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<br />records as described on Exhibit A (the "Real Property Records "). The Mortgage encumbers
<br />certain real property described therein, listed on Exhibit B and by this reference incorporated
<br />herein (together with all other property, real and personal, encumbered by the Mortgage, the
<br />"Property „)
<br />C. The Loan is further evidenced by that certain Loan Agreement (the "Loan
<br />Agreement ") dated as of January 30, 1997, executed by Prior Owner in favor of Nomura, as
<br />amended by Amendment to Loan Agreement and Other Loan Documents dated March 11, 1997
<br />by and between Prior Owner and Nomura.
<br />D. The Note is further secured by those certain Assignments of Leases and Rents
<br />listed on Exhibit C (collectively, the "Rent Assignment") each dated as of January 30, 1997,
<br />from Prior Owner to Nomura and recorded in the Real Property Records.
<br />E. The Note is further secured by those certain Assignments of Management
<br />Agreement and Agreements Affecting Real Estate listed on Exhibit D (collectively, the
<br />"Assignment of Agreements ") each dated as of January 30, 1997, from Prior Owner to Nomura
<br />and recorded in the Real Property Records.
<br />F. Defeased portions of the Loan are secured by those certain (A) Substitute
<br />Collateral Pledge Agreements between Prior Owner, Lender and LaSalle Bank National
<br />Association, as securities intermediary ( "Intermediary"), (B) Custodial Account Agreements
<br />between Prior Owner, Lender, Intermediary and either CapMark Services, L.P. or GMAC
<br />Commercial Mortgage Corporation, as servicer, and (C) UCC -1 Financing statements naming
<br />Prior Owner as debtor and Lender as secured party (collectively, the "Defeasance Documents "),
<br />such Defeasance Documents being described on Exhibit F.
<br />G. In connection with the Loan, the Prior Owner entered into that certain Servicing
<br />Agreement (the "Servicing Agreement ") dated as of January 30, 1997, by and between
<br />AMRESCO Management, Inc. ( "AMI "), as servicer, Prior Owner, as the trust, and SW
<br />Commercial Management U.S., Inc., as manager, the rights of AMI as servicer thereunder
<br />having been assigned to CapMark Services, L.P. ( "CapMark ") effective as of March 17, 2000
<br />and the rights of CapMark as servicer thereunder having been assigned to GMAC Commercial
<br />Mortgage Corporation ( "GMACCM ") effective as of July 14, 2003.
<br />H. The Loan is further secured by that certain Cash Collateral Account Agreement
<br />(the "Cash Collateral Agreement ") dated as of January 30, 1997, by and between Prior Owner,
<br />Nomura and LaSalle National Bank.
<br />I. The Loan is further secured by that certain Collection Account Agreement (the
<br />"Collection Account Agreement ") dated as of January 30, 1997, by and between Prior Owner,
<br />Nomura and Bank One, N.A.
<br />J. In connection with the Loan, Prior Owner also delivered, or caused to be
<br />delivered, the following documents to Nomura:
<br />Sunwest N.C. Trust, GMACCM Loan #400028174
<br />(Nebraska)
<br />AO 1243719.1
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