Item 1. Business.
Omitted.
Item 2.
Item 2. Properties.
See Item 15(a), Exhibits 99.1, 99.2, and 99.3, for information provided in lieu of information required by Item 102 of Regulation S-K.
Item 3.
Item 3. Legal Proceedings.
The registrant knows of no material pending legal proceedings involving the trust created under the Pooling and Servicing Agreement (the Trust), the Trustee, the Servicer or the registrant with respect to the Trust other than routine litigation incidental to the duties of the respective parties.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
No established public trading market for the Certificates exists.
Records provided to the Trust by the DTC and the Trustee indicate that as of December 31, 2003, the number of holders of record for each class of Certificate were as follows:
Class A-1 13 Class A-2A 36 Class A-2B 11 Class A-3 30 Class B 6 Class C 5 Class D 6 Class E 6 Class F 5 Class G 7 Class H 4 Class J 4 Class K 3 Class L 3 Class LR 1 Class M 3 Class N 3 Class O 3 Class P 3 Class R 1 Class S 3 Class X-1 7 Class X-2 14
Total: 177
Item 6.
Item 6. Selected Financial Data.
Omitted.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.
Omitted.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data.
See Item 15(a), Exhibits 99.1, 99.2, 99.3, for information provided in lieu of information required by Item 302 of Regulation S-K.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A.
Item 9A. Controls and Procedures.
Not applicable.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
Not applicable.
Item 11.
Item 11. Executive Compensation.
Not applicable.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Not applicable.
Item 13.
Item 13. Certain Relationships and Related Transactions.
Not applicable.
Item 14.
Item 14. Principal Accounting Fees and Services.
Not applicable.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Exhibits
(31.1) Rule 13a-14(a)/15d-14(a) Certification.
(99.1) Annual Independent Accountants' Servicing Reports concerning servicing activities for the year ended December 31, 2003.
(99.2) Report of Management as to Compliance with Minimum Servicing Standards for the year ended December 31, 2003.
(99.3) Annual Statements of Compliance under the Pooling and Servicing Agreements for the year ended December 31, 2003.
(99.4) Aggregate Statement of Principal and Interest Distributions to Certificate Holders.
(b) On October 24, 2003, November 24, 2003, and December 18, 2003 reports on Form 8-K were filed by the Company in order to provide the statements for the monthly distributions to holders of the Certificates. No other reports on Form 8-K have been filed during the last quarter of the period covered by this report.
(c) Not applicable.
(d) Omitted.
Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:
GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates Series 2003-C1 (Registrant)
Signed: GS Mortgage Securities Corporation II as Depositor
By: Samuel Ramos as Secretary
By: /s/ Samuel Ramos, Secretary
Dated: March 30, 2004
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
(a)(i) No annual report is provided to the Certificateholders other than with respect to aggregate principal and interest distributions.
(a)(ii) No proxy statement, form of proxy or other proxy soliciting material has been sent to any Certificateholder with respect to any annual or other meeting of Certificateholders.
Exhibit Index
Exhibit No.
31.1 Rule 13a-14(a)/15d-14(a) Certification.
99.1 Annual Independent Accountants' Servicing Reports concerning servicing activities for the year ended December 31, 2003.
99.2 Report of Management as to Compliance with Minimum Servicing Standards for the year ended December 31, 2003.
99.3 Annual Statements of Compliance under the Pooling and Servicing Agreements for the year ended December 31, 2003.
99.4 Aggregate Statement of Principal and Interest Distributions to Certificate Holders.
Ex.31.1
RE: GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2003-C1 (the "Trust"), issued pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2003 (the "Pooling and Servicing Agreement"), among GS Mortgage Securities Corporation II, as depositor, Wells Fargo Bank Minnesota, N.A., as trustee (the "Trustee"), GMAC Commercial Mortgage Corporation, as master servicer, (the "Master Servicer"), and Lennar Partners, Inc., as special servicer (collectively with the Master Servicer, the "Servicers")
I, Daniel Sparks, certify that:
1. I have reviewed this annual report on Form 10-K ("Annual Report"), and all reports on Form 8-K containing distribution reports (collectively with this Annual Report, the "Reports") filed in respect of periods included in the year covered by this annual report, of the Trust;
2. Based on my knowledge, the information in the Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this Annual Report;
3. Based on my knowledge, the distribution or servicing information required to be provided to the Trustee by the Servicers under the Pooling and Servicing Agreement for inclusion in the Reports is included in these Reports;
4. Based on my knowledge and upon the annual compliance statement included in this Annual Report and required to be delivered to the Trustee in accordance with the terms of the Pooling and Servicing Agreement, and except as disclosed in the Reports, the Servicers have fulfilled its obligations under the Pooling and Servicing Agreement; and
5. The Reports disclose all significant deficiencies relating to the Servicers' compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the Pooling and Servicing Agreement, that is included in the Reports.
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: the Trustee and the Servicers.
Date: March 30, 2004
/s/ Daniel Sparks Daniel Sparks Vice President, GS Mortgage Securities Corporation II
Ex-99.1 (a)
Report of Independent Accountants
To the Board of Directors and Shareholder of GMAC Commercial Mortgage Corporation:
We have examined management's assertion, dated February 23, 2004, about GMAC Commercial Mortgage Corporation's (the "Company's") compliance with its established minimum master servicing policy ("Master Servicing Policy"), which management derived from the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP), as of and for the year ended December 31, 2003 included in the accompanying management assertion (see Exhibit I). Management is responsible for the Company's compliance with the Master Servicing Policy. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination.
Our examination was made in accordance with the standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the Master Servicing Policy and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination of the Company's compliance with the Master Servicing Policy.
In our opinion, management's assertion that the Company complied with the aforementioned Master Servicing Policy as of and for the year ended December 31, 2003 is fairly stated, in all material respects.
/s/ PricewaterhouseCoopers LLP
February 23, 2004
Ex-99.1 (b)
ERNST & YOUNG (Logo)
Ernst & Young LLP Suite 3900 200 South Biscayne Boulevard Miami, Florida 33131-5313
Phone: (305) 358-4111 www.ey.com
Report of Independent Certified Public Accountants
To Lennar Partners, Inc.
We have examined management's assertion, included herein, that Lennar Partners, Inc. (the Company) complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) during the year ended December 31, 2003. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination.
Our examination was made in accordance with attestation standards established by the American Institute of Certified Public accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with specified requirements.
In our opinion, management's assertion that the Company complied with the aforementioned requirements during the year ended December 31, 2003, is fairly stated, in all material respects.
/s/ Ernst & Young LLP
February 27, 2004 0402-0515825 A member practice of Ernst & Young Global
Ex-99.2 (a)
Exhibit I
Management's Assertion Concerning Compliance with Minimum Master Servicing Standards
February 23, 2004
As of and for the year ended December 31, 2003, GMAC Commercial Mortgage Corporation has complied, in all material respects, with the minimum master servicing standards set forth in the Company's Master Servicing Policy (attached in Exhibit III), which were derived from the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers.
As master servicer for the transactions included in Exhibit II, the Company performs certain functions with respect to loan servicing, however, other servicing functions are performed by various subservicers.
As of December 31, 2003, the company was covered by various General Motors Corporation insurance policies providing $125 million of fidelity bond insurance and $100 million of errors and omissions insurance.
/s/ Robert D. Feller Robert D. Feller Chief Executive Officer
/s/ Michael J. Lipeon Michael J. Lipeon Executive Vice President, Global Servicing
/s/ Wayne D. Hoch Wayne D. Hoch Executive Vice President and Chief Financial Officer
Exhibit II
GMAC COMMERCIAL MORTGAGE CORPORATION TRANSACTIONS ASSOCIATED WITH MASTER SERVICING RESPONSIBILITIES
277 PARK AVE FINANCE CORP ACMF I SERIES 1997-C1 AETNA, SERIES 1995-C5 AMC DEPOSITOR, SERIES 1999-1 ASC, SERIES 1996-D3 ASC, SERIES 1997-D4 ASC, SERIES 1997-D5 ASW, SERIES 1993-2 ATHERTON, SERIES 1997-1 ATHERTON, SERIES 1998-A ATHERTON, SERIES 1999-A BACM, SERIES 2001-C1 BANK OF AMERICA 2002-X1 BKB, SERIES 1997-C1 BSF III LP 6.6 COLLATERALIZED NOTES Cal West Trust II CALSTRS, SERIES 2002-C6 CAPCO, SERIES 1998-D7 CBA, SERIES 1993-C1 CBM, SERIES 1996-1 CDC, SERIES 2002-FX1 CERTIFICATES FUND CORP, 1997-1 CHASE, SERIES 1996-1 CHASE, SERIES 1996-2 CHASE, SERIES 1997-1 CHASE, SERIES 1997-2 CHASE, SERIES 1998-1 CHASE, SERIES 1998-2 CHASE, SERIES 2000-FL1 CHASE, SERIES 2001-FL1 CHASE-FIRST UNION, 1999-1 CITIBANK, SERIES 1994-C2 CITICORP LEASE TRUST, SERIES 1999-1 COLUMBIA CTR TRUST, 2000-CCT COLUMN, SERIES 2002-CCL1 COMM, SERIES 2001-FL5 COMM, SERIES 2001-J2 COMM, SERIES 2003-LNBl
CSFB, SERIES 1995-Ml CSFB, SERIES 1997-PSl CSFB, SERIES 1998-PS2 CSFB, SERIES 1999-PS3 CSFB, SERIES 2000-Cl CSFB, SERIES 2000-PS4 CSFB, SERIES 2001-CF2 CSFB, SERIES 2001-SPG 1 DAIWA, SERIES 1993-1 DEUTSCHE BANC MORTGAGE (184) DLJ, SERIES 1993-MF17 DLJ, SERIES 1996-CFl DLJ, SERIES 1997-CFl DLJ, SERIES 1998-STFl DLJ-FB, SERIES 1994-MFI ED I ED II EMAC, SERIES 1998-1 EMAC, SERIES 1999-1 EMAC, SERIES 2000-1 FFC FUNDING-SOMERSET MALL FIRST BOSTON, SERIES 1995-MFI FMAC, SERIES 1991-A FMAC, SERIES 1993-B FMAC, SERIES 1994-A FMAC, SERIES 1995-B FMAC, SERIES 1996-B FMAC, SERIES 1997-A FMAC, SERIES 1997-B FMAC, SERIES 1997-C FMAC, SERIES 1998-A FMAC, SERIES 1998-B FMAC, SERIES 1998-C FMAC, SERIES 1998-D FMAC, SERIES 2000-A FMHA FNMA, SERIES 1998-Ml FOREST CITY, SERIES 1994-1 FREEHOLD RACEWAY MALL 2001-FRM G3 STRATEGIC INV. LP 2002 WL1 GAFCO FRANCHISE 1998-1 GFCM 2003-1 GGP MALL PROP TR, SERIES 2001-GGPI GIA SERIES 2001-A GMACCM 2003-C2 GMACCM CANADA, SERIES 2002-FLl
GMACCM HFl, SERIES 1999-1 GMACCM HFl, SERIES 1999-2 GMACCM MT1, SERIES 1999-A GMACCM MTl, SERIES 1999-B GMACCM Seniors 2003-A GMACCM, SERIES 1996-Cl GMACCM, SERIES 1996-C2 GMACCM, SERIES 1997-Cl GMACCM, SERIES 1997-C2 GMACCM, SERIES 1998-Cl GMACCM, SERIES 1998-C2 GMACCM, SERIES 1999-Cl GMACCM, SERIES 1999-C2 GMACCM, SERIES 1999-C3 GMACCM, SERIES 1999-CTLl GMACCM, SERIES 2000-Cl GMACCM, SERIES 2000-C2 GMACCM, SERIES 2000-C3 GMACCM, SERIES 2000-FL1 GMACCM, SERIES 2000-FLA GMACCM, SERIES 2000-FLB GMACCM, SERIES 2000-FLE GMACCM, SERIES 2000-FLF GMACCM, SERIES 200l-A GMACCM, SERIES 2001-Cl GMACCM, SERIES 2001-C2 GMACCM, SERIES 2001-FLl GMACCM, SERIES 2001-FLA GMACCM, SERIES 2002-Cl GMACCM, SERIES 2002-C2 GMACCM, SERIES 2002-C3 GMACCM, SERIES 2002-FL1 GMACCM, SERIES 2002-LT GMACCM, SERIES 2003 DOUBLE EAGLE GMACCM, Series 2003-C3 GMACCM, SERIES 2003-CCl GMACCM, Series 2003-FLl GMACCM, SERIES 2003-FLA GMACCM, SERIES 2003-FL-SNF GMACCM, Series 2003-PMSRLP G-MAX 2002 FL-A G-MAX 2002-FX-l GSMCII, Series 2003-Cl GSMSC II, SERIES 1997-GLI GSMSC II, SERIES 1998-Cl GSMSC II, SERIES 1998-GLII
GSMSC II, SERIES 1999-C1 GSMSC II, SERIES 2001-1285 GSMSC II, SERIES 2001-GL3 GSMSC II, SERIES 20O1-ROCK GSMSC II, SERIES 2002-GSFL V GSMT II, SERIES 2001-GSFL IV G-WING, SERIES 2001-WH1 HUD IPS, SERIES 2003-1 JPMC 2002-C3 JPMC, SERIES 200l-A JPMC, SERIES 2001-CIBC1 KIDDER PEABODY, SERIES 1994-C3 KS MORTGAGE CAP, SERIES 1995-1 LAKEWOOD MALL LB COMMERCIAL, SERIES 1994-A LEHMAN, SERIES 1992-1 LEHMAN, SERIES 1992-2 LEHMAN, SERIES 1994-C2 LEHMAN, SERIES 1995-C2 LEHMAN, SERIES 1996-1 LEHMAN, SERIES 1996-C2 LEHMAN, SERIES 1998-C1 LEHMAN, SERIES 2003-C4 LIBRARY TOWER, SERIES 1998-1 LLL, SERIES 1997- LL1 LONG LANE MASTER TRUST IV LTC, SERIES 1994-1 LTC, SERIES 1996-1 LTC, SERIES 1998-1 MACERICH, SERIES 1996-C1 MALL OF AMERICA, SERIES 2000-1 MCF, SERIES 1993-C1-C2 MCF, SERIES 1995-MC1 MCF, SERIES 1996-MC1 MCF, SERIES 1996-MC2 MCF, SERIES 1998-MC1 MCF, SERIES 1998-MC3 MERRILL, SERIES 1994-Cl MERRILL, SERIES 1995-Cl MERRILL, SERIES 1995-C2 MERRILL, SERIES 1995-C3 MERRILL, SERIES 1996-C1 MERRILL, SERIES 1997-C1 MERRILL, SERIES 1998-C1-CTL MERRILL, SERIES 1999-C2
MERRILL, SERIES 2000-C3 MERRILL, SERIES 2000-C4 MERRILL, SERIES 2001-C5 MERRILL, SERIES 2001-LBC MERRILL, SERIES 2002-BC2P MERRILL, SERIES 2002-C7 MERRILL, SERIES 2002-C8 MERRILL, SERIES 2003-CIO MERRILL, SERIES 2003-C11 ML, SERIES 2003-C9 MORGAN, SERIES 1996-C1 MORGAN, SERIES 1997-C1 MORGAN, SERIES 1997-XL I MORGAN, SERIES 1998-CF1 MORGAN, SERIES 1998-HF1 MORGAN, SERIES 1998-HF2 MORGAN, SERIES 1999-RM1 MORGAN, SERIES 2002-HQ MSDW 2003-IQ4 MSDW CAPTIAL I TRUST 2002-IQ3 MSDW, SERIES 1997-HF1 MSDW, SERIES 1999-FNV1 MSDW, SERIES 2001-PPM MSDW, SERIES 2002-WM MSDW, SERIES 2003-IQ MSDW, Series 2003-IQ5 NATIONS LINK, SERIES 1996-1 NB, SERIES-DMC NEW ENDLAND MUTUAL LIFE, SERIES 1993-1 NOMURA MEGADEAL, SERIES 1995-MD IV NOMURA MEGADEAL, SERIES 1996-MD V NOMURA, SERIES 1993-1 NOMURA, SERIES 1994-MDI NOMURA, SERIES 1996 MD VI NOMURA, SERIES 1998-D6 NOMURA, SERIES 1998-STI OREGAN, SERIES 1995-1 PAINE WEBBER, SERIES 1996-M1 SALOMON, SERIES 1999-Cl SALOMON, SERIES 2000-C1 SASCO, SERIES 1995-C4 SASCO, SERIES 2001-C8 SC FUNDING, SERIES 1993-1 SDG MACERICH PROPERTIES LP CMO SL COMMERCIAL, SERIES 1997-C1 SOLAR TRUST, SERIES 2001-1
SOLAR TRUST, SERIES 2002-1 Solar Trust, Series 2003-CCI Strategic, SHC 2003-1 STRUCTURED MTG, SERIES 1994-Ml U-HAUL, SERIES 1993-1
Exhibit III
GMAC COMMERCIAL MORTGAGE CORPORATION MINIMUM MASTER SERVICING POLICY
I. CUSTODIAL BANK ACCOUNTS
1. Reconciliations shall be prepared on a monthly basis for all custodial bank accounts and related bank clearing accounts. These reconciliations shall:
. be mathematically accurate;
. be prepared within forty-five (45) calendar days after the cutoff date, but in any event in accordance with the applicable servicing agreements;
. be and reviewed and approved by someone other than the person who prepared the reconciliation; and
. evidence explanations for reconciling items which shall be resolved within ninety (90) calendar days of identification.
2. Funds of the servicing entity shall be advanced as specified in the applicable servicing agreements in cases where there is potential for an overdraft in an investor's account or a request letter has been received from a subservicer for a servicing advance stipulated by the subservicing agreement.
3. All cash for each custodial account shall be maintained at a federally insured depository institution in trust for the applicable investor or in an investment account in accordance with the applicable servicing agreement requirements.
II. MORTGAGE PAYMENTS
1. Mortgage payments shall be deposited into the custodial bank accounts and related bank clearing accounts within two business days of receipt from the subservicer.
2. Mortgage payments made in accordance with the mortgagor's loan documents shall be posted to the applicable mortgagor records within two business days of receipt from the subservicer.
III. DISBURSEMENTS
1. Remittances made via wire transfer on behalf of a mortgagor or investor shall be made only by authorized personnel.
2. Amounts remitted to investors per the servicer's investor reports shall agree with cancelled checks, or other form of payment, or custodial bank statements.
IV. INVESTOR ACCOUNTING AND REPORTING
1. Monthly investor reports shall be sent in a timely manner listing loan level detail of payments and balances, and all other data required by the servicing agreements.
V. INSURANCE POLICIES
1. A fidelity bond and errors and omissions policy shall be in effect on the servicing entity in the amount of coverage represented to investors in management's assertion.
VI. MONITORING OF SUBSERVICER COMPLIANCE
1. Within 120 days of a subservicer's year-end, the subservicer's management assertions about compliance with minimum servicing standards, which were derived form the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers, and the Independent Auditors Report on management's assertions shall be reviewed, and if material exceptions are found, appropriate corrective action will be taken.
2. An annual certification from each subservicer stating that the subservicer is in compliance with its subservicer agreement shall be obtained by April 30th for the previous calendar year.
GMAC Commercial Holding Corporation
Ex-99.2 (b)
(Logo) LENNAR PARTNERS AN LNR Company
March 1, 2004
Wells Fargo Bank Minnesota, NA 9062 O1d Annapolis Road Columbia, MD 21045 Attention: Corporate Trust Services (CMBS), GSMTG 2003-C1
Re: Annual Independent Public Accountant's Servicing Report Pooling and Servicing Agreement GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2003-Cl
To whom it may concern:
As of and for the year ended December 31, 2003, Lennar Partners, Inc. has complied in all material respects with the applicable minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers applicable to the commercial and multifamily mortgages for the special servicer as noted in the attachment to this assertion. As of and for this same period, Lennar Partners, Inc. had in effect a fidelity bond in the amount of $10,000,000 and an errors and omissions policy in the amount of $10,000,000.
Sincerely,
LENNAR PARTNERS, INC.
/s/ Susan K. Chapman Susan K. Chapman Vice President
cc: GMAC Commercial Mortgage Corp. 118 Welsh Road Horsham, PA 19044 Managing Director, Commercial Servicing Operations
1601 Washington Avenue . Suite 700 . Miami Beach, Florida 33139 Telephone: (305) 695-5600 . Fax: (305) 695-5601
GS MTG 2003-C1 March 1, 2004 GS Mortgage Securities Corporation II 85 Broad Street New York, NY 10004 Rolf Edwards
Standard & Poor's Ratings Services, Inc. 55 Water Street New York, NY 10041-0003 Commercial Mortgage Surveillance Group
Fitch IBCA, Inc. One State Street Plaza New York, NY 10004 Commercial Mortgage-Backed Securities Group
Ex-99.3 (a)
GMAC Commercial Mortgage
Annual Statement as to Compliance For the Year Ended December 31,
GS MORTGAGE SECURITIES CORPORATION II, Series 2003-C1
Pursuant to Section 3.14 of the Pooling and Servicing Agreement governing the referenced transaction, I hereby attest that:
i. A review of the activities of GMAC Commercial Mortgage Corporation as Master Servicer during the period, and of its performance under this Trust and Servicing Agreement, has been made under my supervision.
ii. To the best of my knowledge, based on such review, GMAC Commercial Mortgage Corporation as Master Servicer, has fulfilled in all material respects its obligations under this Pooling and Servicing Agreement throughout the period.
iii. To the best of my knowledge, each related Subservicer has fulfilled in all material respects its obligations under this Pooling and Servicing Agreement throughout the period.
iv. GMAC Commercial Mortgage Corporation has maintained an effective internal control system over the servicing of mortgage loans including the Mortgage Loans and;
v. GMAC Commercial Mortgage Corporation, as Servicer, has received no notice regarding qualifications, or challenging the status, of any REMIC Pool as a REMIC or the status of either Grantor Trust Pool as a Grantor Trust or otherwise asserting a tax on the income or assets of any portion of the Trust Fund from the Internal Revenue Service or any other governmental agency or body.
GMAC COMMERCIAL MORTGAGE CORPORATION
/s/ Brian T. Stauffer By: Brian T. Stauffer Title: Senior Vice President Date: February 20, 2004
200 Witmer Road - P.O. Box 1015 - Horsham, PA 19044-8015
Ex-99.3 (b)
CERTIFICATE OF OFFICER OF LENNAR PARTNERS, INC.
Pooling and Servicing Agreement dated as of March 1,2003, (the "Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor, GMAC Commercial Mortgage Corporation, as Master Servicer, Wells Fargo Bank Minnesota, N.A., as Trustee, and Lennar Partners, Inc., as Special Servicer (GS MTG 2003-Cl)
The undersigned, Susan K Chapman, as Vice President of LENNAR PARTNERS, Inc., a Florida Corporation (the "Company"), in accordance with Section 3.14 of the Agreement, does hereby certify on behalf of the Company that (i) a review of the activities of the Company 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 Company has fulfilled in all material respects its obligations under this Agreement throughout such year, or, and there has been no default in the fulfillment of any such obligation, (iii) it has maintained an effective internal control system over the servicing of mortgage loans including the Mortgage Loans, and (iv) the Special Servicer has, received no notice regarding qualification, or challenging the status, of the Trust Fund as two separate REMICs from the Internal Revenue Service or any other governmental agency or body or, if it has received any such notice, specifying the details thereof.
IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as of the 1st day of March, 2004.
/s/ Susan K. Chapman Susan K. Chapman Vice President Lennar Partners, Inc.
OC GS MTG 2003-C1
Ex-99.4 Schedule of Year-To-Date Principal and Interest Distributions to Certificateholders