MM/DD/YY
PROPERTY OVERVIEW
PROSPECTUS ID
Current Scheduled Loan Balance/Paid to Date Current Allocated Loan Amount %
Property Name
Property Type
Property Address, City, State
Net Rentable SF/Units/Pads,Beds Use second box to specify sqft.,units...
Year Built/Year Renovated
Cap Ex Reserve (annually)/per Unit.etc. (1) specify annual/per unit...
Year of Operations UNDERWRITING MM/DD/YY MM/DD/YY MM/DD/YY MM/DD/YY
------------ -------- -------- -------- --------
Occupancy Rate (physical)
Occupancy Date
Average Rental Rate
<FN>
(1) Total $ amount of Capital Reserves required annually by loan documents.
</FN>
INCOME: (prcdng yr (prcdng yr
Number of Mos. Covered to base) to 2nd prcdng)
Period Ended UNDERWRITING 3RD PRECEDING 2ND PRECEDING PRECEDING YR. TTM/YTD(2) YYYY-U/W YYYY-YYYY
Statement Classification(yr) BASE LINE (fm NOI Adj Sheet) AS OF / /XX VARIANCE VARIANCE
------------ ------------- ------------- ------------------ ----------- --------- -------------
Gross Potential Rent (3)
Less: Vacancy Loss
OR
Base Rent (3)
Laundry/Vending Income
Parking Income
Other Income
*EFFECTIVE GROSS INCOME
<FN>
(2) Servicer will not be expected to "Normalize" these YTD/TTM numbers.
(3) Use either Gross Potential (with Vacancy Loss) or Base Rents; use negative $amt for Vacancy Loss
</FN>
OPERATING EXPENSES:
Real Estate Taxes
Property Insurance
Utilities
Repairs and Maintenance
Management Fees
Payroll & Benefits
Advertising & Marketing
Professional Fees
General and Administrative
Other Expenses
Ground Rent
*TOTAL OPERATING EXPENSES
OPERATING EXPENSE RATIO
*NET OPERATING INCOME
Capital Expenditures
Extraordinary Capital Expenditures
TOTAL CAPITAL ITEMS
*NET CASH FLOW
DEBT SERVICE (PER SERVICER)
*NET CASH FLOW AFTER DEBT SERVICE
*DSCR: (NOI/Debt Service)
*DSCR: (NCF/Debt Service)
SOURCE OF FINANCIAL DATA:
(ie. operating statements, financial statements, tax return, other)
NOTES AND ASSUMPTIONS: Years above will roll, always showing a 3yr sequential
history. Comments from the most recent NOI Adjustment Worksheet should be
carried forward to Operating Statement Analysis Report. Year-over-year variances
(either higher or lower) must be explained and noted for the following: >10%
DSCR CHANGE, >15% EGI/TOTAL OPERATING EXPENSES OR TOTAL CAPITAL ITEMS.
INCOME: COMMENTS
EXPENSE: COMMENTS
CAPITAL ITEMS: COMMENTS
* Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA
Loan Periodic Update File. Note that information for multiple property loans
must be consolidated (if available) for reporting to the CMSA Loan Periodic
Update file.
MULTIFAMILY NOI ADJUSTMENT WORKSHEET (includes Mobile Home Parks)
AS OF MM/DD/YY
PROPERTY OVERVIEW
PROSPECTUS ID
Current Scheduled Loan Balance/Paid to Date Current Allocated Loan Amount %
Property Name
Property Type
Property Address, City, State
Net Rentable SF/Units/Pads,Beds Use second box to specify sqft.,units...
Year Built/Year Renovated
Cap Ex Reserve (annually)/per Unit.etc. (1) specify annual/per unit...
Year of Operations
Occupancy Rate (physical)
Occupancy Date
Average Rental Rate
(1) Total $ amount of Capital Reserves required annually by loan documents.
INCOME: YYYY
BORROWER
Statement Classification ACTUAL ADJUSTMENT NORMALIZED NOTES
-------- ---------- ---------- -----
Statement Classification
Gross Potential Rent (2) Include Pad/RV rent
Less: Vacancy Loss
OR
Base Rent (2)
Laundry/Vending Income
Parking Income
Other Income Include forfeited security/late fees/pet
EFFECTIVE GROSS INCOME
<FN>
(2) Use either Gross Potential (with Vacancy Loss) or Base Rents; use negative $
amt for Vacancy Loss
</FN>
OPERATING EXPENSES:
Real Estate Taxes
Property Insurance
Utilities
Repairs and Maintenance
Management Fees
Payroll & Benefits Expense
Advertising & Marketing
Professional Fees
General and Administrative
Other Expenses
Ground Rent
TOTAL OPERATING EXPENSES
OPERATING EXPENSE RATIO
NET OPERATING INCOME
Capital Expenditures
Extraordinary Capital Expenditures
TOTAL CAPITAL ITEMS
NET CASH FLOW
DEBT SERVICE (PER SERVICER)
NET CASH FLOW AFTER DEBT SERVICE
DSCR: (NOI/DEBT SERVICE)
DSCR: (NCF/DEBT SERVICE)
SOURCE OF FINANCIAL DATA:
(i.e.. operating statements, financial statements, tax return, other)
NOTES AND ASSUMPTIONS: This report should be completed annually for
"Normalization" of Borrower's numbers. Methodology used is per MBA/CMSA Standard
Methodology unless otherwise noted. The "Normalized" column and corresponding
comments should roll through to the Operating Statement Analysis Report
INCOME: COMMENTS
EXPENSE: COMMENTS
CAPITAL ITEMS: COMMENTS
LODGING OPERATING STATEMENT ANALYSIS REPORT
AS OF MM/DD/YY
PROPERTY OVERVIEW
PROSPECTUS ID
Current Scheduled Loan Balance/Paid to Date Current Allocated Loan Amount %
Property Name
Property Type
Property Address, City, State
Net Rentable SF/Units/Pads,Beds Use second box to specify sqft.,units...
Year Built/Year Renovated
Cap Ex Reserve (annually)/per Unit.etc. (1) specify annual/per unit...
Year of Operations UNDERWRITING MM/DD/YY MM/DD/YY MM/DD/YY MM/DD/YY
------------ -------- -------- -------- --------
Occupancy Rate (physical)
Occupancy Date
Average Daily Rate
Rev per Av. Room
<FN>
(1) Total $ amount of Capital Reserves required annually by loan documents
</FN>
INCOME: (prcdng yr (prcdng yr
Number of Mos. Covered to base) to 2nd prcdng)
Period Ended UNDERWRITING 3RD PRECEDING 2ND PRECEDING PRECEDING YR. TTM/YTD(2) YYYY-U/W YYYY-YYYY
Statement Classification(yr) BASE LINE (fm NOI Adj Sheet) AS OF / /XX VARIANCE VARIANCE
------------ ------------- ------------- ------------------ ----------- --------- -------------
Room Revenue
Food & Beverage Revenues
Telephone Revenue
Other Departmental Revenue
Other Income
*DEPARTMENTAL REVENUE
<FN>
(2) Servicer will not be expected to "Normalize" these YTD/TTM numbers.
</FN>
OPERATING EXPENSES:
DEPARTMENTAL
Room
Food & Beverage
Telephone Expenses
Other Dept. Expenses
DEPARTMENTAL EXPENSES:
DEPARTMENTAL INCOME:
GENERAL/UNALLOCATED
Real Estate Taxes
Property Insurance
Utilities
Repairs and Maintenance
Franchise Fee
Management Fees
Payroll & Benefits
Advertising & Marketing
Professional Fees
General and Administrative
Other Expenses
Ground Rent
TOTAL GENERAL/UNALLOCATED
(For CMSA files, Total Expenses = Dept. Exp + General Exp.)
OPERATING EXPENSE RATIO
(=Departmental Revenue/(Dept. Exp. + General Exp.))
*NET OPERATING INCOME
Capital Expenditures
Extraordinary Capital Expenditures
TOTAL CAPITAL ITEMS
*NET CASH FLOW
DEBT SERVICE (PER SERVICER)
*NET CASH FLOW AFTER DEBT SERVICE
*DSCR: (NOI/DEBT SERVICE)
*DSCR: (NCF/DEBT SERVICE)
SOURCE OF FINANCIAL DATA:
(ie. operating statements, financial statements, tax return, other)
NOTES AND ASSUMPTIONS: Years above will roll, always showing a 3yr sequential
history. Comments from the most recent NOI Adjustment Worksheet should be
carried forward to Operating Statement Analysis Report. Year-over-year variances
(either higher or lower) must be explained and noted for the following: >10%
DSCR CHANGE, >15% DEPT REVENUE, DEPT EXPENSES, GENERAL EXPENSES OR TOTAL CAPITAL
ITEMS.
INCOME: COMMENTS
EXPENSE: COMMENTS
CAPITAL ITEMS: COMMENTS
* Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA
Loan Periodic Update File. Note that information for multiple property loans
must be consolidated (if available) for reporting to the CMSA Loan Periodic
Update file.
LODGING NOI ADJUSTMENT WORKSHEET
as of MM/DD/YY
PROPERTY OVERVIEW
PROSPECTUS ID
Current Scheduled Loan Balance/Paid to Date Current Allocated Loan Amount %
Property Name
Property Type
Property Address, City, State
Net Rentable SF/Units/Pads,Beds Use second box to specify sqft.,units...
Year Built/Year Renovated
Cap Ex Reserve (annually)/per Unit.etc. (1) specify annual/per unit...
Year of Operations
Occupancy Rate (physical)
Occupancy Date
Average Daily Rate
Rev per Av. Room
(1) Total $ amount of Capital Reserves required annually by loan documents.
INCOME: YYYY
BORROWER
Statement Classification ACTUAL ADJUSTMENT NORMALIZED NOTES
-------- ---------- ---------- -----
Room Revenue
Food & Beverage Revenues
Telephone Revenue
Other Departmental Revenue
Other Income
DEPARTMENTAL REVENUE: (2)
<FN>
(2) Report Departmental Revenue as EGI for CMSA Loan Periodic and Property files
</FN>
OPERATING EXPENSES:
DEPARTMENTAL
Room
Food & Beverage
Telephone Expenses
Other Dept. Expenses
DEPARTMENTAL EXPENSES:
DEPARTMENTAL INCOME:
GENERAL/UNALLOCATED
Real Estate Taxes
Property Insurance
Utilities
Repairs and Maintenance
Franchise Fee
Management Fees
Payroll & Benefits
Advertising & Marketing
Professional Fees
General and Administrative
Other Expenses
Ground Rent
TOTAL GENERAL/UNALLOCATED
(For CMSA files, Total Expenses = Dept. Exp + General Exp.)
OPERATING EXPENSE RATIO
(=Departmental Revenue/(Dept. Exp. + General Exp.))
NET OPERATING INCOME
Capital Expenditures
Extraordinary Capital Expenditures
TOTAL CAPITAL ITEMS
NET CASH FLOW
DEBT SERVICE (PER SERVICER)
NET CASH FLOW AFTER DEBT SERVICE
DSCR: (NOI/DEBT SERVICE)
DSCR: (NCF/DEBT SERVICE)
SOURCE OF FINANCIAL DATA:
(i.e.. operating statements, financial statements, tax return, other)
NOTES AND ASSUMPTIONS: This report should be completed annually for
"Normalization" of Borrower's numbers. Methodology used is per MBA/CMSA Standard
Methodology unless otherwise noted. The "Normalized" column and corresponding
comments should roll through to the Operating Statement Analysis Report.
INCOME: COMMENTS
EXPENSE: COMMENTS
CAPITAL ITEMS: COMMENTS
HEALTHCARE OPERATING STATEMENT ANALYSIS REPORT
AS OF MM/DD/YY
PROPERTY OVERVIEW
Prospectus ID
Current Scheduled Loan Balance/Paid to Date Current Allocated Loan Amount %
Property Name
Property Type
Property Address, City, State
Net Rentable SF/Units/Pads,Beds Use second box to specify sqft.,units...
Year Built/Year Renovated
Cap Ex Reserve (annually)/per Unit.etc. (1) specify annual/per unit...
Year of Operations UNDERWRITING MM/DD/YY MM/DD/YY MM/DD/YY MM/DD/YY
------------ -------- -------- -------- --------
Occupancy Rate (physical)
Occupancy Date
Average Rental Rate
<FN>
(1) Total $ amount of Capital Reserves required annually by loan documents
</FN>
INCOME: (prcdng yr (prcdng yr
Number of Mos. Covered to base) to 2nd prcdng)
Period Ended UNDERWRITING 3RD PRECEDING 2ND PRECEDING PRECEDING YR. TTM/YTD(2) YYYY-U/W YYYY-YYYY
Statement Classification(yr) BASE LINE (fm NOI Adj Sheet) AS OF / /XX VARIANCE VARIANCE
------------ ------------- ------------- ------------------ ----------- --------- -------------
Room Revenue
Gross Potential Rent (3)
Less: Vacancy Loss
OR
Private Pay (3)
Medicare/Medicaid
Nursing/Medical Income
Meals Income
Other Income
*EFFECTIVE GROSS INCOME
<FN>
(2) Servicer will not be expected to "Normalize" these TTM/YTD numbers.
(3) Use either Gross Potential (with Vacancy Loss) or
Private Pay/Medicare/Medicaid; use negative $amt for Vacancy Loss
</FN>
OPERATING EXPENSES:
Real Estate Taxes
Property Insurance
Utilities
Repairs and Maintenance
Management Fees
Payroll & Benefits
Advertising & Marketing
Professional Fees
General and Administrative
Room expense - housekeeping
Meal expense
Other Expenses
Ground Rent
*TOTAL OPERATING EXPENSES
OPERATING EXPENSE RATIO
*NET OPERATING INCOME
Capital Expenditures
Extraordinary Capital Expenditures
TOTAL CAPITAL ITEMS
*NET CASH FLOW
DEBT SERVICE (PER SERVICER)
*NET CASH FLOW AFTER DEBT SERVICE
*DSCR: (NOI/DEBT SERVICE)
*DSCR: (NCF/DEBT SERVICE)
SOURCE OF FINANCIAL DATA:
(ie. operating statements, financial statements, tax return, other)
NOTES AND ASSUMPTIONS: Years above will roll, always showing a 3yr sequential
history. Comments from the most recent NOI Adjustment Worksheet should be
carried forward to Operating Statement Analysis Report. Year-over-year variances
(either higher or lower) must be explained and noted for the following: >10%
DSCR CHANGE, >15% EGI/TOTAL OPERATING EXPENSES OR TOTAL CAPITAL ITEMS.
INCOME: COMMENTS
EXPENSE: COMMENTS
CAPITAL ITEMS: COMMENTS
* Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA
Loan Periodic Update File. Note that information for multiple property loans
must be consolidated (if available) for reporting to the CMSA Loan Periodic
Update file.
HEALTHCARE NOI ADJUSTMENT WORKSHEET
AS OF MM/DD/YY
PROPERTY OVERVIEW
PROSPECTUS ID
Current Scheduled Loan Balance/Paid to Date Current Allocated Loan Amount %
Property Name
Property Type
Property Address, City, State
Net Rentable SF/Units/Pads,Beds Use second box to specify sqft.,units...
Year Built/Year Renovated
Cap Ex Reserve (annually)/per Unit, etc. (1) specify annual/per unit...
Year of Operations
Occupancy Rate (physical)
Occupancy Date
Average Rental Rate
(1) Total $ amount of Capital Reserves required annually by loan documents.
INCOME: YYYY
BORROWER
Statement Classification ACTUAL ADJUSTMENT NORMALIZED NOTES
-------- ---------- ---------- -----
Gross Potential Rent (2)
Less: Vacancy Loss
OR
Private Pay (2)
Medicare/Medicaid
Nursing/Medical Income
Meals Income
Other Income
EFFECTIVE GROSS INCOME
<FN>
(2) Use either Gross Potential (with Vacancy Loss) or Private
Pay/Medicare/Medicaid; use negative $amt for Vacancy Loss
</FN>
OPERATING EXPENSES:
Real Estate Taxes
Property Insurance
Utilities
Repairs and Maintenance
Management Fees
Payroll & Benefits
Advertising & Marketing
Professional Fees
General and Administrative
Room expense - housekeeping
Meal expense
Other Expenses
Ground Rent
TOTAL OPERATING EXPENSES
OPERATING EXPENSE RATIO
NET OPERATING INCOME
Capital Expenditures
Extraordinary Capital Expenditures
TOTAL CAPITAL ITEMS
NET CASH FLOW
DEBT SERVICE (PER SERVICER)
NET CASH FLOW AFTER DEBT SERVICE
DSCR: (NOI/DEBT SERVICE)
DSCR: (NCF/DEBT SERVICE)
SOURCE OF FINANCIAL DATA:
(i.e.. operating statements, financial statements, tax return, other)
NOTES AND ASSUMPTIONS: This report should be completed annually for
"Normalization" of Borrower's numbers. Methodology used is per MBA/CMSA Standard
Methodology unless otherwise noted. The "Normalized" column and corresponding
comments should roll through to the Operating Statement Analysis Report.
INCOME: Comments
EXPENSE: Comments
CAPITAL ITEMS: Comments
CMSA Investor Reporting Package
Master Coding Matrix
Commercial
------------ ------------ ---------- ---------- ----------- ---------- ------------ ------- -----------
Multi Family Multi Family Commercial Commercial Industrial/ Commercial Commercial Lodging Health Care
------------ ------------ ---------- ---------- ----------- ---------- ------------ ------- -----------
Multi Family Mobile Home Office Retail Warehouse Mixed Use Self Storage Lodging Health Care
------------ ------------ ---------- ---------- ----------- ---------- ------------ ------- -----------
REVENUE LEGEND
GPR Gross Potential Rent x x x x x x x x
VAC Vacancy/Collection Loss x x x x x x x x
BR Base Rent x x x x x x x
ER Expense Reimbursements x x x x
PR Percentage Rent x x
LV Laundry/Vending Income x x
PI Parking Income x x x x
OI Other Income x x x x x x x x x
RMRV Room Revenue x
FBV Food & Bev Revenues x
TLRV Telephone Revenue x x
ODR Other Departmental Revenue x
PRI Private Pay x
MED Medicare/Medicaid Revenues x
NUR Nursing/Medical Income x
MLS Meals Income x
REVENUE LINE ITEMS
Commercial
------------ ------------ ---------- ---------- ----------- ---------- ------------ ------- -----------
Multi Family Multi Family Commercial Commercial Industrial/ Commercial Commercial Lodging Health Care
------------ ------------ ---------- ---------- ----------- ---------- ------------ ------- -----------
Multi Family Mobile Home Office Retail Warehouse Mixed Use Self Storage Lodging Health Care
------------ ------------ ---------- ---------- ----------- ---------- ------------ ------- -----------
Application Fees OI OI OI OI OI OI OI ********* *********
Bad Debt ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE
Base Rent BR BR BR BR BR BR BR ********* *********
Beverage Revenue ********* ********* ********* ********* ********* ********* ********* FBV *********
Box & Lock Sales ********* ********* ********* ********* ********* ********* OI ********* *********
Cable OI OI ********* ********* ********* ********* ********* ********* *********
CAM ********* ********* ER ER ********* ER ********* ********* *********
Club House Rental OI OI ********* ********* ********* ********* ********* ********* *********
Employee Rent BR BR ********* ********* ********* ********* ********* ********* *********
Escalation Income ********* BR BR BR BR BR BR ********* *********
Food & Beverage Revenues ********* ********* ********* ********* ********* ********* ********* FBV MLS
Forfeited Security Deposits OI OI OI OI OI OI OI OI OI
Gain on Sale ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE
Garage PI PI PI PI ********* PI ********* OI OI
Gross Potential Rent GPR GPR GPR GPR GPR GPR GPR ********* GPR
Gross Rent BR BR BR BR BR BR BR ********* *********
Insurance Proceeds ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE
Interest Income ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE
Laundry LV LV ********* OI ********* OI ********* ********* *********
Laundry/Vending LV LV ********* OI ********* OI ********* ********* *********
Meals Income ********* ********* ********* ********* ********* ********* ********* ********* MLS
Medicare/Medicaid Revenues ********* ********* ********* ********* ********* ********* ********* ********* MED
Miscellaneous Income OI OI OI OI OI OI OI OI OI
Mobile Home Sales ********* ELIMINATE ********* ********* ********* ********* ********* ********* *********
NSF Fees OI OI OI OI OI OI OI OI OI
Nursing/Medical ********* ********* ********* ********* ********* ********* ********* ********* NUR
Other Departmental Revenues ********* ********* ********* ********* ********* ********* ********* ODR *********
Other Income OI OI OI OI OI OI OI OI OI
Pad Rental ********* BR ********* ********* ********* ********* ********* ********* *********
Parking Income PI PI PI PI OI PI OI OI OI
Past Tenants Rent ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE
Percentage Rent ********* ********* ********* PR ********* PR ********* ********* *********
Prepaid Rent ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE
Private Pay ********* ********* ********* ********* ********* ********* ********* ********* PRI
Reimbursments OI OI ER ER ER ER ********* ********* *********
Rent BR BR BR BR BR BR BR ********* *********
Rent Loss ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE
Rent on Park Owned Homes ********* BR ********* ********* ********* ********* ********* ********* *********
Room Revenue ********* ********* ********* ********* ********* ********* ********* RMRV *********
Sales OI OI OI OI ********* ********* ********* ********* *********
Security Deposits Collected ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ********* *********
Security Deposits Returned ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ********* *********
Storage OI OI OI OI OI OI OI ********* *********
Tax Reimb ********* ********* ER ER ER ER ********* ********* *********
Telephone Commissions ********* ********* ********* ********* ********* ********* ********* TLRV TLRV
Telephone Revenue ********* ********* ********* ********* ********* ********* ********* TLRV TLRV
Temporary Tenants OI OI OI OI OI OI OI ********* *********
Utilities ********* ******** ER ER ER ER ********* ********* *********
Vacancy Loss VAC VAC VAC VAC VAC VAC VAC VAC VAC
Vending LV LV OI OI OI OI OI OI OI
CMSA Investor Reporting Package
Master Coding Matrix
Commercial
------------ ------------ ---------- ---------- ----------- ---------- ------------ ------- -----------
Multi Family Multi Family Commercial Commercial Industrial/ Commercial Commercial Lodging Health Care
------------ ------------ ---------- ---------- ----------- ---------- ------------ ------- -----------
Multi Family Mobile Home Office Retail Warehouse Mixed Use Self Storage Lodging Health Care
------------ ------------ ---------- ---------- ----------- ---------- ------------ ------- -----------
EXPENSE LEGEND
RET Real Estate Taxes x x x x x x x x x
PINS Property Insurance x x x x x x x x x
UTL Utilities x x x x x x x x x
R&M Repairs and Maintenance x x x x x x x x x
FFEE Franchise Fees x
JAN Janitorial x x x x
MFEE Management Fees x x x x x x x x x
P&B Payroll & Benefits x x x x x x x x x
A&M Advertising & Marketing x x x x x x x x x
PFEE Professional Fees x x x x x x x x x
G&A General and Administrative x x x x x x x x x
OEXP Other Expenses x x x x x x x x x
GDR Ground Rent x x x x x x x x x
RMSE Room Expense (Departmental) x
RMSHK Room Expense-Housekeeping x
F&B Food & Beverage (Departmental) x
MLSE Meals Expense x
DTEL Telephone (Departmental) x
ODE Other Departmental Expense x
LC Leasing Commissions x x x x x
TI Tenant Improvements x x x x x
CAPEX Capital Expenditures x x x x x x x x x
ECAPEX Extraordinary Capital x x x x x x x x x
Expenditures
EXPENSE LINE ITEMS
Commercial
------------ ------------ ---------- ---------- ----------- ---------- ------------ ------- -----------
Multi Family Multi Family Commercial Commercial Industrial/ Commercial Commercial Lodging Health Care
------------ ------------ ---------- ---------- ----------- ---------- ------------ ------- -----------
Multi Family Mobile Home Office Retail Warehouse Mixed Use Self Storage Lodging Health Care
------------ ------------ ---------- ---------- ----------- ---------- ------------ ------- -----------
401K P&B P&B P&B P&B P&B P&B P&B P&B P&B
Accounting Fees PFEE PFEE PFEE PFEE PFEE PFEE PFEE PFEE PFEE
Administrative Fee G&A G&A G&A G&A G&A G&A G&A G&A G&A
Advalorem Tax G&A G&A G&A G&A G&A G&A G&A G&A G&A
Advertising A&M A&M A&M A&M A&M A&M A&M A&M A&M
Advertising & Marketing A&M A&M A&M A&M A&M A&M A&M A&M A&M
Alarm System G&A G&A G&A G&A G&A G&A G&A G&A G&A
Amortization ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE
Ancillary Expense OEXP OEXP OEXP OEXP OEXP OEXP OEXP OEXP OEXP
Answering Service G&A G&A G&A G&A G&A G&A G&A G&A G&A
Apartment Finder/Guide A&M ********* ********* ********* ********* ********* ********* ********* *********
Asset Management Fees MFEE MFEE MFEE MFEE MFEE MFEE MFEE MFEE MFEE
Auto Repairs G&A G&A G&A G&A G&A G&A G&A G&A G&A
Bad Debt ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE
Bank Charges G&A G&A G&A G&A G&A G&A G&A G&A G&A
Banners A&M A&M A&M A&M A&M A&M A&M A&M A&M
Bonuses P&B P&B P&B P&B P&B P&B P&B P&B P&B
Bookkeeping Fees PFEE PFEE PFEE PFEE PFEE PFEE PFEE PFEE PFEE
Brochures A&M A&M A&M A&M A&M A&M A&M A&M A&M
Business License G&A G&A G&A G&A G&A G&A G&A G&A G&A
Cable G&A G&A G&A G&A G&A G&A G&A G&A G&A
CAM R&M R&M R&M R&M R&M R&M R&M R&M R&M
Capital Expenditures CAPEX CAPEX CAPEX CAPEX CAPEX CAPEX CAPEX CAPEX CAPEX
Cleaning R&M R&M JAN JAN JAN JAN R&M R&M RMSHK
Commissions G&A G&A G&A G&A G&A G&A G&A G&A G&A
Computer Repairs G&A G&A G&A G&A G&A G&A G&A G&A G&A
Contract Work P&B P&B P&B P&B P&B P&B P&B P&B P&B
Courtesy Patrol G&A G&A G&A G&A G&A G&A G&A G&A G&A
Credit Card Fees ********* ********* ********* ********* ********* ********* ********* G&A *********
Credit Check G&A G&A G&A G&A G&A G&A G&A G&A G&A
Depreciation ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE
Education G&A G&A G&A G&A G&A G&A G&A G&A G&A
Electrical R&M R&M R&M R&M R&M R&M R&M R&M R&M
Electricity UTL UTL UTL UTL UTL UTL UTL UTL UTL
Elevator R&M R&M R&M R&M R&M R&M R&M R&M R&M
Employee Benefits P&B P&B P&B P&B P&B P&B P&B P&B P&B
Employee Insurance P&B P&B P&B P&B P&B P&B P&B P&B P&B
Entertainment G&A G&A G&A G&A G&A G&A G&A G&A G&A
Eviction Expense G&A G&A G&A G&A G&A G&A G&A G&A G&A
Extraordinary Capital ECAPEX ECAPEX ECAPEX ECAPEX ECAPEX ECAPEX ECAPEX ECAPEX ECAPEX
Expenditures
Exterminating Service R&M R&M R&M R&M R&M R&M R&M R&M R&M
FF & E Reserve CAPEX CAPEX CAPEX CAPEX CAPEX CAPEX CAPEX CAPEX CAPEX
FICA P&B P&B P&B P&B P&B P&B P&B P&B P&B
Financing Fees ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE
Flood Insurance PINS PINS PINS PINS PINS PINS PINS PINS PINS
EXPENSE LINE ITEMS
(CONTINUED)
Floor Covering Replacement R&M R&M R&M R&M R&M R&M R&M R&M R&M
Food & Beverage Expense ********* ********* ********* ********* ********* ********* ********* F&B *********
(Departmental)
Franchise Fees ********* ********* ********* ********* ********* ********* ********* FFEE *********
CMSA Investor Reporting Package
Master Coding Matrix
Commercial
------------ ------------ ---------- ---------- ----------- ---------- ------------ ------- -----------
Multi Family Multi Family Commercial Commercial Industrial/ Commercial Commercial Lodging Health Care
------------ ------------ ---------- ---------- ----------- ---------- ------------ ------- -----------
Multi Family Mobile Home Office Retail Warehouse Mixed Use Self Storage Lodging Health Care
------------ ------------ ---------- ---------- ----------- ---------- ------------ ------- -----------
Freight & Shipping G&A G&A G&A G&A G&A G&A G&A G&A G&A
Gas UTL UTL UTL UTL UTL UTL UTL UTL UTL
General & Administrative G&A G&A G&A G&A G&A G&A G&A G&A G&A
Ground Rent GDR GDR GDR GDR GDR GDR GDR GDR GDR
Hazard Liability PINS PINS PINS PINS PINS PINS PINS PINS PINS
Health Benefits P&B P&B P&B P&B P&B P&B P&B P&B P&B
HVAC R&M R&M R&M R&M R&M R&M R&M R&M R&M
Insurance PINS PINS PINS PINS PINS PINS PINS PINS PINS
Interest ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE
Janitorial R&M R&M JAN JAN JAN JAN ********* ********* RMSHK
Land Lease GDR GDR GDR GDR GDR GDR GDR GDR GDR
Landscaping (Exterior) R&M R&M R&M R&M R&M R&M R&M R&M R&M
Landscaping/Plants (Interior) R&M R&M R&M R&M R&M R&M R&M R&M R&M
Leased Equipment G&A G&A G&A G&A G&A G&A G&A G&A G&A
Leasing Comissions ********* ********* LC LC LC LC LC ********* *********
Leasing Office Expense G&A G&A G&A G&A G&A G&A G&A G&A G&A
Legal Fees PFEE PFEE PFEE PFEE PFEE PFEE PFEE PFEE PFEE
Licenses G&A G&A G&A G&A G&A G&A G&A G&A G&A
Life Insurance ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE
Life Safety G&A G&A G&A G&A G&A G&A G&A G&A G&A
Loan Prncipal ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE
Locks/Keys R&M R&M R&M R&M R&M R&M R&M R&M R&M
Maid Service R&M R&M JAN JAN JAN JAN ********* ********* RMSHK
Make Ready R&M R&M R&M R&M R&M R&M R&M R&M R&M
Management Fees MFEE MFEE MFEE MFEE MFEE MFEE MFEE MFEE MFEE
Manager Salaries P&B P&B P&B P&B P&B P&B P&B P&B P&B
Marketing A&M A&M A&M A&M A&M A&M A&M A&M A&M
Meals Expense ********* ********* ********* ********* ********* ********* ********* F&B MLSE
Mechanical R&M R&M R&M R&M R&M R&M R&M R&M R&M
Media Commissions A&M A&M A&M A&M A&M A&M A&M A&M A&M
Mileage G&A G&A G&A G&A G&A G&A G&A G&A G&A
Miscellaneous OEXP OEXP OEXP OEXP OEXP OEXP OEXP OEXP OEXP
Miscellaneous G & A G&A G&A G&A G&A G&A G&A G&A G&A G&A
Model Apartment G&A ********* ********* ********* ********* ********* ********* ********* *********
Newspaper A&M A&M A&M A&M A&M A&M A&M A&M A&M
Office Supplies G&A G&A G&A G&A G&A G&A G&A G&A G&A
Other Departmental Expense ********* ********* ********* ********* ********* ********* ********* ODE *********
Other Expenses OEXP OEXP OEXP OEXP OEXP OEXP OEXP OEXP OEXP
Owners Draw ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE
Painting R&M R&M R&M R&M R&M R&M R&M R&M R&M
Parking Lot R&M R&M R&M R&M R&M R&M R&M R&M R&M
Partnership Fees ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE ELIMINATE
Payroll & Benefits P&B P&B P&B P&B P&B P&B P&B P&B P&B
Payroll Taxes P&B P&B P&B P&B P&B P&B P&B P&B P&B
Permits G&A G&A G&A G&A G&A G&A G&A G&A G&A
Personal Property Taxes G&A G&A G&A G&A G&A G&A G&A G&A G&A
Pest Control R&M R&M R&M R&M R&M R&M R&M R&M R&M
Plumbing R&M R&M R&M R&M R&M R&M R&M R&M R&M
Pool R&M R&M ********* ********* ********* R&M ********* R&M R&M
Postage G&A G&A G&A G&A G&A G&A G&A G&A G&A
Printing G&A G&A G&A G&A G&A G&A G&A G&A G&A
Professional Fees PFEE PFEE PFEE PFEE PFEE PFEE PFEE PFEE PFEE
Promotions A&M A&M A&M A&M A&M A&M A&M A&M A&M
Property Insurance PINS PINS PINS PINS PINS PINS PINS PINS PINS
Real Estate Taxes RET RET RET RET RET RET RET RET RET
Repair Escrow CAPEX CAPEX CAPEX CAPEX CAPEX CAPEX CAPEX CAPEX CAPEX
Repairs & Maintenance R&M R&M R&M R&M R&M R&M R&M R&M R&M
Room Expense (Departmental) ********* ********* ********* ********* ********* ********* ********* RMSE *********
Room Expense-Housekeeping ********* ********* ********* ********* ********* ********* ********* RMSE RMSHK
Rubbish Removal R&M R&M R&M R&M R&M R&M R&M R&M R&M
Salaries P&B P&B P&B P&B P&B P&B P&B P&B P&B
Scavenger R&M R&M R&M R&M R&M R&M R&M R&M R&M
Security G&A G&A G&A G&A G&A G&A G&A G&A G&A
Sewer UTL UTL UTL UTL UTL UTL UTL UTL UTL
Signage A&M A&M A&M A&M A&M A&M A&M A&M A&M
Snow Removal R&M R&M R&M R&M R&M R&M R&M R&M R&M
Subscriptions/Dues G&A G&A G&A G&A G&A G&A G&A G&A G&A
Telephone G&A G&A G&A G&A G&A G&A G&A ********* G&A
Telephone (Departmental) ********* ********* ********* ********* ********* ********* ********* DTEL *********
Temporary Help P&B P&B P&B P&B P&B P&B P&B P&B P&B
EXPENSE LINE ITEMS
(CONTINUED)
Tenant Improvements ********* ******** TI TI TI TI TI ********* *********
Trash Removal UTL UTL UTL UTL UTL UTL UTL UTL UTL
Travel G&A G&A G&A G&A G&A G&A G&A G&A G&A
Turnover R&M R&M TI TI TI TI TI ********* R&M
Unemployment Insurance P&B P&B P&B P&B P&B P&B P&B P&B P&B
Uniform Service G&A G&A G&A G&A G&A G&A G&A G&A G&A
CMSA Investor Reporting Package
Master Coding Matrix
Commercial
------------ ------------ ---------- ---------- ----------- ---------- ------------ ------- -----------
Multi Family Multi Family Commercial Commercial Industrial/ Commercial Commercial Lodging Health Care
------------ ------------ ---------- ---------- ----------- ---------- ------------ ------- -----------
Multi Family Mobile Home Office Retail Warehouse Mixed Use Self Storage Lodging Health Care
------------ ------------ ---------- ---------- ----------- ---------- ------------ ------- -----------
Utilities UTL UTL UTL UTL UTL UTL UTL UTL UTL
Utility Vehicle G&A G&A G&A G&A G&A G&A G&A G&A G&A
Vehicle Lease G&A G&A G&A G&A G&A G&A G&A G&A G&A
Water UTL UTL UTL UTL UTL UTL UTL UTL UTL
Worker's Comp P&B P&B P&B P&B P&B P&B P&B P&B P&B
Yellow Pages A&M A&M A&M A&M A&M A&M A&M A&M A&M
EXHIBIT K
Form of Mortgage Loan Delinquency Report
MORTGAGE LOANS DELINQUENCY REPORT
As of Month End ______________
GECCM 2001-1
LOAN LOAN PROP PROPERTY ENDING SCHED SCHEDULED LATE FEES UNALLOCATED PAID FIRST PMT GRACE
ID OFFICER ID NAME PRIN BALANCE P&I DUE SUSPENSE TO DATE DUE DATE DAYS COMMENTS
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SPECIALLY SERVICED LOANS
========================
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- ------------------------------------------------------------------------------------------------------------------------------------
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EXHIBIT L
Form of Payments Received After Determination Date Report
GECC 2001-1 (GE INVESTOR # 150)
P&I ADVANCES - MARCH 2001
ADVANCE DATE 3/15/01
REIMB RATE=PRIME 8.50000% 9.00000% 9.50000%
EFF 2/2/01 1/5/01-2/1/01 5/18/00 - 1/4/01
PER DIEM RATE 0.00023288 0.00024658 0.00026027
365
(after grace) SUB NON-CASH MASTER CURRENT
LOAN PROSP INT ACCR NEXT PMT FEE SUB FEE FEE PRINCIPAL
SERVICER ID ID BEG DATE GRACE DUE DATE UNPAID UNPAID UNPAID ADVANCED
- -------- -- -- -------- ----- -------- ------ ------ ------ --------
CURRENT GE TTL
CURRENT SUB SERV TTL
CURRENT TOTAL
PRIOR O/S ADV
- -------------
GE PRIOR TTL
SUB SERV PRIOR TTL
PRIOR TOTAL
GE GRAND TTL
SUB SERV GRAND TTL
PORTFOLIO GRAND TTL
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TABLE (CONTINUED)
3/15/01
CURRENT TOTAL TOTAL GROSS PAID NON-CASH NET P&I GROSS P&I
NET INT NET GROSS PRIOR SUB FEE NET ADVANCE ADVANCE
SERVICER ADVANCED P&I ADVANCE P&I ADVANCE TO REMIT GE SF DUE RECOVERY O/S O/S
- -------- -------- ----------- ----------- -------- ----- --- -------- --- ---
CURRENT GE TTL
CURRENT SUB SERV TTL
CURRENT TOTAL
PRIOR O/S ADV
- -------------
GE PRIOR TTL
SUB SERV PRIOR TTL
PRIOR TOTAL
GE GRAND TTL
SUB SERV GRAND TTL
PORTFOLIO GRAND TTL
REMIT TO
NC SUB
UPON
RECEIPT
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EXHIBIT M
WATCH LIST TRIGGERS
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TRIGGER
CATEGORY CODE REMOVAL FROM THE WATCH LIST
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MATURING LOAN
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o An ARD mortgage loan or balloon mortgage loan that has a stated maturity 8 Loan is paid off in full.
date occurring in the next 90 days.
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DSCR 2
- ----
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o A mortgage loan that has a then current debt service coverage ratio that is 2A Debt service coverage ratio is
less than 1.10x, other than a CTL loan. greater than 1.10x for two
consecutive calendar quarters.
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o For which current debt service coverage ratio is 85% or less of the debt 2B Debt service coverage ratio is greater
service coverage ratio listed for such mortgage loan on Annex A to the than 85% of the debt service coverage
Prospectus Supplement. ratio listed for such loan on Annex A
to the Prospectus Supplement for two
consecutive calendar quarters.
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OCCUPANCY 4
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o Except for hotel properties, the occupancy rate or the effective gross 4A Occupancy, EGI or Rev Par, as
income ("EGI") of the related mortgage property over a trailing 12-month applicable, over a 12-month period are
period is 10% less than at the time of origination (multiplicative basis). greater than 90% of the occupancy, EGI
In the case of a hotel property, the average daily occupancy rate or the Rev or Rev Par at the time of origination.
Par over a trailing 12-month period is 10% less than at the time of
origination.
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o Any of the three largest tenants leases, representing 25% or more of the 4B The tenant space(s) represented by
aggregate net rentable area ("NRA") or leases representing 20% or more of any of the three largest tenants,
the total revenue from the related property in the current year have representing 25% or more of the NRA or
expired, been terminated, are in default, are dark, will expire in the next leases representing 20% or more of the
three months (without being replaced by one or more comparable tenants and total revenue from the related
leases), are the subject of bankruptcy or similar proceedings, or have property have been renewed and the
provided written notice with an indication of vacating the mortgage property tenant(s) are in place, open for
and the resulting DSCR would be less than 1.10x. business and paying rent.
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DELINQUENCY/DEFAULT 1
- -------------------
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o Mortgage loan is 30 days or more delinquent. 1A Mortgage loan is no longer delinquent.
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o Mortgage loan is late (30 days or more) in making its scheduled monthly 1B Mortgagor has made three consecutive
payment three or more times or there have been three or more NSF's in the payments.
preceding twelve months.
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o Borrower is delinquent in the payment of taxes. 1D Taxes are paid in full.
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o Servicer determines in good faith and reasonable judgement that a default in 1E Default in payment of P&I is no longer
payment of P&I is likely to occur. likely to occur.
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o Loan has become a corrected/rehabilitated mortgage loan and been transferred 1F Mortgagor has made three consecutive
from the special servicer to the master servicer. payments.
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PROPERTY 5
- --------
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o Servicer has knowledge of material deferred maintenance, material damage or 5A Cure deferred maintenance, damage or
waste at the related mortgaged property. waste.
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o Mortgage loan as to which any required inspection of the related mortgage 5B Cure problem indicated by the master
property conducted by or on behalf of the master servicer indicates a servicer.
problem that the master servicer determines can reasonably be expected to
materially and adversely affect the cash flow generated by such mortgage
property.
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o An act of Nature has occurred and the servicer has been able to obtain the 5D The borrower of such property has
potentially affected zip codes. All properties within such zip codes will be indicated that no material damage has
added to the watch list. occurred or the servicer obtains
knowledge that such property is not
impaired.
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BORROWER 6
- --------
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o Any mortgagor or an affiliate thereof has been the subject of a bankruptcy 6A Mortgagor reorganizes and comes out of
or similar proceedings if the master servicer has received written notice of bankruptcy.
such proceedings or such proceedings have become public knowledge.
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o No financial statements and rent rolls received within the last 12 months. 6C Mortgagor provides the required
financial statements.
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o Mortgagor does not allow access to the applicable property for its required 6B Site inspection is completed.
site inspection.
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GROUND LEASE 3
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o Ground lease default has occurred or ground lease expiration will occur 3A Cure ground lease default or exercise
within six months. option/sign new ground lease.
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LETTER OF CREDIT
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o Servicer has made an unplanned draw on any letter of credit securing such Servicer does not make further draws
mortgage loan.
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o The Servicer shall identify which trigger(s) has/have been satisfied
and the date the loan was added to the watch list.
o A file format will also be provided at a later date for the
reporting of watch list items.
EXHIBIT N
CONTROLLING CLASS CERTIFICATEHOLDER'S REPORTS CHECKLIST
- --------------------------------------------------------------------------------
Information Format Frequency
- --------------------------------------------------------------------------------
Property Operating Statement Actual Copy or Within two weeks of
(3) PDF/TIF receipt
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Property Rent Roll (3) Actual Copy or Within two weeks of
PDF/TIF receipt
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Other Financials as Required Actual Copy or Within two weeks of
by Loan Documents (3) PDF/TIF receipt
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Property Inspection (3) Actual Copy or Within two weeks of
PDF/TIF receipt
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Payments Received After Monthly Servicer Distribution Date
Determination Date Report (1) Website
- --------------------------------------------------------------------------------
Mortgage Loans Delinquent Monthly Servicer Last business day of
Report (2) Website each month
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CMSA Property File CMSA IRP Access/Excel Monthly/Distribution
Date
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CMSA Loan Periodic Update CMSA IRP Access/Excel Monthly/Distribution
File Date
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CMSA Financial File CMSA IRP Access/Excel Monthly/Distribution
Date
- --------------------------------------------------------------------------------
Distribution Statement Monthly Excel/PDF Monthly/Distribution
(Trustee) Date
- --------------------------------------------------------------------------------
CMSA Bond File (Trustee) CMSA IRP Access/Excel Monthly/Distribution
Date
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CMSA Collateral File CMSA IRP Access/Excel Monthly/Distribution
(Trustee) Date
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CMSA Supplemental Reports CMSA IRP Access/Excel Monthly/Distribution
Date
- --------------------------------------------------------------------------------
Operating Statement Analysis CMSA IRP Access/Excel Monthly/Distribution
Report Date
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NOI Adjustment Worksheet CMSA IRP Access/Excel Monthly/Distribution
Date
- --------------------------------------------------------------------------------
Documentation Exceptions Trustee Access/Excel Monthly/Distribution
Report Date
- --------------------------------------------------------------------------------
CMSA Setup File Depositor [Access/Excel] Closing Date only
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Footnotes:
1) On the Distribution Date following the Determination Date for the
related Certificateholder distribution, a list of all mortgage loans
which were delinquent as of the applicable Determination Date. This
list should represent all delinquent loans that required a P&I
Advance be made.
2) On the last Business Day of the month, comments to be provided only
for all loans which were delinquent for 3 consecutive payments, and
shall include only Borrower's explanation for such late payments.
3) No later than April, 2003, for year-end 2002 reports and following,
the Servicer shall provide such documents only in PDF/TIF format.
SCHEDULE 1
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COMPUTERIZED DATABASE INFORMATION
---------------------------------
[TO BE CONFORMED TO CMSA SET-UP FILE]
FIELD
Identification Number
Property Type
Property City and State
Year Built
Year Renovated
Occupancy Rate as Of ___
Total Square Feet
Number of units
Original Principal Balance
Prepayment Premium
Note Rate
Annual Debt Service
Current DSCR
Appraised Value (MAI)
Cut-off LTV (MAI)
LTV at Maturity (MAI)
Annual Reserves per Square Foot/Unit
Origination Date
Maturity Date
(Original) Loan Balance Per SF or Per Unit
Current Unpaid Principal Balance
1999 Actual or Rolling 12 Month NOI
Actual Current Annual Net Operating Income
Current Statement Date
Originator
SCHEDULE 2
----------
Mortgage Loans Containing Additional Debt
(NONE)
SCHEDULE 3
----------
Mortgage Loans which Initially Pay Interest Only
Remaining Interest-
ID Property Name Only Period (Months)
- -- ------------- --------------------
84 North Star Village 23
87 Rockwood Village 23
112 Bonner Springs Estates 23
135 Briarwood 23
141 Quivira Hills Estates 23
150 Carriage Park 23
151 Dellwood Estates 23
SCHEDULE 4
----------
Properties with Environmental Insurance
ID Property Name
- -- -------------
18 The Shops at Windsor Green
31 Shaw's Plaza
38 Jantzen Park
40 Clover Square
56 Telcordia Technologies
74 Dal-Park Garage
129 Village Square Shopping Center
149 Jackson Bluff Apartments