EXHIBIT 99.2
GSMC MORTGAGE LOAN PURCHASE AGREEMENT
Pursuant to this Mortgage Loan Purchase Agreement dated as of March
1, 2007 (this "Agreement"), between Xxxxxxx Xxxxx Mortgage Company (together
with its successors and permitted assigns hereunder, the "Seller") and Greenwich
Capital Commercial Funding Corp. (together with its successors and permitted
assigns hereunder, the "Purchaser"), the Seller intends to sell and the
Purchaser intends to purchase certain multifamily and commercial mortgage loans
(collectively, the "Mortgage Loans"), as identified on the schedule annexed
hereto as Exhibit A (the "Mortgage Loan Schedule").
The Purchaser intends to deposit the Mortgage Loans, together with
other assets, into a trust fund (the "Trust Fund"), the beneficial ownership of
which will be evidenced by multiple classes (each, a "Class") of mortgage
pass-through certificates (the "Certificates") to be identified as the Greenwich
Capital Commercial Funding Corp., Commercial Mortgage Trust 2007-GG9, Commercial
Mortgage Pass-Through Certificates, Series 2007-GG9. One or more "real estate
mortgage investment conduit" ("REMIC") elections will be made with respect to
the Trust Fund. The Certificates will be issued pursuant to a Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), to be dated as of
March 1, 2007, among the Purchaser, as depositor, Wachovia Bank, National
Association, as master servicer (the "Master Servicer"), LNR Partners, Inc., as
special servicer (the "Special Servicer") and LaSalle Bank National Association,
as trustee (the "Trustee"). Capitalized terms used but not defined herein have
the respective meanings set forth in the Pooling and Servicing Agreement, as in
effect on the Closing Date.
The Purchaser has entered into an Underwriting Agreement (the
"Underwriting Agreement"), dated as of February 21, 2007, with Xxxxxxx, Sachs &
Co. ("GSC"), Greenwich Capital Markets, Inc. ("GCM"), Banc of America Securities
LLC, Credit Suisse Securities (USA) LLC, Xxxxxx Xxxxxxx & Co. Incorporated, and
Wachovia Capital Markets, LLC (collectively in such capacity, the
"Underwriters"), whereby the Purchaser will sell to the Underwriters all of the
Certificates that are to be registered under the Securities Act of 1933, as
amended (the "Securities Act"). The Purchaser has also entered into a
Certificate Purchase Agreement (the "Certificate Purchase Agreement"), dated as
of February 21, 2007 with GCM and GSC (together, in such capacity, the "Initial
Purchasers"), whereby the Purchaser will sell to the Initial Purchasers all of
the remaining Certificates (other than the Residual Interest Certificates).
In connection with the transactions contemplated hereby, the Seller,
the Purchaser, the Underwriters and the Initial Purchasers have entered into an
Indemnification Agreement (the "Indemnification Agreement" and together with
this Agreement, the "Operative Documents"), dated as of February 21, 2007.
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase. The Seller agrees to sell, and the
Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan
Schedule. The Mortgage Loan Schedule may be amended to reflect the actual
Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The
Mortgage Loans will have an aggregate principal balance of $2,836,419,149.72
(the "Initial Principal Balance") as of the close of business on its Due Date in
March 2007 or, with respect to each Mortgage Loan that does not have a Due Date
in March 2007, March 6, 2007 (the "Cut-off Date"), after giving effect to any
and all payments of principal due thereon on or before such date, whether or not
received. The purchase and sale of the Mortgage Loans shall take place on March
8, 2007, or such other date as shall be mutually acceptable to the parties
hereto (the "Closing Date"). The consideration for the Mortgage Loans shall
consist of a cash amount equal to _____% of the Initial Principal Balance, plus
interest accrued on each Mortgage Loan at the related Net Mortgage Rate, for the
period from and including the Cut-off Date (to the extent that such Cut-off Date
is prior to the Closing Date) up to but not including the Closing Date, which
cash amount shall be paid to the Seller or its designee by wire transfer in
immediately available funds (or by such other method as shall be mutually
acceptable to the parties hereto) on the Closing Date.
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt of the
purchase price referred to in Section 1 hereof and satisfaction or waiver of the
conditions to closing set forth in Section 5 hereof, the Seller does hereby
sell, transfer, assign, set over and otherwise convey to the Purchaser, without
recourse, all the right, title and interest of the Seller in and to the Mortgage
Loans identified on the Mortgage Loan Schedule as of such date, subject to the
rights of the holders of any related Companion Loans as specified in the related
Co-Lender Agreement, as applicable, and the Purchaser hereby assumes such
Mortgage Loans, together with the rights and obligations related to such
Mortgage Loans as specified in the related Co-Lender Agreement. The Mortgage
Loan Schedule, as it may be amended, shall conform to the requirements set forth
in this Agreement and the Pooling and Servicing Agreement.
(b) The Purchaser or its assignee shall, subject to the rights of
the holders of any related Companion Loans, as applicable, be entitled to
receive all scheduled payments of principal and interest due after the Cut-off
Date, and all other recoveries of principal and interest collected after the
Cut-off Date (other than in respect of principal and interest on the Mortgage
Loans due on or before the Cut-off Date). All scheduled payments of principal
and interest due on or before the Cut-off Date for each Mortgage Loan, but
collected after such date, shall, subject to the rights of the holders of any
related Companion Loans, as applicable, belong to, and be promptly remitted to,
the Seller.
(c) On or before the Closing Date, the Seller shall, on behalf of
the initial Purchaser, deliver to and deposit, or cause to be delivered and
deposited, with the Trustee a Mortgage File for each Mortgage Loan in accordance
with the terms of, and conforming to the requirements set forth in, the Pooling
and Servicing Agreement; provided that, with respect to any Non-Serviced Trust
Loan, the preceding delivery requirements will be satisfied by delivery of the
original Mortgage Note(s) (and all intervening endorsements) related to such
Non-Serviced Trust Loan and a copy of the "mortgage file" delivered under the
applicable Lead PSA. If the Seller cannot deliver or cause to be delivered the
documents and/or instruments referred to in clauses (a)(ii), (a)(iii), (a)(vi)
(if recorded) and (a)(viii) of the definition of "Mortgage File" solely because
of delay caused by the public recording office where such document or instrument
has been delivered for recordation, the Seller shall deliver to the Trustee a
copy of the original, certified by the Seller to be a true and complete copy of
the original thereof submitted for recording. Concurrently with such delivery,
the Seller shall deliver, or cause to be delivered, to the Master Servicer and
the Special Servicer copies of the Mortgage Note, Mortgage(s) and any reserve
and cash management agreements with respect to each Mortgage Loan for which a
Mortgage File is required to be delivered to the Trustee.
(d) For each Mortgage Loan for which a Mortgage File is required to
be delivered to the Trustee, the Seller shall bear the out-of-pocket costs and
expenses related to recording or filing, as the case may be, in the appropriate
public office for real property records or Uniform Commercial Code financing
statements, as appropriate, each related assignment of Mortgage and assignment
of Assignment of Leases, in favor of the Trustee referred to in clause (a)(iv)
of the definition of "Mortgage File" and each related UCC-2 and UCC-3 assignment
referred to in clause (a)(viii) of the definition of "Mortgage File." If any
such document or instrument is lost or returned unrecorded or unfiled, as the
case may be, because of a defect therein, then the Seller shall prepare a
substitute therefor or cure such defect or cause such to be done, as the case
may be, and the Seller shall deliver such substitute or corrected document or
instrument to the Trustee (or, if the Mortgage Loan is then no longer subject to
the Pooling and Servicing Agreement, to the then holder of such Mortgage Loan).
(e) The Seller shall deliver, or cause to be delivered, to the
Master Servicer within 10 business days after the Closing Date, all documents
and records that (i) relate to the servicing and administration of the Serviced
Loans, (ii) are reasonably necessary for the ongoing administration and/or
servicing of the Serviced Loans (including any asset summaries related to the
Mortgage Loans that were delivered to the Rating Agencies in connection with the
rating of the Certificates) and (iii) are in possession or control of the
Mortgage Loan Seller, together with (x) all unapplied Escrow Payments and
Reserve Funds in the possession or under control of the Seller that relate to
the Serviced Loans and (y) a statement indicating which Escrow Payments and
Reserve Funds are allocable to such Serviced Loans), provided that the Seller
shall not be required to deliver any draft documents, privileged or other
internal communications, credit underwriting, due diligence analyses or data or
internal worksheets, memoranda, communications or evaluations.
(f) After the Seller's transfer of the Mortgage Loans to the
Purchaser, as provided herein, the Seller shall not take any action inconsistent
with the Purchaser's ownership of the Mortgage Loans. Except for actions that
are the express responsibility of another party hereunder or under the Pooling
and Servicing Agreement, and further except for actions that the Seller is
expressly permitted to complete subsequent to the Closing Date, the Seller
shall, on or before the Closing Date, take all actions required under applicable
law to effectuate the transfer of the Mortgage Loans by the Seller to the
Purchaser.
(g) The Seller shall provide, or cause to be provided, to the Master
Servicer the initial data with respect to each Mortgage Loan for the CMSA
Financial File and the CMSA Loan Periodic Update File that are required to be
prepared by the Master Servicer pursuant to the Pooling and Servicing Agreement.
(h) The Seller shall provide the Master Servicer with the
Supplemental Servicer Schedule.
SECTION 3. Representations, Warranties and Covenants of Seller.
(a) The Seller hereby represents and warrants to and covenants with
the Purchaser, as of the date hereof and as of the Closing Date, that:
(i) The Seller is a limited partnership duly organized, validly
existing and in good standing under the laws of the State of New York, is
duly qualified as a foreign organization in good standing in all
jurisdictions to the extent such qualification is necessary to hold and
sell the Mortgage Loans or otherwise comply with its obligations under the
Operative Documents, except where the failure to be so qualified would not
have a material adverse effect on its ability to perform its obligations
under the Operative Documents, and possesses all requisite authority and
power to carry on its business as currently conducted by it and to
execute, deliver and comply with its obligations under the terms of each
Operative Document.
(ii) Each Operative Document has been duly and validly authorized,
executed and delivered by the Seller and, assuming due authorization,
execution and delivery hereof by the Purchaser, constitutes a legal, valid
and binding obligation of the Seller, enforceable against the Seller in
accordance with its terms, except as such enforcement may be limited by
(A) bankruptcy, insolvency, reorganization, receivership, moratorium or
other similar laws affecting the enforcement of creditors' rights in
general, and (B) general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law).
(iii) The execution and delivery of each Operative Document by the
Seller and the Seller's performance and compliance with the terms of each
Operative Document will not (A) violate the Seller's organizational
documents, (B) violate any law or regulation or any administrative decree
or order to which the Seller is subject or (C) 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 contract,
agreement or other instrument to which the Seller is a party or by which
the Seller is bound.
(iv) The Seller is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal,
state, municipal or other governmental agency or body, which default might
have consequences that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the condition (financial or
other) or operations of the Seller or its properties or have consequences
that would, in the Seller's reasonable and good faith judgment, materially
and adversely affect its performance hereunder.
(v) The Seller is not a party to or bound by any agreement or
instrument or subject to any organizational document or any other
corporate restriction or any judgment, order, writ, injunction, decree,
law or regulation that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the ability of the Seller to
perform its obligations under the Operative Documents or that requires the
consent of any third person to the execution and delivery of the Operative
Documents by the Seller or the performance by the Seller of its
obligations under the Operative Documents.
(vi) Except for the recordation and/or filing of assignments and
other transfer documents with respect to the Mortgage Loans, as
contemplated by Section 2(d), no consent, approval, authorization or order
of, registration or filing with, or notice to, any court or governmental
agency or body, is required for the execution, delivery and performance by
the Seller of or compliance by the Seller with the Operative Documents or
the consummation of the transactions contemplated by the Operative
Documents; and no bulk sale law applies to such transactions.
(vii) No litigation is pending or, to the best of the Seller's
knowledge, threatened against the Seller that would, in the Seller's good
faith and reasonable judgment, prohibit its entering into the Operative
Documents or materially and adversely affect the performance by the Seller
of its obligations under the Operative Documents.
(viii) The Seller intends to treat the transfer of the Mortgage
Loans to the Purchaser as a sale for accounting and tax purposes. In
connection with the foregoing, the Seller shall cause all of its records
to reflect such transfer as a sale (as opposed to a secured loan). The
consideration received by the Seller upon the sale of the Mortgage Loans
to the Purchaser will constitute at least reasonably equivalent value and
fair consideration for the Mortgage Loans. The Seller will be solvent at
all relevant times prior to, and will not be rendered insolvent by, the
sale of the Mortgage Loans to the Purchaser. The Seller is not selling the
Mortgage Loans to the Purchaser with any intent to hinder, delay or
defraud any of the creditors of the Seller. After giving effect to its
transfer of the Mortgage Loans to the Purchaser, as provided herein, the
value of the Seller's assets, either taken at their present fair saleable
value or at fair valuation, will exceed the amount of the Seller's debts
and obligations, including contingent and unliquidated debts and
obligations of the Seller, and the Seller will not be left with
unreasonably small assets or capital with which to engage in and conduct
its business. The Mortgage Loans do not constitute all or substantially
all of the assets of the Seller. The Seller does not intend to, and does
not believe that it will, incur debts or obligations beyond its ability to
pay such debts and obligations as they mature.
(ix) No proceedings looking toward merger, liquidation, dissolution
or bankruptcy of the Seller are pending or contemplated.
(b) The Seller hereby makes, for the benefit of the Purchaser, with
respect to each Mortgage Loan, as of the Closing Date or as of such other date
expressly set forth therein, each of the representations and warranties set
forth on Exhibit B attached hereto, except as otherwise set forth on Exhibit C
attached hereto; provided that the Seller expressly does not make any
Multifamily Representation with respect to any Mortgage Loan that is not in the
Multifamily Loan Group. As used in Exhibit B, the term "Multifamily Loan Group"
shall mean a loan group comprised of the multifamily mortgages and mortgages on
manufactured housing parks identified as Loan Group 2 on the Mortgage Loan
Schedule. The term "Multifamily Representation" shall mean each of the
representations and warranties made by the Seller with respect to any Mortgage
Loan in the Multifamily Loan Group in clause (48) of Exhibit B.
SECTION 4. Representations and Warranties of the Purchaser. In order
to induce the Seller to enter into this Agreement, the Purchaser hereby
represents and warrants for the benefit of the Seller as of the date hereof and
as of the Closing Date that:
(i) The Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware. The
Purchaser has the full corporate power and authority and legal right to
acquire the Mortgage Loans from the Seller and to transfer the Mortgage
Loans to the Trustee.
(ii) This Agreement has been duly and validly authorized, executed
and delivered by the Purchaser and, assuming due authorization, execution
and delivery hereof by the Seller, constitutes a legal, valid and binding
obligation of the Purchaser, enforceable against the Purchaser in
accordance with its terms, except as such enforcement may be limited by
(A) bankruptcy, insolvency, reorganization, receivership, moratorium or
other similar laws affecting the enforcement of creditors' rights in
general, and (B) general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law).
(iii) The execution and delivery of this Agreement by the Purchaser
and the Purchaser's performance and compliance with the terms of this
Agreement will not (A) violate the Purchaser's organizational documents,
(B) violate any law or regulation or any administrative decree or order to
which the Purchaser is subject or (C) 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 contract, agreement or
other instrument to which the Purchaser is a party or by which the
Purchaser is bound.
(iv) Except as may be required under federal or state securities
laws (and which will be obtained on a timely basis), no consent, approval,
authorization or order of, registration or filing with, or notice to, any
governmental authority or court, is required for the execution, delivery
and performance by the Purchaser of or compliance by the Purchaser with
this Agreement, or the consummation by the Purchaser of any transaction
described in this Agreement.
(v) Under GAAP and for federal income tax purposes, the Purchaser
will report the transfer of the Mortgage Loans by the Seller to the
Purchaser, as provided herein, as a sale of the Mortgage Loans to the
Purchaser in exchange for the consideration specified in Section 1 hereof.
SECTION 5. Notice of Breach; Cure; Repurchase.
(a) If the Seller discovers or receives notice in accordance with
Section 10 hereof of a Document Defect or a breach of any of its representations
and warranties made pursuant to Section 3(b) hereof (each such breach, a
"Breach") relating to any Mortgage Loan, and such Document Defect or Breach
materially and adversely affects (or, in the case of a breach of any Multifamily
Representation, is deemed to materially and adversely affect) the value of the
Mortgage Loan or the related Mortgaged Property or the interests of the
Purchaser in such Mortgage Loan (in which case any such Document Defect or
Breach would be a "Material Document Defect" or a "Material Breach," as the case
may be), then (subject to Section 5(b)) the Seller shall, within 90 days after
its discovery or receipt of such notice of such Material Document Defect or
Material Breach (or, in the case of a Material Document Defect or Material
Breach that affects whether a Mortgage Loan was, as of the Closing Date, is or
will continue to be a "qualified mortgage" within the meaning of the REMIC
Provisions (a "Qualified Mortgage"), not later than 90 days after any party
discovering such Material Document Defect or Material Breach) (such 90-day
period, in either case, the "Initial Resolution Period"), (i) cure such Material
Document Defect or Material Breach, as the case may be, in all material
respects, which cure shall include payment of any Additional Trust Fund Expenses
associated therewith, or (ii) repurchase the affected Mortgage Loan (or the
related Mortgaged Property, or in the case of any Mortgaged Property related to
a Loan Group, to the extent of the Seller's interest therein from, and in
accordance with the directions of, the Purchaser or its designee, at a price
equal to the Purchase Price; provided that if (A) any such Material Breach or
Material Document Defect, as the case may be, does not affect whether the
Mortgage Loan was, as of the Closing Date, is or will continue to be a Qualified
Mortgage, (B) such Material Breach or Material Document Defect, as the case may
be, is capable of being cured but not within the applicable Initial Resolution
Period, (C) the Seller has commenced and is diligently proceeding with the cure
of such Material Breach or Material Document Defect, as the case may be, within
the applicable Initial Resolution Period, (D) the Seller shall have delivered to
the Purchaser a certification executed on behalf of the Seller by an officer
thereof confirming that such Material Breach or Material Document Defect, as the
case may be, is not capable of being cured within the applicable Initial
Resolution Period, setting forth what actions the Seller is pursuing in
connection with the cure thereof and stating that the Seller anticipates that
such Material Breach or Material Document Defect, as the case may be, will be
cured within an additional period not to exceed 90 days beyond the end of the
applicable Initial Resolution Period, and (E) the affected Mortgage Loan is not
then a Specially Serviced Mortgage Loan, then the Seller shall have such
additional 90-day period (the "Resolution Extension Period") to complete such
cure or, failing such, to repurchase the affected Mortgage Loan (or the related
Mortgaged Property); and provided, further, that, if any such Material Document
Defect is still not cured after the initial 90-day period and any such
additional 90-day period solely due to the failure of the Seller to have
received the recorded document, then the Seller shall be entitled to continue to
defer its cure and repurchase obligations in respect of such Document Defect so
long as the Seller certifies to the Purchaser every 30 days thereafter that the
Document Defect is still in effect solely because of its failure to have
received the recorded document and that the Seller is diligently pursuing the
cure of such defect (specifying the actions being taken), except that no such
deferral of cure or repurchase may continue beyond the second anniversary of the
Closing Date. Any such repurchase of a Mortgage Loan shall be on a whole loan,
servicing released basis. The Seller shall have no obligation to monitor the
Mortgage Loans regarding the existence of a Breach or Document Defect, but if
the Seller discovers a Material Breach or Material Document Defect with respect
to a Mortgage Loan, it will notify the Purchaser. Provided that the Master
Servicer has notice of such Material Document Defect or Material Breach, the
Master Servicer shall notify the Seller if the related Mortgage Loan becomes a
Specially Serviced Mortgage Loan during any applicable cure periods. Any of the
following document defects shall be conclusively presumed to be a Material
Document Defect: (a) the absence from the Mortgage File of the original signed
Mortgage Note, together with the endorsements referred to in clause (a)(i) of
the definition of "Mortgage File," unless the Mortgage File contains a signed
lost note affidavit and indemnity with respect to the missing Mortgage Note and
any missing endorsement that appears to be regular on its face, (b) other than
with respect to a Non-Serviced Trust Loan, the absence from the Mortgage File of
the original executed Mortgage or a copy of such Mortgage certified by the local
authority with which the Mortgage was recorded, in each case with evidence of
recording thereon, that appears to be regular on its face, unless there is
included in the Mortgage File a copy of the executed Mortgage and a certificate
stating that the original signed Mortgage was sent for recordation, (c) other
than with respect to a Non-Serviced Trust Loan, the absence from the Mortgage
File of the original or a copy of the lender's title insurance policy, together
with all endorsements or riders (or copies thereof) that were issued with or
subsequent to the issuance of such policy, or marked up insurance binder or
title commitment which is marked as a binding commitment and countersigned by
title company, insuring the priority of the Mortgage as a first lien on the
Mortgaged Property, (d) other than with respect to a Non-Serviced Trust Loan,
the absence from the Mortgage File of any intervening assignments required to
create a complete chain of assignment to the Trustee on behalf of the Trust and
a certificate stating that the original intervening assignments were sent for
recordation, unless there is included in the Mortgage File a certified copy of
the intervening assignment or (e) other than with respect to a Non-Serviced
Trust Loan, the absence from the Servicing File of any original letter of
credit. For purposes of this Section 5(a) and other related provisions of this
Agreement, a breach of any Multifamily Representation with respect to a Mortgage
Loan in the Multifamily Loan Group shall be deemed to materially and adversely
affect the value of the Mortgage Loan or the related Mortgaged Property or the
interests of the Purchaser in such Mortgage Loan and shall constitute a Material
Breach.
(b) If (x) any Mortgage Loan is subject to a Material Breach or
Material Document Defect and would otherwise be required to be repurchased as
contemplated by Section 5(a), (y) such Mortgage Loan is a Cross-Collateralized
Mortgage Loan or is secured by a portfolio of Mortgaged Properties, and (z) the
applicable Material Breach of Material Document Defect does not constitute a
Material Breach or Material Document Defect, as the case may be, as to any
related Cross-Collateralized Mortgage Loan or applies to only specific Mortgaged
Properties in such portfolio, the Purchaser or its designee shall use reasonable
efforts, subject to the terms of the related Mortgage Loans, to prepare and, to
the extent necessary and appropriate, have executed by the related Mortgagor and
record, such documentation as may be necessary to (i) in the case of a
Cross-Collateralized Group, terminate the cross-collateralization between the
Mortgage Loans in such Cross-Collateralized Group that are to be repurchased, on
the one hand, and the remaining Mortgage Loans therein, on the other hand, such
that those two groups of Mortgage Loans are each secured only by the Mortgaged
Properties identified in the Mortgage Loan Schedule as directly corresponding
thereto or (ii) in the case of Mortgage Loan secured by a portfolio of Mortgaged
Properties, release the affected Mortgaged Properties from the
cross-collateralization of the Mortgage Loan; provided that, if such
Cross-Collateralized Group is still subject to the Pooling and Servicing
Agreement, then no such termination shall be effected unless and until (i) the
Purchaser or its designee has received from the Seller (A) an Opinion of Counsel
to the effect that such termination or release will not cause an Adverse REMIC
Event to occur with respect to any REMIC Pool or an Adverse Grantor Trust Event
to occur with respect to the Grantor Trust and (B) a written confirmation from
each Rating Agency that such termination or release will not cause an Adverse
Rating Event to occur with respect to any Class of Certificates, (ii) the debt
service coverage ratio for the four preceding calendar quarters for all of the
Mortgage Loans relating to such Cross-Collateralized Group remaining is not less
than 0.05x below the debt service coverage ratio for all Mortgage Loans of such
Cross-Collateralized Group or Mortgaged Properties relating to such Mortgage
Loan secured by a portfolio of Mortgaged Properties (including the affected
Mortgage Loan) or Mortgage Loan (including the affected Mortgaged Property) set
forth in the Prospectus Supplement, (iii) the loan-to-value ratio for all of the
Mortgage Loans of such Cross-Collateralized Group remaining is not greater than
5% more than the loan-to-value ratio for all Mortgage Loans of such
Cross-Collateralized Group or Mortgaged Properties relating to such Mortgage
Loan secured by a portfolio of Mortgaged Properties (including the affected
Mortgage Loan) or Mortgage Loan (including the affected Mortgaged Property) set
forth in the Prospectus Supplement, and (iv) the Directing Holder (if one is
acting) has consented (which consent shall not be unreasonably withheld and
shall be deemed to have been given if no written objection is received by the
Seller within 10 Business Days of the Directing Holder's receipt of a written
request for such consent); and provided, further, that the Seller may, at its
option, purchase the entire Cross-Collateralized Group or Mortgage Loan in lieu
of terminating the cross-collateralization or a release of the affected
Mortgaged Properties from the cross-collateralization of the Mortgage Loan. In
the event that the cross-collateralization of any Cross-Collateralized Group is
terminated or any Mortgaged Property related to a Mortgage Loan secured by a
portfolio of Mortgaged Properties is released pursuant to this paragraph, the
Seller may elect either to repurchase only the affected Cross-Collateralized
Mortgage Loan or Mortgaged Properties as to which the Material Breach or
Material Document Defect exists or to repurchase the aggregate
Cross-Collateralized Mortgage Loans or Mortgaged Properties. All costs and
expenses incurred by the Purchaser or its designee pursuant to this paragraph
shall be included in the calculation of Purchase Price for the Mortgage Loan(s)
to be repurchased. If the cross-collateralization of any Cross-Collateralized
Group is not or cannot be terminated as contemplated by this paragraph, then,
for purposes of (i) determining whether any Breach or Document Defect, as the
case may be, is a Material Breach or Material Document Defect, and (ii) the
application of remedies, such Cross-Collateralized Group shall be treated as a
single Mortgage Loan.
It shall be a condition to any repurchase of a Mortgage Loan by the
Seller pursuant to Section 5(a) that (i) the Purchaser shall have executed and
delivered such instruments of endorsement, transfer or assignment then presented
to it by the Seller, in each case without recourse, as shall be necessary to
vest in the Seller the legal and beneficial ownership of such Mortgage Loan
(including any property acquired in respect thereof or proceeds of any insurance
policy with respect thereto), to the extent that such ownership interest was
transferred to the Purchaser hereunder; (ii) the Purchaser shall deliver to the
Seller all portions of the Mortgage File and other documents pertaining to such
Mortgage Loan; and (iii) the Purchaser shall release to the Seller any escrow
payments or reserve funds held by it, or on its behalf, in respect of such
Mortgage Loan. If any Mortgage Loan is to be repurchased as contemplated by
Section 5(a), the Seller shall amend the Mortgage Loan Schedule to reflect the
removal of such Mortgage Loan and shall forward such amended schedule to the
Purchaser.
(c) The Seller hereby acknowledges and agrees that any modification
of the Mortgage Loan pursuant to a workout, foreclosure, sale or other
liquidation pursuant to, and in accordance with, the Pooling and Servicing
Agreement shall not constitute a defense to any repurchase claim disputed by the
Seller nor shall such modification change the Purchase Price due from the Seller
for any repurchase claim. In the event of any such modification, the Seller
hereby agrees to repurchase the Mortgage Loan as modified, if the Seller is
required to or elects to repurchase such Mortgage Loan in accordance with the
terms of this Section 5. Any sale of the related Mortgage Loan, or foreclosure
upon such Mortgage Loan and sale of the successor REO Property, shall be without
(i) recourse of any kind (either expressed or implied) by such Person against
the Seller and (ii) representation or warranty of any kind (either expressed or
implied) by the Seller to or for the benefit of such Person.
(d) The fact that a Material Document Defect or Material Breach is
not discovered until after foreclosure (but in all instances prior to the sale
of the successor REO Property or Mortgage Loan) shall not prejudice any claim
against the Seller for repurchase of the REO Mortgage Loan or successor REO
Property, which claim shall be made in accordance with this Section 5. If a
court of competent jurisdiction issues a final order that the Seller is or was
obligated to repurchase the related Mortgage Loan or the successor REO Loan or
the Seller otherwise accepts liability, then, after the expiration of any
applicable appeal period, but in no event later than the termination of the
Trust pursuant to Section 9.01 of the Pooling and Servicing Agreement, the
Seller will be obligated to pay to the Trust the difference between (i) any
Liquidation Proceeds received upon such liquidation net of Liquidation Expenses
and (ii) the Purchase Price; provided that the prevailing party in such action
shall be entitled to recover from the other party all costs, fees and expenses
(including reasonable attorneys fees) related thereto.
(e) [Reserved].
(f) It is understood and agreed that the obligations of the Seller
set forth in Section 5(a) to cure any Material Breach or Material Document
Defect or to repurchase such Mortgage Loan constitute the sole remedies
available to the Purchaser with respect to any Breach or Document Defect.
(g) Notwithstanding the foregoing, if there exists a Breach of that
portion of the representation or warranty on the part of the Seller set forth
in, or made pursuant to, paragraph 23 or paragraph 43 of Exhibit B to this
Agreement, specifically relating to whether or not the Mortgage Loan documents
or any particular Mortgage Loan document for any Mortgage Loan requires the
related Mortgagor to bear the Rating Agency fees reflected in paragraph 23 or
reasonable costs and expenses associated with a defeasance, as set forth in
paragraph 43 (any such fees, costs or expenses, referred to herein as "Covered
Costs"), then the Purchaser or its designee will direct the Seller in writing to
wire transfer to the Custodial Account, within 90 days of receipt of such
direction, the amount of any such reasonable costs and expenses incurred by the
Trust that (i) otherwise would have been required to be paid by the Mortgagor if
such representation or warranty with respect to such costs and expenses had in
fact been true, as set forth in the related representation or warranty, (ii)
have not been paid by the Mortgagor, (iii) are the basis of such Breach and (iv)
constitute "Covered Costs." Upon payment of such costs, the Seller shall be
deemed to have cured such Breach in all respects. Provided that such payment is
made, this paragraph describes the sole remedy available to the Purchaser
regarding any such Breach, regardless of whether it constitutes a Material
Breach, and the Seller shall not be obligated to otherwise cure such Breach or
repurchase the affected Mortgage Loan under any circumstances.
(h) If during the period of time that the Underwriters are required,
under applicable law, to deliver a prospectus related to the Public Certificates
in connection with sales of the Public Certificates by an Underwriter or a
dealer and the Seller has obtained actual knowledge of undisclosed or corrected
information related to an event that occurred prior to the Closing Date, which
event causes the Mortgage Loan Seller Information previously provided to be
incorrect or untrue, and which directly results in a material misstatement or
omission in the Prospectus Supplement, including Annex A, Annex B or Annex C
thereto and the CD ROM and the Diskette included therewith (collectively, the
"Public Offering Documents"), and as a result the Underwriters' legal counsel
has determined that it is necessary to amend or supplement the Public Offering
Documents in order to make the statements therein, in the light of the
circumstances when the Prospectus is delivered to a purchaser, not misleading,
or to make the Public Offering Documents in compliance with applicable law, the
Seller shall (to the extent that such amendment or supplement solely relates to
the Mortgage Loan Seller Information at the expense of the Seller, do all things
reasonably necessary to assist the Depositor to prepare and furnish to the
Underwriters, such amendments or supplements to the Public Offering Documents as
may be necessary so that the statements in the Public Offering Documents, as so
amended or supplemented, will not, in the light of the circumstances when the
Prospectus is delivered to a purchaser, be misleading and will comply with
applicable law. All capitalized terms used in this paragraph (h) and not
otherwise defined in this Agreement shall have the meanings set forth in the
Indemnification Agreement.
(i) For so long as the Trust Fund is subject to the reporting
requirements of the Exchange Act, the Seller shall provide the Purchaser (or
with respect to any Serviced Companion Loan that is deposited into another
securitization, the depositor of such securitization) and the Trustee with any
Additional Form 10-D Disclosure and any Additional Form 10-K Disclosure set
forth next the Purchaser's name on Exhibit P and Exhibit Q of the Pooling and
Servicing Agreement within the time periods set forth in the Pooling and
Servicing Agreement.
SECTION 6. Closing. The closing of the sale of the Mortgage Loans
(the "Closing") shall be held at the offices of Cadwalader, Xxxxxxxxxx & Xxxx
LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New
York City time, on the Closing Date.
The Closing shall be subject to each of the following conditions:
(a) All of the representations and warranties of the Seller set
forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement, and all
of the representations and warranties of the Purchaser set forth in Section 4 of
this Agreement, shall be true and correct in all material respects as of the
Closing Date;
(b) Insofar as it affects the obligations of the Seller hereunder,
the Pooling and Servicing Agreement shall be in a form mutually acceptable to
the Purchaser and the Seller;
(c) All documents specified in Section 7 of this Agreement (the
"Closing Documents"), in such forms as are reasonably acceptable to the
Purchaser, shall be duly executed and delivered by all signatories as required
pursuant to the respective terms thereof;
(d) The Seller shall have delivered and released to the Trustee (or
a Custodian on its behalf), the Master Servicer and the Special Servicer all
documents and funds required to be delivered to the Trustee, the Master Servicer
and the Special Servicer, respectively, pursuant to Section 2 of this Agreement;
(e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with in all
material respects, and the Seller shall have the ability to comply with all
terms and conditions and perform all duties and obligations required to be
complied with or performed after the Closing Date;
(f) The Seller shall have paid all fees and expenses payable by it
to the Purchaser or otherwise pursuant to this Agreement; and
(g) Neither the Underwriting Agreement nor the Certificate Purchase
Agreement shall have been terminated in accordance with its terms.
Both parties agree to use their best efforts to perform their
respective obligations hereunder in a manner that will enable the Purchaser to
purchase the Mortgage Loans on the Closing Date.
SECTION 7. Closing Documents. The Closing Documents shall consist of
the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties
thereto;
(c) The Indemnification Agreement duly executed by the parties
thereto;
(d) A Certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the Purchaser,
the Underwriters and the Initial Purchasers may rely, to the effect that the
Seller has, in all material respects, complied with all the agreements and
satisfied all the conditions on its part that are required under this Agreement
to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of the Seller, dated
the Closing Date, and upon which the Purchaser, the Underwriters and the Initial
Purchasers may rely, to the effect that each individual who, as an officer or
representative of the Seller, signed this Agreement, the Indemnification
Agreement or any other document or certificate delivered on or before the
Closing Date in connection with the transactions contemplated herein or in the
Indemnification Agreement, was at the respective times of such signing and
delivery, and is as of the Closing Date, duly elected or appointed, qualified
and acting as such officer or representative, and the signatures of such persons
appearing on such documents or certificates are their genuine signatures, or
such other statement relating to incumbency that is acceptable to the Purchaser,
the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct
copies of (i) the organizational documents of the Seller, and (ii) a certificate
of good standing of the Seller issued by the Secretary of State of the State of
New York as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to
customary exceptions and carveouts, dated the Closing Date and addressed to the
Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and,
upon request, the other parties to the Pooling and Servicing Agreement, together
with such other opinions of such counsel as may be required by the Rating
Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject
to customary exceptions and carveouts, dated the Closing Date and addressed to
the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies
and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary
exceptions and carveouts, dated the Closing Date and addressed to the
Underwriters, to the effect that nothing has come to such counsel's attention
that would lead such counsel to believe that the Prospectus Supplement as of the
date thereof or as of the Closing Date contains, with respect to the Seller or
the Mortgage Loans, any untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements therein relating to the
Seller or the Mortgage Loans, in the light of the circumstances under which they
were made, not misleading; and
(j) Such further certificates, opinions and documents as the
Purchaser may reasonably request.
SECTION 8. Costs. The reasonable out-of-pocket costs and expenses
incurred by the Seller, each other mortgage loan seller, the Purchaser, the
Underwriters and the Initial Purchasers in connection with the securitization of
the Mortgage Loans and the other transactions contemplated by this Agreement,
the Underwriting Agreement and the Certificate Purchase Agreement shall be
payable as set forth in a separate writing among such parties on the Closing
Date.
SECTION 9. Grant of a Security Interest. The parties hereto agree
that it is their express intent that the conveyance of the Mortgage Loans by the
Seller to the Purchaser as provided in Section 2 hereof be, and be construed as,
a sale of the Mortgage Loans by the Seller to the Purchaser and not as a pledge
of the Mortgage Loans by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, if, notwithstanding the aforementioned intent
of the parties, the Mortgage Loans are held to be property of the Seller, then
it is the express intent of the parties that: (i) such conveyance shall be
deemed to be a pledge of the Mortgage Loans by the Seller to the Purchaser to
secure a debt or other obligation of the Seller; (ii) this Agreement shall be
deemed to be a security agreement within the meaning of Articles 8 and 9 of the
applicable Uniform Commercial Code; (iii) the conveyance provided for in Section
2 hereof shall be deemed to be a grant by the Seller to the Purchaser of a
security interest in all of the Seller's right, title and interest in and to the
Mortgage Loans, and all amounts payable to the holder of the Mortgage Loans in
accordance with the terms thereof, and all proceeds of the conversion, voluntary
or involuntary, of the foregoing into cash, instruments, securities or other
property; (iv) the assignment to the Trustee of the interest of the Purchaser in
and to the Mortgage Loans shall be deemed to be an assignment of any security
interest created hereunder; (v) the possession by the Trustee or any of its
agents, including, without limitation, the Custodian, of the Mortgage Notes for
the Mortgage Loans, and such other items of property as constitute instruments,
money, negotiable documents or chattel paper shall be deemed to be "possession
by the secured party" for purposes of perfecting the security interest pursuant
to Section 9-313 of the applicable Uniform Commercial Code; and (vi)
notifications to persons (other than the Trustee) holding such property, and
acknowledgments, receipts or confirmations from such persons holding such
property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as applicable)
of the secured party for the purpose of perfecting such security interest under
applicable law. The Seller and the Purchaser shall, to the extent consistent
with this Agreement, take such actions as may be necessary to ensure that, if
this Agreement were deemed to create a security interest in the Mortgage Loans,
such security interest would be deemed to be a perfected security interest of
first priority under applicable law and will be maintained as such throughout
the term of this Agreement and the Pooling and Servicing Agreement.
SECTION 10. Notices. All notices, copies, requests, consents,
demands and other communications required hereunder shall be in writing and
telecopied or delivered to the intended recipient at the "Address for Notices"
specified beneath its name on the signature pages hereof or, as to either party,
at such other address as shall be designated by such party in a notice hereunder
to the other party. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when transmitted by
telecopier or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid.
SECTION 11. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser (and by the Purchaser to the Trustee) until the
termination of the Pooling and Servicing Agreement pursuant to the terms
thereof.
SECTION 12. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any particular jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.
SECTION 13. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but which together
shall constitute one and the same agreement.
SECTION 14. GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT
WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, APPLICABLE TO AGREEMENTS NEGOTIATED, MADE AND TO BE PERFORMED ENTIRELY
IN SAID STATE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE SELLER
AND THE PURCHASER EACH HEREBY IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY
NEW YORK STATE AND FEDERAL COURTS SITTING IN NEW YORK CITY WITH RESPECT TO
MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT; (II) AGREES THAT ALL
CLAIMS WITH RESPECT TO SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN
SUCH NEW YORK STATE OR FEDERAL COURTS; (III) WAIVES, TO THE FULLEST POSSIBLE
EXTENT, THE DEFENSE OF AN INCONVENIENT FORUM; AND (IV) AGREES THAT A FINAL
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW.
SECTION 15. Further Assurances. The Seller and the Purchaser agree
to execute and deliver such instruments and take such further actions as the
other party may, from time to time, reasonably request in order to effectuate
the purposes and to carry out the terms of this Agreement.
SECTION 16. Successors and Assigns. The rights and obligations of
the Seller under this Agreement shall not be assigned by the Seller without the
prior written consent of the Purchaser, except that any person into which the
Seller may be merged or consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Seller is a party, or any
person succeeding to all or substantially all of the business of the Seller,
shall be the successor to the Seller hereunder. The Purchaser has the right to
assign its interest under this Agreement, in whole or in part, as may be
required to effect the purposes of the Pooling and Servicing Agreement, and the
assignee shall, to the extent of such assignment, succeed to the rights and
obligations hereunder of the Purchaser. Subject to the foregoing, this Agreement
shall bind and inure to the benefit of and be enforceable by the Seller, the
Purchaser, and their respective successors and permitted assigns.
SECTION 17. Amendments. No term or provision of this Agreement may
be waived or modified unless such waiver or modification is in writing and
signed by a duly authorized officer of the party against whom such waiver or
modification is sought to be enforced. The Seller's obligations hereunder shall
in no way be expanded, changed or otherwise affected by any amendment of or
modification to the Pooling and Servicing Agreement, unless the Seller has
consented to such amendment or modification in writing.
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
SELLER
XXXXXXX XXXXX MORTGAGE COMPANY
By: XXXXXXX SACHS REAL ESTATE FUNDING CORP.,
its General Partner
By: /s/ Xxx Xxxxx
----------------------------------------
Name: Xxx Xxxxx
Title: Vice President
Address for Notices:
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxx Xxxxxxxx
Facsimile No.: (000) 000-0000
and
Attention: Xxxxx Xxxxxxxxxx, Esq.
Facsimile No.: (000) 000-0000
PURCHASER
GREENWICH CAPITAL COMMERCIAL FUNDING CORP.
By: /s/ Xxxxxx Xxxx
----------------------------------------
Name: Xxxxxx Xxxx
Title: Senior Vice President
Address for Notices:
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX
Attention: Xxxxxx Xxxx
Facsimile No.: (000) 000-0000
and
Attention: Xxxx Xxxxxxxxx, Esq.
Facsimile No.: (000) 000-0000
EXHIBIT A
Mortgage Loan Schedule
GCCFC 07-GG9 Loan ID GCFP Control_Number GCFP Loan ID Loan Name
-------------------- ------------------- ------------- -------------------------------------
2 00-1001210 00-1001210 000 Xxxxxxx Xxxxxx
0 00-1001214 00-1001214 Xxxxxx Industrial Portfolio
3.01 00-0000000-0 00-0000000-0 000 Xxxxxxxxx Xxxxxxxxx
3.02 00-0000000-0 00-0000000-0 00 Xxxxxxxxx Xxxxx
3.03 00-0000000-0 00-0000000-0 000 Xxxx Xxxx Xxxxxx
3.04 00-0000000-0 00-0000000-0 0000 Xxxxxxx Xxxxxxxx
3.05 00-0000000-0 00-0000000-0 00 Xxxxxxxxxx Xxxx
3.06 00-0000000-0 00-0000000-0 000 Xxxxx Xxxxxx
3.07 00-0000000-0 00-0000000-0 000 Xxxxxx Xxxxxx
3.08 00-0000000-0 00-0000000-0 000 Xxxxxxxx Xxxxxx
3.09 00-0000000-0 00-0000000-0 000-000 Xxxxx Xxxxxx
3.10 00-0000000-00 00-0000000-00 0000 Xxxxx Xxxxxxx
3.11 00-0000000-00 00-0000000-00 000 Xxxx Xxxxx
3.12 00-0000000-00 00-0000000-00 000 Xxxxxxxx Xxxxxx
3.13 00-0000000-00 00-0000000-00 00 00xx Xxxxxx
3.14 00-0000000-00 00-0000000-00 0000 Xxxxxxx'x Xxxxxxx
3.15 00-0000000-00 00-0000000-00 000 Xxxxx Xxxxxx
3.16 00-0000000-00 00-0000000-00 One Xxxxxxxxx Court
3.17 00-0000000-00 00-1001214-17 000-000 Xxxxxxx Xxxx
3.18 00-0000000-00 00-0000000-00 000 Xxxxx Xxxxxx
3.19 00-0000000-00 00-0000000-00 00 00xx Xxxxxx
3.20 00-0000000-00 00-0000000-00 00 Xxxxx Xxxx
3.21 00-0000000-00 00-0000000-00 000 Xxxxxx Xxxxxxxxx
3.22 00-0000000-00 00-0000000-00 1 Comac Loop
3.23 00-0000000-00 00-0000000-00 000 00xx Xxxxxx
3.24 00-0000000-00 00-0000000-00 00 Xxxxxxx Xxxxxx
3.25 00-0000000-00 00-0000000-00 00 Xxxxxxx Xxxxxx
3.26 00-0000000-00 00-0000000-00 000 Xxxxx Xxxxxx
3.27 00-0000000-00 00-0000000-00 000 Xxxxxxx Xxxx
3.28 00-0000000-00 00-0000000-00 000 00xx Xxxxxx
3.29 00-0000000-00 00-0000000-00 00 Xxxxxxx Xxxxxxxxx
3.30 00-0000000-00 00-0000000-00 000 Xxxxxx Xxxxxxxxx
3.31 00-0000000-00 00-0000000-00 000 Xxxxx Xxxxxx
3.32 00-0000000-00 00-0000000-00 000-000 Xxxx 0xx Xxxxxx
3.33 00-0000000-00 00-0000000-00 000-000 Xxxx 0xx Xxxxxx
3.34 00-0000000-00 00-0000000-00 000 Xxxxx Xxxxxx
3.35 00-0000000-00 00-0000000-00 One Xxxxxxxxx Road
3.36 00-0000000-00 00-0000000-00 000 Xxxxx Xxxxxxx
4 00-1001215 00-1001215 000 Xxxxxxx Xxxxxx
9 00-1001208 00-1001208 Merchandise Mart
10 09-0002520 09-0002520 COPT Office Portfolio
10.01 00-0000000-0 00-0000000-0 Xxxxxxx Xxxxxx 00
10.02 00-0000000-0 00-0000000-0 Xxxxxxx Xxxxxx 00
10.03 00-0000000-0 00-0000000-0 0000 Xxxx Xxxxxxx Xxxxxxxxx
10.04 00-0000000-0 00-0000000-0 5775 Xxxx Xxxxxxx Boulevard
10.05 00-0000000-0 00-0000000-0 Xxxxxxx Xxxxxx 00
10.06 00-0000000-0 00-0000000-0 Xxxxxxx Xxxxxx 00
10.07 00-0000000-0 00-0000000-0 Xxxxxxx Xxxxxx 00
10.08 00-0000000-0 00-0000000-0 Xxxxxxx Xxxxxx 00
10.09 00-0000000-0 00-0000000-0 5755 Xxxx Xxxxxxx Boulevard
10.10 00-0000000-00 00-0000000-00 Airport Tech 1
10.11 00-0000000-00 00-0000000-00 Airport Tech 4
10.12 00-0000000-00 00-0000000-00 Airport Tech 2
10.13 00-0000000-00 00-0000000-00 1925 AeroTech
10.14 00-0000000-00 00-0000000-00 1915 AeroTech
12 00-1001206 00-1001206 Plaza America Towers I and II
15 00-1001202 00-1001202 Boulevard Mall
17 09-0002480 09-0002480 Life Time Fitness Portfolio
17.01 00-0000000-0 00-0000000-0 Tempe Life Time
17.02 00-0000000-0 00-0000000-0 Willowbrook Life Time
17.03 00-0000000-0 00-0000000-0 Garland - Life Time
17.04 00-0000000-0 00-0000000-0 Flower Mound Life Time
17.05 00-0000000-0 00-0000000-0 Sugar Land Life Time
17.06 00-0000000-0 00-0000000-0 Commerce Life Time
18 00-1001207 00-1001207 Renaissance Atlanta Waverly Hotel
19 09-0002273 09-0002273 Branson Landing
22 00-1001216 00-1001216 One Westchase Center
26 09-0002549 09-0002549 Car Dealership Portfolio
26.01 TBD-1 TBD-1 MotorWorld
26.02 TBD-2 TBD-2 Wolfchase Toyota
26.03 TBD-3 TBD-3 Capitol Chevrolet
26.04 TBD-4 TBD-4 Crest Honda World
28 09-0002327 09-0002327 The District II
29 09-0002544 09-0002544 Apollo Portfolio 1
29.01 TBD4-1 TBD4-1 0000 Xxxx Xxxxxxxx Xxxxxx Apartments
29.02 TBD4-2 TBD4-2 716 South Berendo Apartments
29.03 TBD4-3 TBD4-3 The Roxy Apartments
29.04 TBD4-4 TBD4-4 Fernwood Apartments
29.05 TBD4-5 TBD4-5 000 Xxxxx Xxxxxx Apartments
29.06 TBD4-6 TBD4-6 000 Xxxxx Xxxxxxxxx Xxxxxx
29.07 TBD4-7 TBD4-7 Valencia Apartments
29.08 TBD4-8 TBD4-8 Royal Lake
29.09 TBD4-9 TBD4-9 728 South Berendo Apartments
29.10 XXX0-00 XXX0-00 Xxxx Xxxx Xxxxxxxxxx
29.11 TBD4-11 TBD4-11 000 Xxxxx Xxxxxx Xxxxxx Apartments
29.12 TBD4-12 TBD4-12 Heliotrope Apartments
30 09-0002548 09-0002548 Park Place Motorcars
32 09-0002516 09-0002516 Baybrook Gateway
34 00-1001197 00-1001197 Xxxxxxxx Xxxx Warehouse & Plaza
40 09-0002521 09-0002521 Xxxxxxx Xxxx Xxxxx
00 00-0000000 00-0000000 Xxxxxxxxxxx Xxxxxx - Xxxxx Xxxxxx
44 09-0002483 09-0002483 Second & Xxxxxxxxx
59 09-0002487 09-0002487 Two Rivers - Aurora Healthcare Clinic
62 09-0002531 09-0002531 Summerfield Suites - Pleasant Hill
65 09-0002486 09-0002486 Hartford - Aurora Healthcare Clinic
70 09-0002488 09-0002488 300 North Martingale
73 09-0002533 09-0002533 Summerfield Suites - Scottsdale
81 09-0002528 09-0002528 Summerfield Suites - Bridgewater
82 09-0002532 09-0002532 Summerfield Suites - Pleasanton
83 09-0002285 09-0002285 Tuileries Plaza Phase I
84 09-0002451 09-0002451 Xxxxxxxxxx Xxxxxxxx
00 00-0000000 00-0000000 Xxxxxxxxx Xxxx
91 09-0002476 09-0002476 0000 Xxxx Xxxxx
92 09-0002530 09-0002530 Summerfield Suites - Gaithersburg
96 09-0002457 09-0002457 Hillcroft I & II
97 09-0002469 09-0002469 000 Xxxxxxxx Xxxx
100 09-0002255 09-0002255 Toringdon III
102 09-0002444 09-0002444 Corporate Center I
104 09-0002445 09-0002445 Glendale Center
105 09-0002297 09-0002297 Palisades II
108 09-0002496 09-0002496 300 Main
110 09-0002420 09-0002420 Xxxxxxxx Xxxx Xxxxxxx Xxxx Xxxxxxxx
000 09-0002505 09-0002505 Centerra Marketplace
114 09-0002515 09-0002515 Atrium Office Building
115 09-0002256 09-0002256 Toringdon V
116 09-0002475 09-0002475 Timberwood Trace Apartments
121 09-0002519 09-0002519 MarketPlace
122 09-0002492 09-0002492 Orchard Centre
125 09-0002506 09-0002506 Woodhaven
126 09-0002499 09-0002499 Westwoods Shopping Center
128 09-0002504 09-0002504 University Business Park
130 09-0002474 09-0002474 200 Fillmore
131 09-0002461 09-0002461 Airport Center
132 09-0002370 09-0002370 Xxxxxx Xxxxx
000 00-0000000 00-0000000 Xxxxxx - Xxxxxx Healthcare Clinic
134 09-0002510 09-0002510 Villager Square
135 09-0002482 09-0002482 Frisco Plaza
136 09-0002485 09-0002485 Xxxxxxxx Xxxxx Xxxxx
000 00-0000000 00-0000000 Xxxxxxxxxxx Xxxxxx - Xxxxxxxxx
140 09-0002448 09-0002448 Festival
141 09-0002379 09-0002379 Xxxxxx Ranch
146 09-0002472 09-0002472 Northridge Pavilion III and IV
148 09-0002450 09-0002450 PETsMART Plaza
149 09-0002470 09-0002470 Xxxxxxx Office Park
151 09-0002518 09-0002518 Academy Sports & Outdoors
152 09-0002465 09-0002465 Grants Pass
154 09-0002266 09-0002266 Poway Executive Center
157 09-0002442 09-0002442 Lakewood at Georgia Avenue
158 09-0002455 09-0002455 West and Ironwood Building
163 09-0002462 09-0002462 Staverton East
164 09-0002449 09-0002449 Centennial Square
165 09-0002478 09-0002478 Kent Rite Aid
166 09-0002458 09-0002458 Streets of Toringdon
167 09-0002464 09-0002464 JAMAD I
168 09-0002542 09-0002542 Delray North Business Center
173 09-0002489 09-0002489 County Line Shopping Center
174 09-0002497 09-0002497 Palmhurst Shopping Center
175 09-0002503 09-0002503 8404 North Xxxxxxx
176 09-0002307 09-0002307 Lake Xxxx
179 09-0002517 09-0002517 Arbrook Square Shopping Center
180 09-0002439 09-0002439 Pyramid I
182 09-0002491 09-0002491 Holiday Tower
184 09-0002514 09-0002514 Fidelity Building
185 09-0002477 09-0002477 2425 East Commercial
186 09-0002501 09-0002501 Tamarac Business Center
188 09-0002459 09-0002459 Middletown Plaza
189 09-0002452 09-0002452 Bread & Butter
190 09-0002447 09-0002447 Knightsbridge Apartments
193 09-0002456 09-0002456 Xxxxx Xxxxxx Xxxxxxx
000 09-0002471 09-0002471 Xxxxxxx Medical Center
196 09-0002490 09-0002490 972 Partnership
198 09-0002304 09-0002304 Aliante
200 09-0002443 09-0002443 Social Security Administration
SPLIT LOANS
9-P 00-1001208 00-1001208 Merchandise Mart
34-B 00-1001197 00-1001197 Xxxxxxxx Xxxx Warehouse & Plaza
100-B 09-0002255 09-0002255 Toringdon III
115-B 09-0002256 09-0002256 Toringdon V
125-B 09-0002506 09-0002506 Woodhaven (1)
GCCFC 07-GG9 Loan ID Property Name General Property Type Detailed Property Type
-------------------- ------------------------------------- --------------------- --------------------------------
2 000 Xxxxxxx Xxxxxx Office General Urban
3 Xxxxxx Industrial Portfolio
3.01 000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxxx / Xxxxxxxxx w/ Office
3.02 00 Xxxxxxxxx Xxxxx Xxxxxxxxxx Xxxxxxxxxx / Xxxxxxxxx w/ Office
3.03 000 Xxxx Xxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxxx / Xxxxxxxxx w/ Office
3.04 0000 Xxxxxxx Xxxxxxxx Industrial Industrial / Warehouse w/ Office
3.05 00 Xxxxxxxxxx Xxxx Xxxxxxxxxx Xxxxxxxxxx / Xxxxxxxxx w/ Office
3.06 000 Xxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxxx / Xxxxxxxxx w/ Office
3.07 000 Xxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxxx / Xxxxxxxxx w/ Office
3.08 000 Xxxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxxx / Xxxxxxxxx w/ Office
3.09 000-000 Xxxxx Xxxxxx Industrial Industrial / Warehouse w/ Office
3.10 0000 Xxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxxxxx / Xxxxxxxxx w/ Office
3.11 000 Xxxx Xxxxx Xxxxxxxxxx Xxxxxxxxxx / Xxxxxxxxx w/ Office
3.12 000 Xxxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxxx / Xxxxxxxxx w/ Office
3.13 00 00xx Xxxxxx Xxxxxxxxxx Xxxxxxxxxx / Xxxxxxxxx w/ Office
3.14 2905 Veteran's Highway Industrial Industrial / Warehouse w/ Office
3.15 000 Xxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxxx / Xxxxxxxxx w/ Office
3.16 One Xxxxxxxxx Court Industrial Industrial / Warehouse w/ Office
3.17 000-000 Xxxxxxx Xxxx Xxxxxxxxxx Xxxxxxxxxx / Xxxxxxxxx w/ Office
3.18 000 Xxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxxx / Xxxxxxxxx w/ Office
3.19 00 00xx Xxxxxx Xxxxxxxxxx Xxxxxxxxxx / Xxxxxxxxx w/ Office
3.20 00 Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxxxx / Xxxxxxxxx w/ Office
3.21 000 Xxxxxx Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxxx / Xxxxxxxxx w/ Office
3.22 0 Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxxxx / Xxxxxxxxx w/ Office
3.23 000 00xx Xxxxxx Xxxxxxxxxx Xxxxxxxxxx / Xxxxxxxxx w/ Office
3.24 00 Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxxx / Xxxxxxxxx w/ Office
3.25 00 Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxxx / Xxxxxxxxx w/ Office
3.26 000 Xxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxxx / Xxxxxxxxx w/ Office
3.27 000 Xxxxxxx Xxxx Xxxxxxxxxx Xxxxxxxxxx / Xxxxxxxxx w/ Office
3.28 000 00xx Xxxxxx Xxxxxxxxxx Xxxxxxxxxx / Xxxxxxxxx w/ Office
3.29 00 Xxxxxxx Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxxx / Xxxxxxxxx w/ Office
3.30 000 Xxxxxx Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxxx / Xxxxxxxxx w/ Office
3.31 000 Xxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxxx / Xxxxxxxxx w/ Office
3.32 000-000 Xxxx 0xx Xxxxxx Xxxxxxxxxx Xxxxxxxxxx / Xxxxxxxxx w/ Office
3.33 000-000 Xxxx 0xx Xxxxxx Xxxxxxxxxx Xxxxxxxxxx / Xxxxxxxxx w/ Office
3.34 000 Xxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxxx / Xxxxxxxxx w/ Office
3.35 One Xxxxxxxxx Road Industrial Industrial / Warehouse w/ Office
3.36 000 Xxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxxxxx / Xxxxxxxxx w/ Xxxxxx
0 000 Xxxxxxx Xxxxxx Office General Urban
9 Merchandise Mart Office General Urban
10 COPT Office Portfolio
10.01 Airport Square 20 Office General Urban
10.02 Airport Square 15 Office General Urban
10.03 0000 Xxxx Xxxxxxx Xxxxxxxxx Xxxxxx General Urban
10.04 5775 Xxxx Xxxxxxx Boulevard Office General Urban
10.05 Airport Square 19 Office General Urban
10.06 Airport Square 10 Office General Urban
10.07 Airport Square 21 Office General Urban
10.08 Airport Square 14 Office General Urban
10.09 0000 Xxxx Xxxxxxx Xxxxxxxxx Xxxxxx General Urban
10.10 Airport Tech 1 Office General Urban
10.11 Airport Tech 4 Office General Urban
10.12 Airport Tech 2 Office General Urban
10.13 1925 AeroTech Office General Urban
10.14 1915 AeroTech Office General Urban
00 Xxxxx Xxxxxxx Towers I and II Office General Suburban
15 Boulevard Mall Retail Anchored
17 Life Time Fitness Portfolio
17.01 Tempe Life Time Retail Unanchored
17.02 Willowbrook Life Time Retail Unanchored
17.03 Garland - Life Time Retail Unanchored
17.04 Flower Mound Life Time Retail Unanchored
17.05 Sugar Land Life Time Retail Unanchored
17.06 Commerce Life Time Retail Unanchored
18 Renaissance Atlanta Waverly Hotel Hospitality Full Service
19 Branson Landing Retail Anchored
22 One Westchase Center Office General Suburban
26 Car Dealership Portfolio
26.01 MotorWorld Other Car Dealership
26.02 Wolfchase Toyota Other Car Dealership
26.03 Capitol Chevrolet Other Car Dealership
26.04 Crest Honda World Other Car Dealership
28 The District II Retail Anchored
29 Apollo Portfolio 1
29.01 0000 Xxxx Xxxxxxxx Xxxxxx Apartments Multifamily Conventional
29.02 716 South Berendo Apartments Multifamily Conventional
29.03 The Roxy Apartments Multifamily Conventional
29.04 Fernwood Apartments Multifamily Conventional
29.05 000 Xxxxx Xxxxxx Apartments Multifamily Conventional
29.06 000 Xxxxx Xxxxxxxxx Xxxxxx Multifamily Conventional
29.07 Valencia Apartments Multifamily Conventional
29.08 Royal Lake Multifamily Conventional
29.09 728 South Berendo Apartments Multifamily Conventional
29.10 Park View Apartments Multifamily Conventional
29.11 000 Xxxxx Xxxxxx Xxxxxx Apartments Multifamily Conventional
29.12 Heliotrope Apartments Multifamily Conventional
00 Xxxx Xxxxx Motorcars Other Car Dealership
00 Xxxxxxxx Xxxxxxx Retail Anchored
34 Xxxxxxxx Xxxx Warehouse & Xxxxx Xxxxxx Xxxxxxxx
00 Xxxxxxx Xxxx Xxxxx Office General Suburban
43 Summerfield Suites - White Plains Hospitality Limited Service
44 Second & Xxxxxxxxx Office General Suburban
59 Two Rivers - Aurora Healthcare Xxxxxx Xxxxxx Xxxxxxx
00 Xxxxxxxxxxx Xxxxxx - Xxxxxxxx Xxxx Hospitality Limited Service
65 Hartford - Aurora Healthcare Clinic Office Medical
70 300 North Martingale Office General Suburban
73 Summerfield Suites - Scottsdale Hospitality Limited Service
00 Xxxxxxxxxxx Xxxxxx - Xxxxxxxxxxx Hospitality Limited Service
00 Xxxxxxxxxxx Xxxxxx - Xxxxxxxxxx Hospitality Limited Service
00 Xxxxxxxxx Xxxxx Xxxxx X Retail Shadow Anchored
84 Northridge Crossing Multifamily Garden
89 Xxxxxxxxx Xxxx Office General Suburban
91 3400 Club Drive Multifamily Garden
92 Summerfield Suites - Gaithersburg Hospitality Limited Service
96 Hillcroft I & II Office General Suburban
97 000 Xxxxxxxx Xxxx Office General Suburban
100 Toringdon III Office General Suburban
102 Corporate Center I Office General Suburban
104 Glendale Center Retail Anchored
105 Palisades II Office General Suburban
108 300 Main Office General Urban
000 Xxxxxxxx Xxxx Xxxxxxx Xxxx Building Office Medical
000 Xxxxxxxx Xxxxxxxxxxx Retail Anchored
114 Atrium Office Building Office General Suburban
115 Toringdon V Office General Suburban
116 Timberwood Trace Apartments Multifamily Garden
121 MarketPlace Retail Anchored
000 Xxxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxx
000 Xxxxxxxxx Retail Anchored
126 Westwoods Shopping Center Retail Anchored
128 University Business Park Industrial Industrial / Warehouse w/ Office
130 200 Fillmore Office General Urban
131 Airport Center Office General Suburban
000 Xxxxxx Xxxxx Retail Shadow Anchored
133 Neenah - Aurora Healthcare Clinic Office Medical
000 Xxxxxxxx Xxxxxx Retail Shadow Anchored
000 Xxxxxx Xxxxx Office General Suburban
136 Xxxxxxxx North Plaza Retail Anchored
137 Summerfield Suites - Charlotte Hospitality Limited Service
140 Festival Retail Anchored
141 Xxxxxx Ranch Retail Shadow Anchored
146 Northridge Pavilion III and IV Office General Suburban
148 PETsMART Plaza Retail Anchored
149 Xxxxxxx Office Park Office Medical
151 Academy Sports & Outdoors Retail Anchored
152 Grants Pass Retail Anchored
154 Poway Executive Center Office General Suburban
157 Lakewood at Georgia Avenue Office General Suburban
158 West and Ironwood Building Industrial Warehouse
000 Xxxxxxxxx Xxxx Xxxxxxxxxx Xxxxxxxxxx / Xxxxxxxxx w/ Office
000 Xxxxxxxxxx Xxxxxx Retail Shadow Anchored
165 Kent Rite Aid Retail Single Tenant
000 Xxxxxxx xx Xxxxxxxxx Office Medical
167 JAMAD I Industrial Warehouse
168 Delray North Business Center Industrial Industrial / Warehouse w/ Xxxxxx
000 Xxxxxx Xxxx Xxxxxxxx Xxxxxx Retail Shadow Anchored
174 Palmhurst Shopping Center Retail Shadow Anchored
175 8404 North Xxxxxxx Retail Anchored
176 Lake Xxxx Retail Shadow Anchored
000 Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxx Retail Shadow Anchored
180 Pyramid I Office General Suburban
182 Holiday Tower Office General Suburban
184 Fidelity Building Office General Suburban
185 2425 East Commercial Office General Suburban
186 Tamarac Business Center Office General Suburban
000 Xxxxxxxxxx Xxxxx Retail Shadow Anchored
189 Bread & Butter Office General Suburban
190 Knightsbridge Apartments Multifamily Garden
000 Xxxxx Xxxxxx Xxxxxxx Xxxxxx General Urban
000 Xxxxxxx Xxxxxxx Xxxxxx Office Medical
196 972 Partnership Retail Unanchored
198 Aliante Retail Shadow Anchored
200 Social Security Administration Office General Suburban
SPLIT LOANS
9-P Merchandise Mart
34-B Xxxxxxxx Xxxx Warehouse & Plaza
100-B Toringdon III
115-B Toringdon V
125-B Woodhaven
GCCFC 07-GG9 Loan ID Address
-------------------- --------------------------------------------------------------------------------
2 000 Xxxxxxx Xxxxxx
3
3.01 000 Xxxxxxxxx Xxxxxxxxx
3.02 00 Xxxxxxxxx Xxxxx
3.03 000 Xxxx Xxxx Xxxxxx
3.04 0000 Xxxxxxx Xxxxxxxx
3.05 00 Xxxxxxxxxx Xxxx
3.06 000 Xxxxx Xxxxxx
3.07 000 Xxxxxx Xxxxxx
3.08 000 Xxxxxxxx Xxxxxx
3.09 000-000 Xxxxx Xxxxxx
3.10 0000 Xxxxx Xxxxxxx
3.11 000 Xxxx Xxxxx
3.12 000 Xxxxxxxx Xxxxxx
3.13 00 00xx Xxxxxx
3.14 0000 Xxxxxxx'x Xxxxxxx
3.15 000 Xxxxx Xxxxxx
3.16 One Xxxxxxxxx Court
3.17 000-000 Xxxxxxx Xxxx
3.18 000 Xxxxx Xxxxxx
3.19 00 00xx Xxxxxx
3.20 00 Xxxxx Xxxx
3.21 000 Xxxxxx Xxxxxxxxx
3.22 1 Comac Loop
3.23 000 00xx Xxxxxx
3.24 00 Xxxxxxx Xxxxxx
3.25 00 Xxxxxxx Xxxxxx
3.26 000 Xxxxx Xxxxxx
3.27 000 Xxxxxxx Xxxx
3.28 000 00xx Xxxxxx
3.29 00 Xxxxxxx Xxxxxxxxx
3.30 000 Xxxxxx Xxxxxxxxx
3.31 000 Xxxxx Xxxxxx
3.32 000-000 Xxxx 0xx Xxxxxx
3.33 000-000 Xxxx 0xx Xxxxxx
3.34 000 Xxxxx Xxxxxx
3.35 One Xxxxxxxxx Road
3.36 000 Xxxxx Xxxxxxx
4 000 Xxxxxxx Xxxxxx
9 222 Merchandise Mart Plaza
10
10.01 0000 Xxxxxxxxx Xxxx
10.02 000 Xxxxxxxxx Xxxxxxxxx
10.03 5725 Xxxx Xxxxxxx Boulevard
10.04 0000 Xxxx Xxxxxxx Xxxxxxxxx
10.05 0000 Xxxxxxxxx Xxxx
10.06 000 Xxxxxxxx Xxxxxxx Xxxx
10.07 000 Xxxxxxxxxxxxx Xxxxx
10.08 0000 Xxxxxxxxx Xxxx
10.09 0000 Xxxx Xxxxxxx Xxxxxxxxx
10.10 000 Xxxxxxxxxxxxx Xxxxx
10.11 000 Xxxxxxxxxxxxx Xxxxx
10.12 000 Xxxxxxxxxxxxx Xxxxx
10.13 0000 XxxxXxxx Xxxxx
10.14 0000 XxxxXxxx Xxxxx
12 11700 & 00000 Xxxxx Xxxxxxx Xxxxx
15 0000 Xxxxxxx Xxxxx Xxxxxxxxx
17
17.01 0000 Xxxx Xxxx Xxxxx
17.02 0000 Xxxxxx Xxxxx Xxxxxxxxx
17.03 0000 Xxxxxx Xxxxxx Xxxxxxxxx
17.04 0000 Xxxxxxxxx Xxxxx
17.05 0000 Xxxxxxx 0
17.06 0000 Xxxxxxxx Xxxxxxxx Xxxxxxxxx
18 0000 Xxxxxxxx Xxxxxxx
19 1-1221 Branson Xxxxxxx Xxxxxxxxx
00 00000 Xxxxxxxxxx Xxxx
26
26.01 000 Xxxxxxxxxx Xxxxx
00.00 0000 Xxxxx Xxxxxxxxxx Parkway
26.03 000 Xxxxxxx Xxxxxxxxx
26.04 0000 Xxxxxxxxxxx Xxxxxxxxx
28 000-000 Xxxxx Xxxxx Xxxxxx Xxxxxxx
29
29.01 0000 Xxxx Xxxxxxxx Xxxxxx
29.02 000 Xxxxx Xxxxxxx Xxxxxx
29.03 000 Xxxxx Xxxxxxxx Xxxxxx
29.04 0000 Xxxxxxxx Xxxxxx
29.05 000 Xxxxx Xxxxxx Xxxxxx
29.06 000 Xxxxx Xxxxxxxxx Xxxxxx
29.07 000 Xxxxx Xxxxxxxx Xxxxxx
29.08 0000 Xxxxx Xxxx Xxxxxx & 0000-0000 Xxxx 00xx Xxxxxx
29.09 000 Xxxxx Xxxxxxx Xxxxxx
29.10 0000 Xxxxx Xxxx Xxxx Xxxxxx
29.11 000 Xxxxx Xxxxxx Xxxxxx & 000 Xxxxx Xxxxxxx Avenue
29.12 000 Xxxxx Xxxxxxxxxx Xxxxx
30 0000 Xxxxxx Xxxxxx
00 000-0000 West Bay Area Boulevard
34 1050 Ala Xxxxx Xxxxxxxxx & 000 Xxxx Xxxxxx
00 0000 and 0000 Xxxxxxxx Xxxxxx & 2860-2890 Zanker Road
43 000 Xxxxxxxxx Xxxx Xxxxx
44 2401 & 2415 Xxxx 0xx Xxxxxx, 000 Xxxxxxxxx Xxxxxx and 200 & 000 Xxxxxxxxx Xxxxxx
59 0000 Xxxxxxxx Xxxxx
62 0000 Xxxxxx Xxxxx Xxxxxxxxx
65 1640 East Xxxxxx Xxxxxx
00 000 Xxxxx Xxxxxxxxxx Xxxx
73 0000 Xxxxx Xxxxxxxxxx Xxxxxxxxx
81 000 Xxxxx 00 Xxxx
82 0000 Xxxxxx Xxxxx
83 0000 Xxxxx Xxxxxxx Xxxxxx
84 0000 Xxxxxxxx Xxx
89 4501, 4601, 0000 Xxxxxxxxx Xxxx Xxxxx
91 3400 Club Lakes Parkway
92 000 Xxxxxxxx Xxxxxxxxx
96 6310 & 0000 Xxxxxxxx Xxxxx
97 000 Xxxxxxxx Xxxx
000 0000 Xxxxxxxxx Way
102 000 Xxxxx Xxxxx Xxxxxx Xxxxxxx
000 0000-0000 Xxxx Xxxxx Xxxxxx & 0000-0000 Xxxxx 00xx Xxxxxx
105 0000 Xxxxxxx Xxxx
108 000 Xxxx Xxxxxx
110 0 Xxxxxxxx Xxxx
000 00 Xxxxxxxx Xxxxxxx
114 0000 Xxxx Xxxxxxxxxxxx Xxxxx
115 0000 Xxxxxxxxx Xxx
116 00000 Xxxxxxxx Xxxxxxxxx
000 0000-0000 & 0000-0000 Xxxxxxxx Xxxx
122 0000 XXX Xxxxxxx
125 23420-23470 Xxxxx Road
126 15200 & 00000 Xxxx 00xx Xxxxxx
128 0000 Xxxx Xxxxxxxxxx Xxxxx
130 000 Xxxxxxxx Xxxxxx
131 4400, 4828 & 0000 Xxxxxxx Xxxxxx Xxxxxxx
132 1200 Oakley Xxxxxx Xxxxx
000 0000 Xxxxxxxx Xxxxx
134 0000-0000 Xxxx 000xx Xxxxxx
135 000-000 Xxx Xxxx Xxxxx
000 000 Xxxxxxxxxxxxx Xxxx
137 0000 Xxxxx Xxxxx Xxxxxx
140 West 0000 Xxx Xxx Xxxx
141 4920, 5020, 0000 Xxxx Xxxxxxxx Xxxx
146 1301 and 0000 Xxxxxxxxx Xxxxx
000 000 Xxxxxx Xxxxxx
149 211, 213, 000 Xxxxxxx Xxxx
151 0000 Xxxx Xxxxxxx Xxxxxxxxx
152 304-350 Northeast Agness Avenue
154 13915 Xxxxxxxxx Xxxxxx
000 00000 Xxxxxxx Avenue
158 0000-0000 Xxxx Xxxxxx and 0000-0000 Xxxxxxxx Xxxxx
163 00000 Xxxxxxx Xxxxxxxxx
164 0000-0000 Xxxx Xxxxxxxxx Xxxxxx
165 10407 Southeast 000xx Xxxxxx
166 12105 and 00000 Xxxxxx Xxx
000 000 Xxxxxxxx Xxxxxx
168 0000 Xxxxxxxxx 00xx Xxxxxx
173 1480 and 0000-0000 Xxxxx Xxxxxxx Xxxx
174 4324 and 0000 Xxxxx Xxxxxx Xxxxxx
175 0000-0000 Xxxxx Xxxxxxx Xxxxxx
000 0000-0000 Xxxx Xxxx Xxxx Xxxxxxxxx
000 0000 Xxxxxxx Road
180 4126, 4138 & 4150 Xxxx Xxxxx Parkway
182 2435 US Highway 19
184 4671 Town Center Parkway
185 0000 Xxxx Xxxxxxxxxx Xxxxxxxxx
186 000 Xxxxxxxx Xxxxx
188 00000 Xxxxxxxxxxx Xxxx
189 0000 Xxxx Xxxxxxxxxxx Xxxxx
190 000 Xxxxx Xxxxxx Xxxxxx
193 0000 Xxxx 0xx Xxxxxx
194 1228 Colonial Commons Court
196 972 and 000 Xxxxx Xxxxxx Xxxxxx
198 0000 Xxxxxxx Xxxxxxx
200 00000 00xx Xxxxxx Xxxx
SPLIT LOANS
9-P
34-B
100-B
115-B
125-B
GCCFC 07-GG9 Loan ID City County State Zip Code Original Balance Cut-off Date Balance
-------------------- ------------------ --------------- -------------- -------- ---------------- --------------------
0 Xxx Xxxx Xxx Xxxx Xxx Xxxx 00000 $350,000,000 $350,000,000.00
3 $305,000,000 $305,000,000.00
3.01 Syosset Xxxxxx Xxx Xxxx 00000
3.02 Syosset Xxxxxx Xxx Xxxx 00000
3.03 Hicksville Xxxxxx Xxx Xxxx 00000
3.04 Syosset Xxxxxx Xxx Xxxx 00000
3.05 Yaphank Xxxxxxx Xxx Xxxx 00000
3.06 Hicksville Xxxxxx Xxx Xxxx 00000
0.00 Xxx Xxxxx Xxxxxxx Xxx Xxxx 00000
3.08 Holbrook Xxxxxxx Xxx Xxxx 00000
3.09 Ronkonkoma Xxxxxxx Xxx Xxxx 00000
3.10 Hauppauge Xxxxxxx Xxx Xxxx 00000
3.11 Xxxxxxxxxxx Xxxxxxx Xxx Xxxx 00000
3.12 Xxxxxxxx Xxxxxxx Xxx Xxxx 00000
3.13 Ronkonkoma Xxxxxxx Xxx Xxxx 00000
3.14 Ronkonkoma Xxxxxxx Xxx Xxxx 00000
3.15 Hicksville Xxxxxx Xxx Xxxx 00000
3.16 Plainview Xxxxxx Xxx Xxxx 00000
3.17 Xxxx Xxxx Xxxxxxx Xxx Xxxx 00000
3.18 Hicksville Xxxxxx Xxx Xxxx 00000
3.19 Ronkonkoma Xxxxxxx Xxx Xxxx 00000
3.20 Ronkonkoma Xxxxxxx Xxx Xxxx 00000
3.21 Hauppauge Xxxxxxx Xxx Xxxx 00000
3.22 Ronkonkoma Xxxxxxx Xxx Xxxx 00000
3.23 Ronkonkoma Xxxxxxx Xxx Xxxx 00000
3.24 Xxxxxxxxxxx Xxxxxxx Xxx Xxxx 00000
3.25 Plainview Xxxxxx Xxx Xxxx 00000
3.26 Xxxxxxxxxxx Xxxxxxx Xxx Xxxx 00000
3.27 Xxxx Xxxx Xxxxxxx Xxx Xxxx 00000
3.28 Ronkonkoma Xxxxxxx Xxx Xxxx 00000
3.29 Xxxx Xxxxxxxxxx Xxxxxx Xxx Xxxx 00000
3.30 Xxxxxxxxxxx Xxxxxxx Xxx Xxxx 00000
3.31 Hicksville Xxxxxx Xxx Xxxx 00000
3.32 Xxxxxxxxxx Xxxxxxx Xxxxxxx Xxx Xxxx 00000
3.33 Xxxxxxxxxx Xxxxxxx Xxxxxxx Xxx Xxxx 00000
3.34 Hicksville Xxxxxx Xxx Xxxx 00000
3.35 Xxxx Xxxx Xxxxxx Xxx Xxxx 00000
3.36 Hauppauge Xxxxxxx Xxx Xxxx 00000
0 Xxx Xxxx Xxx Xxxx Xxx Xxxx 00000 $250,000,000 $250,000,000.00
9 Xxxxxxx Xxxx Xxxxxxxx 00000 $175,000,000 $175,000,000.00
10 $146,500,000 $146,500,000.00
10.01 Xxxxxxxxx Xxxx Xxxxxxx Xxxxxxxx 00000
10.02 Xxxxxxxxx Xxxx Xxxxxxx Xxxxxxxx 00000
10.03 Colorado Springs Xx Xxxx Xxxxxxxx 00000
10.04 Colorado Springs Xx Xxxx Xxxxxxxx 00000
10.05 Xxxxxxxxx Xxxx Xxxxxxx Xxxxxxxx 00000
10.06 Xxxxxxxxx Xxxx Xxxxxxx Xxxxxxxx 00000
10.07 Xxxxxxxxx Xxxx Xxxxxxx Xxxxxxxx 00000
10.08 Xxxxxxxxx Xxxx Xxxxxxx Xxxxxxxx 00000
10.09 Xxxxxxxx Xxxxxxx Xx Xxxx Xxxxxxxx 00000
10.10 Xxxxxxxxx Xxxx Xxxxxxx Xxxxxxxx 00000
10.11 Xxxxxxxxx Xxxx Xxxxxxx Xxxxxxxx 00000
10.12 Xxxxxxxxx Xxxx Xxxxxxx Xxxxxxxx 00000
10.13 Colorado Springs Xx Xxxx Xxxxxxxx 00000
10.14 Colorado Springs Xx Xxxx Xxxxxxxx 00000
00 Xxxxxx Xxxxxxx Xxxxxxxx 00000 $140,000,000 $140,000,000.00
00 Xxxxxxx Xxxx Xxx Xxxx 00000 $108,000,000 $107,857,094.27
17 $105,000,000 $104,860,895.37
17.01 Tempe Xxxxxxxx Xxxxxxx 00000
17.02 Houston Xxxxxx Xxxxx 00000
17.03 Garland Xxxxxx Xxxxx 00000
17.04 Flower Mound Xxxxxx Xxxxx 00000
17.05 Sugar Land Xxxx Xxxx Xxxxx 00000
17.06 Commerce Xxxxxxxx Xxxxxxx Xxxxxxxx 00000
18 Xxxxxxx Xxxx Xxxxxxx 00000 $97,000,000 $97,000,000.00
00 Xxxxxxx Xxxxx Xxxxxxxx 00000 $90,000,000 $90,000,000.00
00 Xxxxxxx Xxxxxx Xxxxx 00000 $63,582,644 $63,582,644.00
26 $51,562,000 $51,562,000.00
26.01 Xxxxxx-Xxxxx Xxxxxxx Xxxxxxxxxxxx 00000
26.02 Memphis Xxxxxx Xxxxxxxxx 00000
26.03 Montgomery Xxxxxxxxxx Xxxxxxx 00000
26.04 Nashville Xxxxxxxx Xxxxxxxxx 00000
00 Xxxxxxxxx Xxxxx Xxxxxx 00000 $45,200,000 $45,200,000.00
29 $43,500,000 $43,500,000.00
29.01 Los Angeles Xxx Xxxxxxx Xxxxxxxxxx 00000
29.02 Los Angeles Xxx Xxxxxxx Xxxxxxxxxx 00000
29.03 Los Angeles Xxx Xxxxxxx Xxxxxxxxxx 00000
29.04 Los Angeles Xxx Xxxxxxx Xxxxxxxxxx 00000
29.05 Los Angeles Xxx Xxxxxxx Xxxxxxxxxx 00000
29.06 Los Angeles Xxx Xxxxxxx Xxxxxxxxxx 00000
29.07 Los Angeles Xxx Xxxxxxx Xxxxxxxxxx 00000
29.08 Los Angeles Xxx Xxxxxxx Xxxxxxxxxx 00000
29.09 Los Angeles Xxx Xxxxxxx Xxxxxxxxxx 00000
29.10 Los Angeles Xxx Xxxxxxx Xxxxxxxxxx 00000
29.11 Los Angeles Xxx Xxxxxxx Xxxxxxxxxx 00000
29.12 Los Angeles Xxx Xxxxxxx Xxxxxxxxxx 00000
30 Dallas Xxxxxx Xxxxx 00000 $43,000,000 $43,000,000.00
00 Xxxxxxx Xxxxxx Xxxxx 00000 $41,000,000 $41,000,000.00
00 Xxxxxxxx Xxxxxxxx Xxxxxx 00000 $40,000,000 $40,000,000.00
00 Xxx Xxxx Xxxxx Xxxxx Xxxxxxxxxx 00000 $34,300,000 $34,300,000.00
00 Xxxxx Xxxxxx Xxxxxxxxxxx Xxx Xxxx 00000 $33,030,000 $33,030,000.00
00 Xxxxxx Xxxxxx Xxxxxxxx 00000 $32,500,000 $32,500,000.00
59 Two Rivers Xxxxxxxxx Xxxxxxxxx 00000 $22,640,000 $22,640,000.00
00 Xxxxxxxx Xxxx Xxxxxx Xxxxx Xxxxxxxxxx 00000 $20,160,000 $20,160,000.00
65 Hartford Xxxxxxxxxx Xxxxxxxxx 00000 $19,120,000 $19,120,000.00
70 Xxxxxxxxxx Xxxx Xxxxxxxx 00000 $18,000,000 $18,000,000.00
73 Xxxxxxxxxx Xxxxxxxx Xxxxxxx 00000 $16,778,000 $16,778,000.00
00 Xxxxxxxxxxx Xxxxxxxx Xxx Xxxxxx 00000 $14,492,000 $14,492,000.00
00 Xxxxxxxxxx Xxxxxxx Xxxxxxxxxx 00000 $14,490,000 $14,490,000.00
00 Xxxxxx Xxxx Xxxxxx Xxxxxxxx 00000 $14,250,000 $14,250,000.00
84 Raleigh Xxxx Xxxxx Xxxxxxxx 00000 $14,250,000 $14,250,000.00
00 Xxxxxxxxx Xxxxxxxxxxx Xxxxx Xxxxxxxx 00000 $14,000,000 $14,000,000.00
00 Xxxxxxxxxxxxx Xxxxxxxx Xxxxxxx 00000 $13,900,000 $13,900,000.00
00 Xxxxxxxxxxxx Xxxxxxxxxx Xxxxxxxx 00000 $13,720,000 $13,720,000.00
00 Xxxxxxxx Xxxxxx Xxxxxxxx 00000 $13,500,000 $13,500,000.00
00 Xxxxxxxx Xxxxxxx Xxx Xxxx 00000 $13,200,000 $13,200,000.00
000 Xxxxxxxxx Xxxxxxxxxxx Xxxxx Xxxxxxxx 00000 $12,650,000 $12,650,000.00
000 Xxxxxxxxx Xxxxx Xxxxxx 00000 $12,600,000 $12,600,000.00
000 Xxxxxxxx Xxxxxxxx Xxxxxxx 00000 $12,250,000 $12,250,000.00
105 Raleigh Xxxx Xxxxx Xxxxxxxx 00000 $12,000,000 $12,000,000.00
000 Xxxxxxxx Xxxxxxxxx Xxxxxxxxxxx 00000 $11,500,000 $11,500,000.00
000 Xxxxxxxxxxxxx Xxxxxx Xxx Xxxxxx 00000 $11,200,000 $11,200,000.00
000 Xxxxxxx Xxxxxxx Xxx Xxxxxxxxx 00000 $11,100,000 $11,100,000.00
000 Xxxxxxxxxxx Xxxx Xxxxxxxxxx 00000 $10,500,000 $10,500,000.00
000 Xxxxxxxxx Xxxxxxxxxxx Xxxxx Xxxxxxxx 00000 $10,424,000 $10,424,000.00
000 Xxxxxxxxxxxx Xxxxx Xxxxxxx 00000 $10,360,000 $10,360,000.00
121 Knoxville Xxxx Xxxxxxxxx 00000 $9,440,000 $9,440,000.00
000 Xxxxxxxxx Xxxxxxxx Xxxxxxxx 00000 $9,300,000 $9,300,000.00
000 Xxxxxxxxx Xxxxx Xxxxxxxx 00000 $8,808,600 $8,808,600.00
000 Xxxxxx Xxxxxxxxx Xxxxxxxx 00000 $8,800,000 $8,800,000.00
000 Xxxxx Xxxxxxxx Xxxxxxx 00000 $8,500,000 $8,500,000.00
000 Xxxxxx Xxxxxx Xxxxxxxx 00000 $8,200,000 $8,200,000.00
000 Xxxxxxxxx Xxxxxxxxxxx Xxxxx Xxxxxxxx 00000 $8,100,000 $8,100,000.00
132 Xxxxxxxx Xxxx Xxxxxxx 00000 $8,000,000 $7,981,777.92
000 Xxxxxx Xxxxxxxxx Xxxxxxxxx 00000 $7,840,000 $7,840,000.00
000 Xxxxxxxxxx Xxxxxxxxxx Xxxxxxxx 00000 $7,760,000 $7,760,000.00
000 Xxxxxx Xxxxxx Xxxxxxxx 00000 $7,570,000 $7,570,000.00
136 Xxxxxxxx Xxxxxxxx Xxxxxxxx 00000 $7,500,000 $7,500,000.00
000 Xxxxxxxxx Xxxxxxxxxxx Xxxxx Xxxxxxxx 00000 $7,330,000 $7,330,000.00
140 Xxxxxxxx Xxxxxxxxx Xxxxxxxxx 00000 $7,000,000 $6,968,812.83
141 Xxxxxxx Xxxxxxxx Xxxxxxx 00000 $6,940,000 $6,940,000.00
000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxx 00000 $6,700,000 $6,700,000.00
000 Xxxx Xxxx Xxxxxx Xxxxxxxxxx 00000 $6,500,000 $6,500,000.00
000 Xxxxx Xxxxx Xxxxxxx Xxx Xxxx 00000 $6,500,000 $6,500,000.00
000 Xxxxxxxxx Xxxxxxx Xxxxx 00000 $6,400,000 $6,379,664.34
000 Xxxxxx Xxxx Xxxxxxxxx Xxxxxx 00000 $6,000,000 $6,000,000.00
000 Xxxxx Xxx Xxxxx Xxxxxxxxxx 00000 $5,675,000 $5,675,000.00
000 Xxxxxxx Xxxxxxxxxx Xxxxxxxx 00000 $5,300,000 $5,300,000.00
000 Xxxxxxxx Xxxxxx Xxxxxx'x Xxxxxxxx 00000 $5,250,000 $5,250,000.00
000 Xxxxxxxx Xxxxxxx Xxxxxxxx 00000 $5,000,000 $5,000,000.00
000 Xxxxxxxxx Xxxxxxxx Xxxxxxxx 00000 $4,975,000 $4,975,000.00
000 Xxxx Xxxx Xxxxxxxxxx 00000 $4,850,000 $4,843,414.52
000 Xxxxxxxxx Xxxxxxxxxxx Xxxxx Xxxxxxxx 00000 $4,825,000 $4,814,135.06
000 Xxxxxxxxxx Xxxxxxxxxx Xxxx Xxxxxxxx 00000 $4,750,000 $4,750,000.00
000 Xxxxxx Xxxxx Xxxx Xxxxx Xxxxxxx 00000 $4,650,000 $4,650,000.00
000 Xxxxxxxxx XxXxxxx Xxxxxxxx 00000 $4,300,000 $4,300,000.00
000 Xxxxxxxxx Xxxxxxx Xxxxx 00000 $4,200,000 $4,200,000.00
000 Xxxxxxxx Xxxxxxxx Xxxxx 00000 $4,200,000 $4,200,000.00
000 Xxx Xxxxx Xxxxx Xxxxxx 00000 $4,100,000 $4,094,501.49
000 Xxxxxxxxx Xxxxxxx Xxxxx 00000 $3,850,000 $3,841,259.29
180 Xxxxxxx Xxxxxx Xxxxxxx 00000 $3,750,000 $3,734,822.34
182 Holiday Xxxxx Xxxxxxx 00000 $3,600,000 $3,600,000.00
000 Xxxxxxxxxxxx Xxxxx Xxxxxxx 00000 $3,520,000 $3,520,000.00
000 Xxxx Xxxxxxxxxx Xxxxxxx Xxxxxxx 00000 $3,500,000 $3,500,000.00
000 Xxxxxxxx Xxxx Xxxxxx Xxxxxxxx 00000 $3,500,000 $3,489,841.10
000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx 00000 $3,250,000 $3,202,027.31
000 Xxxxxxxx Xxxxxxx Xxxxxxxxx 00000 $3,065,000 $3,049,591.41
000 Xxxxxx Xxxxxxxx Xxxxxxxx 00000 $3,000,000 $3,000,000.00
000 Xxxxxxxxx Xxxxxxxxxxx Xxxxx Xxxxxxxx 00000 $2,880,000 $2,871,012.22
000 Xxxxxxxxx Xxxxxxxxx Xxxxx Xxxxxxxx 00000 $2,850,000 $2,850,000.00
000 Xxxxxx Xxxx Xxxxxx Xxxxxxx 00000 $2,000,000 $2,000,000.00
000 Xxxxx Xxx Xxxxx Xxxxx Xxxxxx 00000 $1,650,000 $1,647,787.19
000 Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxxxx 00000 $1,500,000 $1,462,628.68
SPLIT LOANS
9-P $175,000,000.00 $175,000,000.00
34-B $28,500,000.00 $28,500,000.00
100-B $790,625.00 $790,625.00
115-B $651,500.00 $651,500.00
125-B $490,000.00 $490,000.00
GCCFC 07-GG9 Loan ID Monthly Debt Service Gross Interest Rate Seasoning Original Term to Maturity (mos.)
-------------------- -------------------- ------------------- --------- --------------------------------
2 $1,617,559.03 5.4550% 1 120
3 $1,433,101.81 5.5460% 2 119
3.01
3.02
3.03
3.04
3.05
3.06
3.07
3.08
3.09
3.10
3.11
3.12
3.13
3.14
3.15
3.16
3.17
3.18
3.19
3.20
3.21
3.22
3.23
3.24
3.25
3.26
3.27
3.28
3.29
3.30
3.31
3.32
3.33
3.34
3.35
3.36
4 $1,194,583.33 5.6400% 1 120
9 $1,652,401.04 5.5725% 3 120
10 $673,961.04 5.4300% 2 119
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
10.14
12 $680,827.78 5.7400% 3 119
15 $650,433.73 6.0420% 1 120
17 $631,554.63 6.0300% 1 120
17.01
17.02
17.03
17.04
17.05
17.06
18 $452,198.51 5.5025% 2 119
19 $543,072.15 6.0600% 3 120
22 $312,034.03 5.7925% 1 60
26 $243,759.36 5.5800% 1 59
26.01
26.02
26.03
26.04
28 $267,837.48 5.8910% 4 120
29 $216,075.98 5.8630% 1 84
29.01
29.02
29.03
29.04
29.05
29.06
29.07
29.08
29.09
29.10
29.11
29.12
30 $202,918.19 5.5700% 1 59
32 $194,001.18 5.5850% 2 60
34 $187,168.33 5.5230% 5 60
40 $158,375.49 5.4500% 2 60
43 $156,457.15 5.5910% 2 120
44 $154,469.79 5.6100% 2 120
59 $105,879.73 5.5200% 2 120
62 $95,494.28 5.5910% 2 120
65 $89,417.87 5.5200% 2 120
70 $91,195.00 5.9800% 3 60
73 $79,474.36 5.5910% 2 120
81 $68,645.99 5.5910% 2 120
82 $68,636.51 5.5910% 2 120
83 $81,357.53 5.5500% 2 120
84 $69,540.00 5.7600% 4 120
89 $82,145.43 5.8000% 2 120
91 $80,499.57 5.6800% 2 120
92 $64,989.16 5.5910% 2 120
96 $78,782.34 5.7500% 3 120
97 $76,278.59 5.6600% 2 120
100 $74,546.80 5.8400% 4 120
102 $74,735.20 5.9000% 4 120
104 $72,267.76 5.8500% 4 120
105 $73,652.09 6.2200% 1 120
108 $55,973.85 5.7450% 1 120
110 $65,004.84 5.7000% 3 120
111 $52,757.38 5.6100% 2 120
114 $60,543.40 5.6400% 2 120
115 $61,428.92 5.8400% 4 120
116 $48,099.18 5.4800% 1 120
121 $54,133.54 5.5900% 1 120
122 $45,147.63 5.7300% 2 84
125 $51,292.74 5.7300% 0 120
126 $43,764.11 5.8700% 3 120
128 $48,796.72 5.6000% 2 120
130 $47,074.48 5.6000% 2 120
131 $37,126.13 5.4100% 3 120
132 $46,330.69 5.6800% 2 120
133 $36,665.07 5.5200% 2 120
134 $44,011.75 5.4900% 1 120
135 $43,744.62 5.6600% 2 120
136 $35,138.54 5.5300% 1 120
137 $34,720.89 5.5910% 2 120
140 $44,418.96 5.8400% 3 120
141 $42,821.09 6.2700% 4 120
146 $32,525.71 5.7300% 3 120
148 $32,160.56 5.8400% 4 120
149 $37,397.15 5.6200% 2 120
151 $40,146.87 5.7200% 2 120
152 $29,025.83 5.7100% 3 120
154 $33,479.15 5.8500% 2 120
157 $31,402.33 5.8900% 4 120
158 $30,072.97 5.5800% 4 120
163 $24,865.97 5.8700% 3 60
164 $24,530.90 5.8200% 2 120
165 $28,426.65 5.7900% 1 120
166 $28,157.39 5.7500% 2 120
167 $27,208.88 5.5800% 3 120
168 $26,548.25 5.5500% 1 120
173 $20,801.85 5.7100% 2 120
174 $24,510.06 5.7500% 3 120
175 $24,456.73 5.7300% 2 120
176 $24,344.84 5.9100% 1 120
179 $22,345.42 5.7000% 2 120
180 $22,362.74 5.9500% 4 120
182 $18,147.50 5.9500% 1 60
184 $20,363.22 5.6700% 1 120
185 $20,558.65 5.8100% 2 120
186 $21,368.33 6.1700% 3 120
188 $30,980.06 5.5600% 3 144
189 $19,048.69 5.9600% 4 120
190 $17,794.10 5.9000% 3 120
193 $16,880.15 5.7900% 3 120
194 $13,932.15 5.7700% 2 60
196 $11,888.34 5.9200% 2 120
198 $9,797.31 5.9100% 1 120
200 $16,465.38 5.7500% 4 120
SPLIT LOANS
9-P 3 120
34-B 5 60
100-B 4 120
115-B 4 120
125-B 0 120
GCCFC 07-GG9 Loan ID Stated Remaining Term to Maturity (mos.) Original Interest Only Term (mos.)
-------------------- ---------------------------------------- ----------------------------------
2 119 120
3 117 119
3.01
3.02
3.03
3.04
3.05
3.06
3.07
3.08
3.09
3.10
3.11
3.12
3.13
3.14
3.15
3.16
3.17
3.18
3.19
3.20
3.21
3.22
3.23
3.24
3.25
3.26
3.27
3.28
3.29
3.30
3.31
3.32
3.33
3.34
3.35
3.36
4 119 120
9 117 120
10 117 119
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
10.14
12 116 119
15 119 0
17 119 0
17.01
17.02
17.03
17.04
17.05
17.06
18 117 119
19 117 24
22 59 60
26 58 59
26.01
26.02
26.03
26.04
28 116 24
29 83 84
29.01
29.02
29.03
29.04
29.05
29.06
29.07
29.08
29.09
29.10
29.11
29.12
30 58 59
32 58 60
34 55 60
40 58 60
43 118 120
44 118 120
59 118 120
62 118 120
65 118 120
70 57 60
73 118 120
81 118 120
82 118 120
83 118 24
84 116 120
89 118 60
91 118 60
92 118 120
96 117 36
97 118 36
100 116 36
102 116 36
104 116 60
105 119 60
108 119 120
110 117 24
111 118 120
114 118 60
115 116 36
116 119 120
121 119 60
122 82 84
125 120 60
126 117 120
128 118 84
130 118 60
131 117 120
132 118 0
133 118 120
134 119 60
135 118 60
136 119 120
137 118 120
140 117 0
141 116 60
146 117 120
148 116 120
149 118 60
151 118 0
152 117 120
154 118 60
157 116 36
158 116 36
163 57 60
164 118 120
165 119 0
166 118 0
167 117 48
168 119 60
173 118 120
174 117 60
175 118 36
176 119 0
179 118 0
180 116 0
182 59 60
184 119 60
185 118 60
186 117 0
188 141 0
189 116 0
190 117 36
193 117 0
194 58 60
196 118 60
198 119 0
200 116 0
SPLIT LOANS
9-P 117 120
34-B 55 60
100-B 116 36
115-B 116 36
125-B 120 60
GCCFC 07-GG9 Loan ID Original Amortization Term (mos.) Remaining Interest Only Period (mos.)
-------------------- --------------------------------- -------------------------------------
2 NA 119
3 NA 117
3.01
3.02
3.03
3.04
3.05
3.06
3.07
3.08
3.09
3.10
3.11
3.12
3.13
3.14
3.15
3.16
3.17
3.18
3.19
3.20
3.21
3.22
3.23
3.24
3.25
3.26
3.27
3.28
3.29
3.30
3.31
3.32
3.33
3.34
3.35
3.36
4 XX 000
0 XX 000
00 XX 117
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
10.14
12 XX 000
00 000 0
00 000 0
17.01
17.02
17.03
17.04
17.05
17.06
18 XX 000
00 000 00
00 XX 00
00 XX 00
26.01
26.02
26.03
26.04
28 360 20
29 NA 83
29.01
29.02
29.03
29.04
29.05
29.06
29.07
29.08
29.09
29.10
29.11
29.12
30 XX 00
00 XX 00
00 XX 55
40 XX 00
00 XX 000
00 XX 118
59 XX 000
00 XX 000
00 XX 118
70 XX 00
00 XX 000
00 XX 118
82 NA 118
83 360 22
84 NA 116
89 360 58
91 360 58
92 NA 118
96 360 33
97 360 34
100 360 32
102 360 32
104 360 56
105 360 59
108 NA 119
110 360 21
111 NA 118
114 360 58
115 360 32
116 NA 119
121 360 59
122 NA 82
125 360 60
126 NA 117
128 360 82
130 360 58
131 NA 117
132 360 0
133 NA 118
134 360 59
135 360 58
136 NA 119
137 NA 118
140 300 0
141 360 56
146 NA 117
148 NA 116
149 360 58
151 300 0
152 NA 117
154 360 58
157 360 32
158 360 32
163 NA 57
164 NA 118
165 360 0
166 360 0
167 360 45
168 360 59
173 NA 118
174 360 57
175 360 34
176 360 0
179 360 0
180 360 0
182 NA 59
184 360 59
185 360 58
186 360 0
188 144 0
189 324 0
190 360 33
193 360 0
194 NA 58
196 360 58
198 360 0
200 120 0
XXXXX XXXXX
0-X XX 000
00-X XX 55
100-B 360 32
115-B 360 32
125-B 360 60
GCCFC 07-GG9 Loan ID Remaining Amortization Term (mos.) Interest Accrual Method (Actual/360 or 30/360)
-------------------- ---------------------------------- ----------------------------------------------
2 NA Actual/360
3 NA Actual/360
3.01
3.02
3.03
3.04
3.05
3.06
3.07
3.08
3.09
3.10
3.11
3.12
3.13
3.14
3.15
3.16
3.17
3.18
3.19
3.20
3.21
3.22
3.23
3.24
3.25
3.26
3.27
3.28
3.29
3.30
3.31
3.32
3.33
3.34
3.35
3.36
4 NA Actual/360
9 NA Actual/360
10 NA Actual/360
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
10.14
12 NA Actual/360
15 359 Actual/360
17 359 Actual/360
17.01
17.02
17.03
17.04
17.05
17.06
18 NA Actual/360
19 360 Actual/360
22 NA Actual/360
26 NA Actual/360
26.01
26.02
26.03
26.04
28 360 Actual/360
29 NA Actual/360
29.01
29.02
29.03
29.04
29.05
29.06
29.07
29.08
29.09
29.10
29.11
29.12
30 NA Actual/360
32 NA Actual/360
34 NA Actual/360
40 NA Actual/360
43 NA Actual/360
44 NA Actual/360
59 NA Actual/360
62 NA Actual/360
65 NA Actual/360
70 NA Actual/360
73 NA Actual/360
81 NA Actual/360
82 NA Actual/360
83 360 Actual/360
84 NA Actual/360
89 360 Actual/360
91 360 Actual/360
92 NA Actual/360
96 360 Actual/360
97 360 Actual/360
100 360 Actual/360
102 360 Actual/360
104 360 Actual/360
105 360 Actual/360
108 NA Actual/360
110 360 Actual/360
111 NA Actual/360
114 360 Actual/360
115 360 Actual/360
116 NA Actual/360
121 360 Actual/360
122 NA Actual/360
125 360 Actual/360
126 NA Actual/360
128 360 Actual/360
130 360 Actual/360
131 NA Actual/360
132 358 Actual/360
133 NA Actual/360
134 360 Actual/360
135 360 Actual/360
136 NA Actual/360
137 NA Actual/360
140 297 Actual/360
141 360 Actual/360
146 NA Actual/360
148 NA Actual/360
149 360 Actual/360
151 298 Actual/360
152 NA Actual/360
154 360 Actual/360
157 360 Actual/360
158 360 Actual/360
163 NA Actual/360
164 NA Actual/360
165 359 Actual/360
166 358 Actual/360
167 360 Actual/360
168 360 Actual/360
173 NA Actual/360
174 360 Actual/360
175 360 Actual/360
176 359 Actual/360
179 358 Actual/360
180 356 Actual/360
182 NA Actual/360
184 360 Actual/360
185 360 Actual/360
186 357 Actual/360
188 141 Actual/360
189 320 Actual/360
190 360 Actual/360
193 357 Actual/360
194 NA Actual/360
196 360 Actual/360
198 359 Actual/360
200 116 Actual/360
SPLIT LOANS
9-P NA Actual/360
34-B NA Actual/360
100-B 360 Actual/360
115-B 360 Actual/360
125-B 360 Actual/360
GCCFC 07-GG9 Loan ID Administrative Fee Rate Master Servicing Fee Primary Servicing Fee
-------------------- ----------------------- -------------------- ---------------------
2 0.02033% 0.01000% 0.01000%
3 0.02033% 0.01000% 0.01000%
3.01
3.02
3.03
3.04
3.05
3.06
3.07
3.08
3.09
3.10
3.11
3.12
3.13
3.14
3.15
3.16
3.17
3.18
3.19
3.20
3.21
3.22
3.23
3.24
3.25
3.26
3.27
3.28
3.29
3.30
3.31
3.32
3.33
3.34
3.35
3.36
4 0.02033% 0.01000% 0.01000%
9 0.02033% 0.01000% 0.01000%
10 0.02033% 0.01000% 0.01000%
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
10.14
12 0.02033% 0.01000% 0.01000%
15 0.02033% 0.01000% 0.01000%
17 0.02033% 0.01000% 0.01000%
17.01
17.02
17.03
17.04
17.05
17.06
18 0.02033% 0.01000% 0.01000%
19 0.02033% 0.01000% 0.01000%
22 0.02033% 0.01000% 0.01000%
26 0.02033% 0.01000% 0.01000%
26.01
26.02
26.03
26.04
28 0.02033% 0.01000% 0.01000%
29 0.02033% 0.01000% 0.01000%
29.01
29.02
29.03
29.04
29.05
29.06
29.07
29.08
29.09
29.10
29.11
29.12
30 0.02033% 0.01000% 0.01000%
32 0.02033% 0.01000% 0.01000%
34 0.02033% 0.01000% 0.01000%
40 0.02033% 0.01000% 0.01000%
43 0.02033% 0.01000% 0.01000%
44 0.07033% 0.01000% 0.06000%
59 0.05033% 0.01000% 0.04000%
62 0.02033% 0.01000% 0.01000%
65 0.05033% 0.01000% 0.04000%
70 0.06033% 0.01000% 0.05000%
73 0.02033% 0.01000% 0.01000%
81 0.02033% 0.01000% 0.01000%
82 0.02033% 0.01000% 0.01000%
83 0.02033% 0.01000% 0.01000%
84 0.02033% 0.01000% 0.01000%
89 0.02033% 0.01000% 0.01000%
91 0.02033% 0.01000% 0.01000%
92 0.02033% 0.01000% 0.01000%
96 0.02033% 0.01000% 0.01000%
97 0.06033% 0.01000% 0.05000%
100 0.02033% 0.01000% 0.01000%
102 0.02033% 0.01000% 0.01000%
104 0.02033% 0.01000% 0.01000%
105 0.02033% 0.01000% 0.01000%
108 0.02033% 0.01000% 0.01000%
110 0.02033% 0.01000% 0.01000%
111 0.07033% 0.01000% 0.06000%
114 0.02033% 0.01000% 0.01000%
115 0.02033% 0.01000% 0.01000%
116 0.02033% 0.01000% 0.01000%
121 0.02033% 0.01000% 0.01000%
122 0.04033% 0.01000% 0.03000%
125 0.02033% 0.01000% 0.01000%
126 0.02033% 0.01000% 0.01000%
128 0.02033% 0.01000% 0.01000%
130 0.02033% 0.01000% 0.01000%
131 0.02033% 0.01000% 0.01000%
132 0.02033% 0.01000% 0.01000%
133 0.05033% 0.01000% 0.04000%
134 0.07033% 0.01000% 0.06000%
135 0.02033% 0.01000% 0.01000%
136 0.02033% 0.01000% 0.01000%
137 0.02033% 0.01000% 0.01000%
140 0.07033% 0.01000% 0.06000%
141 0.02033% 0.01000% 0.01000%
146 0.02033% 0.01000% 0.01000%
148 0.06033% 0.01000% 0.05000%
149 0.07033% 0.01000% 0.06000%
151 0.07033% 0.01000% 0.06000%
152 0.02033% 0.01000% 0.01000%
154 0.06033% 0.01000% 0.05000%
157 0.02033% 0.01000% 0.01000%
158 0.02033% 0.01000% 0.01000%
163 0.02033% 0.01000% 0.01000%
164 0.08033% 0.01000% 0.07000%
165 0.05033% 0.01000% 0.04000%
166 0.02033% 0.01000% 0.01000%
167 0.06033% 0.01000% 0.05000%
168 0.02033% 0.01000% 0.01000%
173 0.02033% 0.01000% 0.01000%
174 0.02033% 0.01000% 0.01000%
175 0.07033% 0.01000% 0.06000%
176 0.08033% 0.01000% 0.07000%
179 0.07033% 0.01000% 0.06000%
180 0.02033% 0.01000% 0.01000%
182 0.02033% 0.01000% 0.01000%
184 0.02033% 0.01000% 0.01000%
185 0.02033% 0.01000% 0.01000%
186 0.02033% 0.01000% 0.01000%
188 0.02033% 0.01000% 0.01000%
189 0.07033% 0.01000% 0.06000%
190 0.02033% 0.01000% 0.01000%
193 0.02033% 0.01000% 0.01000%
194 0.02033% 0.01000% 0.01000%
196 0.02033% 0.01000% 0.01000%
198 0.08033% 0.01000% 0.07000%
200 0.02033% 0.01000% 0.01000%
SPLIT LOANS
9-P 0.02033% 0.01000% 0.01000%
34-B 0.02033% 0.01000% 0.01000%
100-B 0.02033% 0.01000% 0.05000%
115-B 0.02033% 0.01000% 0.05000%
125-B 0.02033% 0.01000% 0.08000%
GCCFC 07-GG9 Loan ID Ownership Interest (Fee/Leasehold) Mortgage Loan Seller Originator
-------------------- ---------------------------------- -------------------- ----------
2 Fee Simple GSMC GSMC
3 GSMC GSMC
3.01 Fee Simple
3.02 Fee Simple
3.03 Fee Simple
3.04 Fee Simple
3.05 Fee Simple
3.06 Fee Simple
3.07 Fee Simple
3.08 Fee Simple
3.09 Fee Simple
3.10 Fee Simple
3.11 Fee Simple
3.12 Fee Simple
3.13 Fee Simple
3.14 Fee Simple
3.15 Fee Simple
3.16 Fee Simple
3.17 Fee Simple
3.18 Fee Simple
3.19 Fee Simple
3.20 Fee Simple
3.21 Fee Simple
3.22 Fee Simple
3.23 Fee Simple
3.24 Fee Simple
3.25 Fee Simple
3.26 Fee Simple
3.27 Fee Simple
3.28 Fee Simple
3.29 Fee Simple
3.30 Fee Simple
3.31 Fee Simple
3.32 Fee Simple
3.33 Fee Simple
3.34 Fee Simple
3.35 Fee Simple
3.36 Fee Simple
4 Fee Simple GSMC GSMC
9 Fee Simple GSMC GSMC
10 GSMC GSMC
10.01 Fee Simple
10.02 Fee Simple
10.03 Fee Simple
10.04 Fee Simple
10.05 Fee Simple
10.06 Fee Simple
10.07 Fee Simple
10.08 Fee Simple
10.09 Fee Simple
10.10 Fee Simple
10.11 Fee Simple
10.12 Fee Simple
10.13 Fee Simple
10.14 Fee Simple
12 Fee Simple GSMC GSMC
15 Fee Simple GSMC GSMC
17 GSMC GSMC
17.01 Fee Simple
17.02 Fee Simple
17.03 Fee Simple
17.04 Fee Simple
17.05 Fee Simple
17.06 Fee Simple
18 Fee Simple GSMC GSMC
19 Leasehold GSMC GSMC
22 Fee Simple GSMC GSMC
26 GSMC GSMC
26.01 Fee Simple
26.02 Fee Simple
26.03 Fee Simple
26.04 Fee Simple
28 Fee Simple GSMC GSMC
29 GSMC GSMC
29.01 Fee Simple
29.02 Fee Simple
29.03 Fee Simple
29.04 Fee Simple
29.05 Fee Simple
29.06 Fee Simple
29.07 Fee Simple
29.08 Fee Simple
29.09 Fee Simple
29.10 Fee Simple
29.11 Fee Simple
29.12 Fee Simple
30 Fee Simple GSMC GSMC
32 Fee Simple GSMC GSMC
34 Fee Simple GSMC GSMC
40 Fee Simple GSMC GSMC
43 Fee Simple GSMC GSMC
44 Fee Simple GSMC GSMC
59 Fee Simple GSMC GSMC
62 Fee Simple GSMC GSMC
65 Fee Simple GSMC GSMC
70 Fee Simple GSMC GSMC
73 Fee Simple GSMC GSMC
81 Fee Simple GSMC GSMC
82 Fee Simple GSMC GSMC
83 Fee Simple GSMC GSMC
84 Fee Simple GSMC GSMC
89 Fee Simple GSMC GSMC
91 Fee Simple GSMC GSMC
92 Fee Simple GSMC GSMC
96 Fee Simple GSMC GSMC
97 Fee Simple GSMC GSMC
100 Fee Simple GSMC GSMC
102 Fee Simple GSMC GSMC
104 Fee Simple GSMC GSMC
105 Fee Simple GSMC GSMC
108 Fee Simple GSMC GSMC
110 Fee Simple GSMC GSMC
111 Fee Simple GSMC GSMC
114 Fee Simple GSMC GSMC
115 Fee Simple GSMC GSMC
116 Fee Simple GSMC GSMC
121 Fee Simple GSMC GSMC
122 Fee Simple GSMC GSMC
125 Fee Simple GSMC GSMC
126 Fee Simple GSMC GSMC
128 Fee Simple GSMC GSMC
130 Fee Simple GSMC GSMC
131 Fee Simple GSMC GSMC
132 Fee Simple GSMC GSMC
133 Fee Simple GSMC GSMC
134 Fee Simple GSMC GSMC
135 Fee Simple GSMC GSMC
136 Fee Simple GSMC GSMC
137 Fee Simple GSMC GSMC
140 Fee Simple GSMC GSMC
141 Fee Simple GSMC GSMC
146 Fee Simple GSMC GSMC
148 Fee Simple GSMC GSMC
149 Fee Simple GSMC GSMC
151 Fee Simple GSMC GSMC
152 Fee Simple GSMC GSMC
154 Fee Simple GSMC GSMC
157 Fee Simple GSMC GSMC
158 Fee Simple GSMC GSMC
163 Fee Simple GSMC GSMC
164 Fee Simple GSMC GSMC
165 Fee Simple GSMC GSMC
166 Fee Simple GSMC GSMC
167 Fee Simple GSMC GSMC
168 Fee Simple GSMC GSMC
173 Fee Simple GSMC GSMC
174 Fee Simple GSMC GSMC
175 Fee Simple GSMC GSMC
176 Fee Simple GSMC GSMC
179 Fee Simple GSMC GSMC
180 Fee Simple GSMC GSMC
182 Fee Simple GSMC GSMC
184 Fee Simple GSMC GSMC
185 Fee Simple GSMC GSMC
186 Fee Simple GSMC GSMC
188 Fee Simple GSMC GSMC
189 Fee Simple GSMC GSMC
190 Fee Simple GSMC GSMC
193 Fee Simple GSMC GSMC
194 Fee Simple GSMC GSMC
196 Fee Simple GSMC GSMC
198 Fee Simple GSMC GSMC
200 Fee Simple GSMC GSMC
SPLIT LOANS
9-P GSMC GSMC
34-B GSMC GSMC
100-B GSMC GSMC
115-B GSMC GSMC
125-B GSMC GSMC
GCCFC 07-GG9 Loan ID Prepayment Type
-------------------- -----------------------------------------------------------------------------------------------------------
2 Lockout/25_Defeasance/91_0%/4
3 Lockout/5_Greater of YM or 1% (via property releases <$50,000,000)/21_Defeasance or Greater of YM or 1%
(via property releases <$50,000,000)/88_0%/5
3.01
3.02
3.03
3.04
3.05
3.06
3.07
3.08
3.09
3.10
3.11
3.12
3.13
3.14
3.15
3.16
3.17
3.18
3.19
3.20
3.21
3.22
3.23
3.24
3.25
3.26
3.27
3.28
3.29
3.30
3.31
3.32
3.33
3.34
3.35
3.36
4 Lockout/25_Defeasance/91_0%/4
9 Lockout/27_Defeasance/88_0%/5
10 Lockout/26_Defeasance or Partial Defeasance/89_0%/4
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
10.14
12 Lockout/27_Defeasance/88_0%/4
15 Lockout/25_Defeasance/91_0%/4
17 Lockout/25_Defeasance or Greater of YM or 1% (also Partial Defeasance or Partial Yield Maintenance)/91_0%/4
17.01
17.02
17.03
17.04
17.05
17.06
18 Lockout/26_Defeasance or Partial Defeasance/89_0%/4
19 Lockout/27_Defeasance/89_0%/4
22 Lockout/11_>YM or 0.125%/39_0%/10
26 Lockout/25_Defeasance or Partial Defeasance/30_0%/4
26.01
26.02
26.03
26.04
28 Lockout/28_Defeasance/88_0%/4
29 Lockout/25_Defeasance or Partial Defeasance/55_0%/4
29.01
29.02
29.03
29.04
29.05
29.06
29.07
29.08
29.09
29.10
29.11
29.12
30 Lockout/25_Defeasance/30_0%/4
32 Lockout/26_Defeasance or YM/30_0%/4
34 Lockout/29_Defeasance/21_0%/10
40 Lockout/26_Defeasance/30_0%/4
43 Lockout/26_Defeasance/90_0%/4
44 Lockout/26_Defeasance/90_0%/4
59 Lockout/26_Defeasance/89_0%/5
62 Lockout/26_Defeasance/90_0%/4
65 Lockout/26_Defeasance/89_0%/5
70 Lockout/27_Defeasance/29_0%/4
73 Lockout/26_Defeasance/90_0%/4
81 Lockout/26_Defeasance/90_0%/4
82 Lockout/26_Defeasance/90_0%/4
83 Lockout/26_Defeasance/90_0%/4
84 Lockout/28_Defeasance/88_0%/4
89 Lockout/26_Defeasance or Partial Defeasance/90_0%/4
91 Lockout/26_Defeasance/90_0%/4
92 Lockout/26_Defeasance/90_0%/4
96 Lockout/27_Defeasance/89_0%/4
97 Lockout/26_Defeasance/90_0%/4
100 Lockout/28_Defeasance/88_0%/4
102 Lockout/28_Defeasance/88_0%/4
104 Lockout/28_Defeasance/88_0%/4
105 Lockout/25_Defeasance/91_0%/4
108 Lockout/25_Defeasance/91_0%/4
110 Lockout/27_Defeasance/89_0%/4
111 Lockout/26_Defeasance/87_0%/7
114 Lockout/26_Defeasance/90_0%/4
115 Lockout/28_Defeasance/88_0%/4
116 Lockout/25_Defeasance/91_0%/4
121 Lockout/25_Defeasance/91_0%/4
122 Lockout/23_>YM or 1%/57_0%/4
125 Lockout/24_Defeasance/92_0%/4
126 Lockout/27_Defeasance/89_0%/4
128 Lockout/26_Defeasance or Partial Defeasance/90_0%/4
130 Lockout/26_Defeasance/90_0%/4
131 Lockout/27_Defeasance/89_0%/4
132 Lockout/26_Defeasance/90_0%/4
133 Lockout/26_Defeasance/89_0%/5
134 Lockout/11_>YM or 1%/105_0%/4
135 Lockout/26_Defeasance/90_0%/4
136 Lockout/25_Defeasance/91_0%/4
137 Lockout/26_Defeasance/90_0%/4
140 Lockout/27_Defeasance/89_0%/4
141 Lockout/23_>YM or 1% (also Partial YM)/93_0%/4
146 Lockout/27_>YM or 1%/89_0%/4
148 Lockout/23_>YM or 1%/90_0%/7
149 Lockout/26_Defeasance or Greater of YM or 1%/90_0%/4
151 Lockout/26_Defeasance/90_0%/4
152 Lockout/27_Defeasance/89_0%/4
154 Lockout/26_Defeasance/90_0%/4
157 Lockout/28_Defeasance/88_0%/4
158 Lockout/28_Defeasance/88_0%/4
163 Lockout/27_Defeasance/29_0%/4
164 Lockout/23_>YM or 1%/93_0%/4
165 Lockout/25_Defeasance/91_0%/4
166 Lockout/26_Defeasance/90_0%/4
167 Lockout/27_Defeasance/89_0%/4
168 Lockout/25_Defeasance/91_0%/4
173 Lockout/26_Defeasance/90_0%/4
174 Lockout/27_Defeasance/89_0%/4
175 Lockout/26_Defeasance/90_0%/4
176 Lockout/25_Defeasance/91_0%/4
179 Lockout/26_Defeasance/90_0%/4
180 Lockout/28_Defeasance/88_0%/4
182 Lockout/25_>YM or 1%/31_0%/4
184 Lockout/25_Defeasance/91_0%/4 (3)
185 Lockout/26_>YM or 1%/90_0%/4
186 Lockout/27_Defeasance or Greater of YM or 1%/89_0%/4
188 Lockout/27_Defeasance/113_0%/4
189 Lockout/28_Defeasance/88_0%/4
190 Lockout/27_Defeasance/89_0%/4
193 Lockout/27_Defeasance/89_0%/4
194 Lockout/26_>YM or 1%/30_0%/4
196 Lockout/26_Defeasance/90_0%/4
198 Lockout/25_Defeasance/91_0%/4
200 Lockout/28_Defeasance/88_0%/4
SPLIT LOANS
9-P Lockout/27_Defeasance/88_0%/5
34-B Lockout/29_Defeasance/21_0%/10
100-B Lockout/28_Defeasance/88_0%/4
115-B Lockout/28_Defeasance/88_0%/4
125-B Lockout/24_Defeasance/92_0%/4
GCCFC 07-GG9 Loan ID Crossed With Other Loans (Crossed Group)
-------------------- ----------------------------------------
2 NAP
3 NAP
3.01
3.02
3.03
3.04
3.05
3.06
3.07
3.08
3.09
3.10
3.11
3.12
3.13
3.14
3.15
3.16
3.17
3.18
3.19
3.20
3.21
3.22
3.23
3.24
3.25
3.26
3.27
3.28
3.29
3.30
3.31
3.32
3.33
3.34
3.35
3.36
4 NAP
9 NAP
10 NAP
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
10.14
12 NAP
15 NAP
17 NAP
17.01
17.02
17.03
17.04
17.05
17.06
18 NAP
19 NAP
22 NAP
26 NAP
26.01
26.02
26.03
26.04
28 NAP
29 NAP
29.01
29.02
29.03
29.04
29.05
29.06
29.07
29.08
29.09
29.10
29.11
29.12
30 NAP
32 NAP
34 NAP
40 NAP
43 NAP
44 NAP
59 NAP
62 NAP
65 NAP
70 NAP
73 NAP
81 NAP
82 NAP
83 NAP
84 NAP
89 NAP
91 NAP
92 NAP
96 NAP
97 NAP
100 NAP
102 NAP
104 NAP
105 NAP
108 NAP
110 NAP
111 NAP
114 NAP
115 NAP
116 NAP
121 NAP
122 NAP
125 NAP
126 NAP
128 NAP
130 NAP
131 NAP
132 NAP
133 NAP
134 NAP
135 NAP
136 NAP
137 NAP
140 NAP
141 NAP
146 NAP
148 NAP
149 NAP
151 NAP
152 NAP
154 NAP
157 NAP
158 NAP
163 NAP
164 NAP
165 NAP
166 NAP
167 NAP
168 NAP
173 NAP
174 NAP
175 NAP
176 NAP
179 NAP
180 NAP
182 NAP
184 NAP
185 NAP
186 NAP
188 NAP
189 NAP
190 NAP
193 NAP
194 NAP
196 NAP
198 NAP
200 NAP
SPLIT LOANS
9-P NAP
34-B NAP
100-B NAP
115-B NAP
125-B NAP
(1) Upon securitization of the subordinate companion loan, the servicing fee
shall be 5bps.
EXHIBIT B
Mortgage Loan Representations and Warranties
1. Mortgage Loan Schedule. The information pertaining to each Mortgage Loan
set forth in the Mortgage Loan Schedule is true and accurate in all
material respects as of the Cut-off Date and contains all information
required by the Pooling and Servicing Agreement to be contained therein.
2. Legal Compliance - Origination. As of the date of its origination, such
Mortgage Loan complied in all material respects with, or was exempt from,
all requirements of federal, state or local law relating to the
origination of such Mortgage Loan; provided that such representation and
warranty does not address or otherwise cover any matters with respect to
federal, state or local law otherwise covered in this Exhibit B.
3. Good Title; Conveyance. Immediately prior to the sale, transfer and
assignment to the Purchaser, the Seller had good and marketable title to,
and was the sole owner of, each Mortgage Loan, and the Seller is
transferring such Mortgage Loan free and clear of any and all liens,
pledges, charges or security interests of any nature encumbering such
Mortgage Loan, other than the rights of the holder of a related Companion
Loan pursuant to a Co-Lender Agreement or a pooling and servicing
agreement. Upon consummation of the transactions contemplated by the
Mortgage Loan Purchase Agreement, the Seller will have validly and
effectively conveyed to the Purchaser all legal and beneficial interest in
and to such Mortgage Loan free and clear of any pledge, lien or security
interest, other than the rights of a holder of a Companion Loan pursuant
to a Co-Lender Agreement or pooling and servicing agreement.
4. Future Advances. The proceeds of such Mortgage Loan have been fully
disbursed (except in those cases where the full amount of the Mortgage
Loan has been disbursed but a portion thereof is being held in escrow or
reserve accounts pending the satisfaction of certain conditions relating
to leasing, repairs or other matters with respect to the Mortgaged
Property), and there is no requirement for future advances thereunder by
the mortgagee.
5. Legal, Valid and Binding Obligation; Assignment of Leases. Each related
Mortgage Note, Mortgage, Assignment of Leases (if contained in a document
separate from the Mortgage) and other agreement that evidences or secures
such Mortgage Loan and was executed in connection with such Mortgage Loan
by or on behalf of the related Mortgagor is the legal, valid and binding
obligation of the related Mortgagor (subject to any non-recourse
provisions therein and any state anti-deficiency or market value limit
deficiency legislation), enforceable in accordance with its terms, except
(i) that certain provisions contained in such Mortgage Loan documents are
or may be unenforceable in whole or in part under applicable state or
federal laws, but neither the application of any such laws to any such
provision nor the inclusion of any such provisions renders any of the
Mortgage Loan documents invalid as a whole and such Mortgage Loan
documents taken as a whole are enforceable to the extent necessary and
customary for the practical realization of the rights and benefits
afforded thereby and (ii) as such enforcement may be limited by
bankruptcy, insolvency, receivership, reorganization, moratorium,
redemption, liquidation or other laws affecting the enforcement of
creditors' rights generally, or by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in
equity or at law). The Assignment of Leases (as set forth in the Mortgage
or in a document separate from the related Mortgage and related to and
delivered in connection with each Mortgage Loan) establishes and creates a
valid and enforceable first priority assignment of, or a valid first
priority security interest in, the related Mortgagor's right to receive
payments due under all leases, subleases, licenses or other agreements
pursuant to which any Person is entitled to occupy, use or possess all or
any portion of the Mortgaged Property, subject to any license granted to
the related Mortgagor to exercise certain rights and to perform certain
obligations of the lessor under such leases, and subject to the
limitations set forth above. The related Mortgage Note, Mortgage and
Assignment of Leases (if contained in a document separate from the
Mortgage) contain no provision limiting the right or ability of the Seller
to assign, transfer and convey the related Mortgage Loan to any other
Person.
6. No Offset or Defense. Subject to the limitations set forth in paragraph
(5), as of the date of its origination there was, and as of the Cut-off
Date there is, no valid right of offset and no valid defense,
counterclaim, abatement or right to rescission with respect to any of the
related Mortgage Notes, Mortgage(s) or other agreements executed in
connection therewith, except in each case, with respect to the
enforceability of any provisions requiring the payment of default
interest, late fees, additional interest, prepayment premiums or yield
maintenance charges.
7. Assignment of Mortgage and Assignment of Assignment of Leases. Subject to
the limitations set forth in paragraph (5), each assignment of Mortgage
and assignment of Assignment of Leases from the Seller to the Trustee (or
in the case of a Non-Serviced Trust Loan, the assignment in favor of the
current holder of the mortgage) constitutes the legal, valid and binding
assignment from the Seller. Any assignment of a Mortgage and assignment of
Assignment of Leases are recorded (or have been submitted for recording)
in the applicable jurisdiction.
8. Mortgage Lien. Each related Mortgage is a valid and enforceable first lien
on the related Mortgaged Property (and/or Ground Lease, if applicable),
subject to the limitations set forth in paragraph (5) and the following
title exceptions (each such title exception, a "Title Exception", and
collectively, the "Title Exceptions"): (a) the lien of current real
property taxes, ground rents, water charges, sewer rents and assessments
not yet due and payable, (b) covenants, conditions and restrictions,
rights of way, easements and other matters of public record, (c) the
exceptions (general and specific) and exclusions set forth in the
applicable Title Policy (described in paragraph (12) below) or appearing
of record, (d) other matters to which like properties are commonly
subject, (e) the right of tenants (whether under ground leases, space
leases or operating leases) pertaining to the related Mortgaged Property
and condominium declarations, (f) if such Mortgage Loan is
cross-collateralized and cross-defaulted with any other Mortgage Loan, the
lien of the Mortgage for such other Mortgage Loan and (g) if such Mortgage
Loan is part of a Loan Group, the rights of the holder of the related
Companion Loan pursuant to a Co-Lender Agreement or pooling and servicing
agreement, none of which exceptions described in clauses (a) - (f) above,
individually or in the aggregate, materially and adversely interferes with
(1) the current use of the Mortgaged Property, (2) the security intended
to be provided by such Mortgage, (3) the Mortgagor's ability to pay its
obligations under the Mortgage Loan when they become due or (4) the value
of the Mortgaged Property. The Mortgaged Property is free and clear of any
mechanics' or other similar liens or claims which are prior to or equal
with the lien of the related Mortgage, except those which are insured
against by a lender's title insurance policy. To the Seller's actual
knowledge no rights are outstanding that under applicable law could give
rise to any such lien that would be prior or equal to the lien of the
related Mortgage, unless such lien is bonded over, escrowed for or covered
by insurance.
9. UCC Filings. If the related Mortgaged Property is operated as a
hospitality property, the Seller has filed or caused to be filed and/or
recorded (or, if not filed and/or recorded, have been submitted in proper
form for filing and recording), UCC Financing Statements in the
appropriate public filing and/or recording offices necessary at the time
of the origination of the Mortgage Loan to perfect a valid security
interest in all items of personal property reasonably necessary to operate
such Mortgaged Property owned by such Mortgagor and located on the related
Mortgaged Property (other than any personal property subject to a purchase
money security interest or a sale and leaseback financing arrangement as
permitted under the terms of the related Mortgage Loan documents or any
other personal property leases applicable to such personal property), to
the extent perfection may be effected pursuant to applicable law by
recording or filing, as the case may be. Subject to the limitations set
forth in paragraph (5), each related Mortgage (or equivalent document)
creates a valid and enforceable lien and security interest on the items of
personalty described above. No representation is made as to the perfection
of any security interest in rents or other personal property to the extent
that possession or control of such items or actions other than the filing
of UCC Financing Statements are required in order to effect such
perfection.
10. Taxes and Assessments. All real estate taxes and governmental assessments,
or installments thereof, which could be a lien on the related Mortgaged
Property and that prior to the Cut-off Date have become delinquent in
respect of each related Mortgaged Property have been paid, or an escrow of
funds in an amount sufficient to cover such payments has been established.
For purposes of this representation and warranty, real estate taxes and
governmental assessments and installments thereof shall not be considered
delinquent until the earlier of (a) the date on which interest and/or
penalties would first be payable thereon and (b) the date on which
enforcement action is entitled to be taken by the related taxing
authority.
11. Condition of Mortgaged Property; No Condemnation. To the Seller's actual
knowledge, based solely upon due diligence customarily performed in
connection with the origination of comparable mortgage loans, as of the
Cut-off Date, (a) each related Mortgaged Property was free and clear of
any material damage (other than deferred maintenance for which escrows
were established at origination) that would affect materially and
adversely the value of such Mortgaged Property as security for the
Mortgage Loan and (b) there was no proceeding pending for the total or
partial condemnation of such Mortgaged Property. With respect to the
mortgaged properties that are located in counties in Alabama, Louisiana or
Texas that, as of the Cut-off Date, are listed on the FEMA website as
having been designated by FEMA for Individual Assistance or Public
Assistance following Hurricane Xxxxxxx or Hurricane Xxxx, as of the
Cut-off Date, there is no material damage.
12. Title Insurance. The lien of each related Mortgage as a first priority
lien in the original principal amount of such Mortgage Loan (or in the
case of a Mortgage Loan secured by multiple Mortgaged Properties, an
allocable portion thereof) is insured by an ALTA lender's title insurance
policy (or a binding commitment therefor), or its equivalent as adopted in
the applicable jurisdiction (the "Title Policy"), insuring the originator
of the Mortgage Loan, its successors and assigns, subject only to the
Title Exceptions; such originator or its successors or assigns is the
named insured of such policy; such policy is assignable without consent of
the insurer and will inure to the benefit of the Trustee as mortgagee of
record (or, with respect to a Non-Serviced Trust Loan, the holder of the
Mortgage); such policy, if issued, is in full force and effect and all
premiums thereon have been paid; no claims have been made under such
policy and the Seller has not done anything, by act or omission, and the
Seller has no actual knowledge of any matter, which would impair or
diminish the coverage of such policy. The insurer issuing such policy is
either (x) a nationally-recognized title insurance company or (y)
qualified to do business in the jurisdiction in which the related
Mortgaged Property is located to the extent required. The Title Policy
contains no material exclusion for, or alternatively it insures (unless
such coverage is unavailable in the relevant jurisdiction) (a) access to a
public road or (b) against any loss due to encroachment of any material
portion of the improvements thereon.
13. Insurance. As of the Mortgage Loan origination date, and to the actual
knowledge of the Seller, as of the Cut-off Date, all insurance coverage
required under the related Mortgage Loan documents was in full force and
effect. Each Mortgage Loan requires insurance in such amounts and covering
such risks as were customarily acceptable to prudent commercial and
multifamily mortgage lending institutions lending on the security of
property comparable to the related Mortgaged Property in the jurisdiction
in which such Mortgaged Property is located, including requirements for
(a) a fire and extended perils insurance policy, in an amount (subject to
a customary deductible) at least equal to the lesser of (i) the
replacement cost of improvements located on such Mortgaged Property, or
(ii) the initial principal balance of the Mortgage Loan (or in the case of
a Loan Group, the outstanding principal balance of the Loan Group), and in
any event, the amount necessary to prevent operation of any co-insurance
provisions, (b) except if such Mortgaged Property is operated as a mobile
home park, business interruption or rental loss insurance, in an amount at
least equal to 12 months of operations of the related Mortgaged Property
(or in the case of a Mortgaged Property without any elevator, 6 months)
and (c) comprehensive general liability insurance against claims for
personal and bodily injury, death or property damage occurring on, in or
about the related Mortgaged Property, in an amount customarily required by
prudent institutional lenders. To the actual knowledge of the Seller, as
of the Cut-off Date, all premiums due and payable through the Closing Date
have been paid and no notice of termination or cancellation with respect
to any such insurance policy has been received by the Seller. Except for
certain amounts not greater than amounts which would be considered prudent
by an institutional commercial mortgage lender with respect to a similar
Mortgage Loan and which are set forth in the related Mortgage, the related
Mortgage Loan documents require that any insurance proceeds in respect of
a casualty loss, will be applied either (i) to the repair or restoration
of all or part of the related Mortgaged Property or (ii) the reduction of
the outstanding principal balance of the Mortgage Loan, subject in either
case to requirements with respect to leases at the related Mortgaged
Property and to other exceptions customarily provided for by prudent
institutional lenders for similar loans. The insurance policies each
contain a standard mortgagee clause naming the Seller and its successors
and assigns as loss payee or additional insured, as applicable, and each
insurance policy provides that they are not terminable without 30 days
prior written notice to the mortgagee (or, with respect to non-payment, 10
days prior written notice to the mortgagee) or such lesser period as
prescribed by applicable law. The loan documents for each Mortgage Loan
(a) require that the Mortgagor maintain insurance as described above or
permit the mortgagee to require that the Mortgagor maintain insurance as
described above, and (b) permit the mortgagee to purchase such insurance
at the Mortgagor's expense if the Mortgagor fails to do so. The insurer
with respect to each policy is qualified to write insurance in the
relevant jurisdiction to the extent required.
14. No Material Default. (A) Other than payments due but not yet 30 days or
more delinquent, to the Seller's actual knowledge, based upon due
diligence customarily performed in connection with the servicing of
comparable mortgage loans by prudent institutional lenders, (i) there is
no material default, breach, violation or event of acceleration existing
under the related Mortgage or Mortgage Note(s), and (ii) there is no event
(other than payments due but not yet delinquent) which, with the passage
of time or with notice and the expiration of any grace or cure period,
would constitute a material default, breach, violation or event of
acceleration under the related Mortgage or Mortgage Note(s), (B) the
Seller has not waived any material default, breach, violation or event of
acceleration under such Mortgage or Mortgage Note(s), unless a written
waiver to that effect is contained in the related Mortgage File being
delivered pursuant to the Pooling and Servicing Agreement, and (C)
pursuant to the terms of the related Mortgage Loan documents, no Person or
party other than the holder of such Mortgage Note(s) (or with respect to a
Non-Serviced Trust Loan, the applicable servicer as permitted by the
applicable Lead PSA) may declare any event of default or accelerate the
related indebtedness under either of such Mortgage or Mortgage Note(s);
provided, however, that this representation and warranty does not address
or otherwise cover any default, breach, violation or event of acceleration
that specifically pertains to any matter otherwise covered by any
representation and warranty made by the Seller elsewhere in this Exhibit B
(including any schedule or exhibit hereto).
15. Payment Record. As of the Closing Date, each Mortgage Loan is not, and in
the prior 12 months (or since the date of origination if such Mortgage
Loan has been originated within the past 12 months), has not been, 30 days
or more past due in respect of any Scheduled Payment.
16. Servicing. The servicing and collection practices used by the Seller with
respect to the Mortgage Loan have been, in all respects, legal and have
met customary industry standards for servicing of commercial loans for
conduit loan programs.
17. Reserved.
18. Qualified Mortgage. Each Mortgage Loan constitutes a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code (but without regard
to Treasury Regulations Section 1.860G-2(f)(2) that treats a defective
obligation as a qualified mortgage, or any substantially similar successor
provision). Each Mortgage Loan is directly secured by a Mortgage on a
commercial property or a multifamily residential property, and either (1)
substantially all of the proceeds of such Mortgage Loan were used to
acquire, improve or protect the portion of such commercial or multifamily
residential property that consists of an interest in real property (within
the meaning of Treasury Regulations Sections 1.856-3(c) and 1.856-3(d))
and such interest in real property was the only security for such Mortgage
Loan as of the Testing Date (as defined below), or (2) the fair market
value of the interest in real property which secures such Mortgage Loan
was at least equal to 80% of the principal amount of the Mortgage Loan (a)
as of the Testing Date, or (b) as of the Closing Date. For purposes of the
previous sentence, (1) the fair market value of the referenced interest in
real property shall first be reduced by (a) the amount of any lien on such
interest in real property that is senior to the Mortgage Loan, and (b) a
proportionate amount of any lien on such interest in real property that is
on a parity with the Mortgage Loan, and (2) the "Testing Date" shall be
the date on which the referenced Mortgage Loan was originated unless (a)
such Mortgage Loan was modified after the date of its origination in a
manner that would cause a "significant modification" of such Mortgage Loan
within the meaning of Treasury Regulations Section 1.1001-3(b), and (b)
such "significant modification" did not occur at a time when such Mortgage
Loan was in default or when default with respect to such Mortgage Loan was
reasonably foreseeable. However, if the referenced Mortgage Loan has been
subjected to a "significant modification" after the date of its
origination and at a time when such Mortgage Loan was not in default or
when default with respect to such Mortgage Loan was not reasonably
foreseeable, the Testing Date shall be the date upon which the latest such
"significant modification" occurred. Each yield maintenance payment and
prepayment premium payable under the Mortgage Loans is a "customary
prepayment penalty" within the meaning of Treasury Regulations Section
1.860G-1(b)(2).
19. Environmental Conditions and Compliance. One or more environmental site
assessments or updates thereof were performed by an environmental
consulting firm independent of the Seller or the Seller's affiliates with
respect to each related Mortgaged Property during the 18-months preceding
the origination of the related Mortgage Loan, and the Seller, having made
no independent inquiry other than to review the report(s) prepared in
connection with the assessment(s) referenced herein, has no actual
knowledge and has received no notice of any material and adverse
environmental condition or circumstance affecting such Mortgaged Property
that was not disclosed in such report(s). If any such environmental report
identified any Recognized Environmental Condition (REC), as that term is
defined in the Standard Practice for Environmental Site Assessments: Phase
I Environmental Site Assessment Process Designation: E 1527-00, as
recommended by the American Society for Testing and Materials (ASTM), with
respect to the related Mortgaged Property and the same have not been
subsequently addressed in all material respects, then either (i) an escrow
greater than or equal to 100% of the amount identified as necessary by the
environmental consulting firm to address the REC is held by the Seller for
purposes of effecting same (and the Mortgagor has covenanted in the
Mortgage Loan documents to perform such work), (ii) the related Mortgagor
or other responsible party having financial resources reasonably estimated
to be adequate to address the REC is required to take such actions or is
liable for the failure to take such actions, if any, with respect to such
circumstances or conditions as have been required by the applicable
governmental regulatory authority or any environmental law or regulation,
(iii) the Mortgagor has provided an environmental insurance policy, (iv)
an operations and maintenance plan has been or will be implemented or (v)
such conditions or circumstances were investigated further and a qualified
environmental consulting firm recommended no further investigation or
remediation.
20. Customary Mortgage Provisions. Each related Mortgage Note, Mortgage and
Assignment of Leases (if contained in a document separate from the
Mortgage) contain customary and enforceable provisions, subject to the
limitations and exceptions set forth in paragraph (5) and applicable state
law for comparable mortgaged properties similarly situated such as to
render the rights and remedies of the holder thereof adequate for the
practical realization against the Mortgaged Property of the benefits of
the security intended to be provided thereby, including realization by
judicial or, if applicable, non-judicial foreclosure.
21. Bankruptcy. At the time of origination and, to the actual knowledge of
Seller as of the Cut-off Date, no Mortgagor is a debtor in, and no
Mortgaged Property is the subject of, any state or federal bankruptcy or
insolvency proceeding.
22. Whole Loan; No Equity Participation, Contingent Interest or Negative
Amortization. Except with respect to a Mortgage Loan that is part of a
Loan Group, each Mortgage Loan is a whole loan. None of the Mortgage Loans
contain any equity participation, preferred equity component or shared
appreciation feature by the mortgagee nor does any Mortgage Loan provide
the mortgagee with any contingent or additional interest in the form of
participation in the cash flow of the related Mortgaged Property.
23. Transfers and Subordinate Debt. Subject to certain exceptions which are
customarily acceptable to prudent commercial and multifamily mortgage
lending institutions lending on the security of property comparable to the
related Mortgaged Property, each Mortgage Loan contains a "due on sale" or
other such provision for the acceleration of the payment of the unpaid
principal balance of such Mortgage Loan if, without the consent of the
holder of the Mortgage or complying with the requirements of the related
Mortgage Loan documents, (a) the related Mortgaged Property, or any
controlling or majority equity interest in the related Mortgagor, is
directly or indirectly pledged, transferred or sold, other than as related
to (i) family and estate planning transfers, (ii) transfers to certain
affiliates as defined in the related Mortgage Loan documents (iii)
transfers of less than a controlling interest in a Mortgagor, (iv) a
substitution or release of collateral within the parameters of paragraph
(26) below, or, (v) the enforcement of rights by a mezzanine lender in
connection with any mezzanine debt which existed or is permitted under the
related Mortgage Loan documents, or (b) the related Mortgaged Property is
encumbered with a subordinate lien or security interest against the
related Mortgaged Property, other than (i) any Companion Loan of any
Mortgage Loan or any subordinate debt that existed at origination or is
permitted under the related Mortgage Loan documents, (ii) debt secured by
furniture, fixtures, equipment and other personal property in the ordinary
course of business or (iii) any Mortgage Loan that is cross-collateralized
and cross-defaulted with another Mortgage Loan. Except as related to
(a)(i), (ii), (iii), (iv) or (v), above, no Mortgage Loan may be assigned
by the Mortgagor to another entity without the mortgagee's consent.
24. Waivers and Modification. Except as set forth in the related Mortgage
File, the terms of the related Mortgage Note and Mortgage have not been
waived, modified, altered, satisfied, impaired, canceled, subordinated or
rescinded in any manner which materially interferes with the security
intended to be provided by such Mortgage.
25. Inspection. Each related Mortgaged Property was inspected by or on behalf
of the related originator or an affiliate of the originator during the 12
month period prior to the related origination date.
26. Releases of Mortgaged Property. (A) Since origination, no material portion
of the related Mortgaged Property has been released from the lien of the
related Mortgage in any manner which materially and adversely affects the
value of the Mortgage Loan or materially interferes with the security
intended to be provided by such Mortgage; and (B) the terms of the related
Mortgage Loan documents do not permit the release of any portion of the
Mortgaged Property from the lien of the Mortgage except (i) in
consideration of payment in full therefor, (ii) in connection with the
substitution of all or a portion of the Mortgaged Property in exchange for
delivery of "government securities" within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, as amended, (iii) where such
portion to be released was not considered material for purposes of
underwriting the Mortgage Loan and such release was contemplated at
origination, (iv) conditioned on the satisfaction of certain underwriting
and other requirements, including payment of a release price representing
adequate consideration for such Mortgaged Property or the portion thereof
to be released, or (v) in connection with the substitution of a
replacement property in compliance with REMIC Provisions.
27. Local Law Compliance. To the Seller's actual knowledge, based upon a
letter from governmental authorities, a legal opinion, an endorsement to
the related title policy, or other due diligence considered reasonable by
prudent commercial mortgage lenders, taking into account the location of
the Mortgaged Property, as of the date of origination of such Mortgage
Loan and as of the Cut-off Date, there are no material violations of any
applicable zoning ordinances, building codes and land laws applicable to
the Mortgaged Property or the use and occupancy thereof which (i) are not
insured by the Title Policy or a law and ordinance insurance policy or
(ii) would have a material adverse effect on the value, operation or net
operating income of the Mortgaged Property.
28. Improvements. To the Seller's actual knowledge based on the Title Policy
or surveys obtained in connection with the origination of each Mortgage
Loan, none of the material improvements which were included for the
purposes of determining the appraised value of the related Mortgaged
Property at the time of the origination of the Mortgage Loan lies outside
of the boundaries and building restriction lines of such property (except
Mortgaged Properties which are legal non-conforming uses), to an extent
which would have a material adverse affect on the value of the Mortgaged
Property or related Mortgagor's use and operation of such Mortgaged
Property (unless affirmatively covered by the related Title Policy) and no
improvements on adjoining properties encroached upon such Mortgaged
Property to any material and adverse extent (unless affirmatively covered
by the related Title Policy).
29. Single Purpose Entity. With respect to each Mortgage Loan with a Cut-off
Date Balance in excess of $5,000,000 the related Mortgagor has covenanted
in its organizational documents and/or the Mortgage Loan documents to own
no significant asset other than the related Mortgaged Property and assets
incidental to its ownership and operation of such Mortgaged Property, and
to hold itself out as being a legal entity, separate and apart from any
other Person.
30. Advance of Funds. (A) After origination, the Seller has not, directly or
indirectly, advanced any funds to the Mortgagor, other than pursuant to
the related Mortgage Loan documents; and (B) to the Seller's actual
knowledge, no funds have been received from any Person other than the
Mortgagor, for or on account of payments due on the Mortgage Note.
31. Litigation or Other Proceedings. As of the date of origination and, to the
Seller's actual knowledge, as of the Cut-off Date, there was no pending
action, suit or proceeding, or governmental investigation of which it has
received notice, against the Mortgagor or the related Mortgaged Property
the adverse outcome of which could reasonably be expected to materially
and adversely affect (i) such Mortgagor's ability to pay its obligations
under the Mortgage Loan, (ii) the security intended to be provided by the
Mortgage Loan documents or (iii) the current use of the Mortgaged
Property.
32. Trustee Under Deed of Trust. As of the date of origination, and, to the
Seller's actual knowledge, as of the Cut-off Date, if the related Mortgage
is a deed of trust, a trustee, duly qualified under applicable law to
serve as such, has either been properly designated and serving under such
Mortgage or may be substituted in accordance with the Mortgage and
applicable law.
33. Usury. The Mortgage Loan and the interest contracted for (exclusive of any
default interest, late charges, Yield Maintenance Charge or prepayment
premiums) complied as of the date of origination with, or is exempt from,
applicable state or federal laws, regulations and other requirements
pertaining to usury.
34. Other Collateral. Except with respect to the Companion Loan of any Loan
Group or any Mortgage Loan that is cross-collateralized and
cross-defaulted with another Mortgage Loan, to the Seller's knowledge, the
related Mortgage Note is not secured by any collateral that secures a loan
that is not a Mortgage Loan.
35. Flood Insurance. If the improvements on the Mortgaged Property are located
in a federally designated special flood hazard area, the Mortgagor is
required to maintain or the mortgagee maintains, flood insurance with
respect to such improvements and such policy is in full force and effect.
36. Escrow Deposits. All escrow deposits and payments required to be deposited
with the Seller or its agent in accordance with the Mortgage Loan
documents have been (or by the Closing Date will be) so deposited, are in
the possession of or under the control of the Seller or its agent (or,
with respect to a Non-Serviced Trust Loan, in the possession of or under
the control of the Lead Trustee or its agent under the applicable Lead
PSA), and there are no deficiencies in connection therewith.
37. Licenses and Permits. To the Seller's actual knowledge, based on the due
diligence customarily performed in the origination of comparable mortgage
loans by prudent commercial lending institutions considering the related
geographic area and properties comparable to the related Mortgaged
Property, (i) as of the date of origination of the Mortgage Loan, the
related Mortgagor, the related lessee, franchisor or operator was in
possession of all material licenses, permits and authorizations then
required for use of the related Mortgaged Property, and, (ii) as of the
Cut-off Date, the Seller has no actual knowledge that the related
Mortgagor, the related lessee, franchisor or operator was not in
possession of such licenses, permits and authorizations.
38. Organization of Mortgagors; Affiliation with other Mortgagors. With
respect to each Mortgage Loan, in reliance on certified copies of the
organizational documents of the Mortgagor delivered by the Mortgagor in
connection with the origination of such Mortgage Loan, the Mortgagor is an
entity organized under the laws of a state of the United States of
America, the District of Columbia or the Commonwealth of Puerto Rico.
Except with respect to any Mortgage Loan that is cross-collateralized and
cross defaulted with another Mortgage Loan, no Mortgage Loan has a
Mortgagor that is an affiliate of another Mortgagor.
39. Fee Simple Interest. Except with respect to the Mortgage Loans listed on
Exhibit B-39, the Mortgage Loan is secured in whole or in material part by
the fee simple interest in the related Mortgaged Property.
40. Recourse. Each Mortgage Loan is non-recourse to the related Mortgagor
except that the Mortgagor has agreed to be liable with respect to losses
incurred due to (i) fraud and/or other intentional material
misrepresentation, (ii) misapplication or misappropriation of rents
collected in advance or received by the related Mortgagor after the
occurrence of an event of default and not paid to the mortgagee or applied
to the Mortgaged Property in the ordinary course of business, (iii)
misapplication or conversion by the Mortgagor of insurance proceeds or
condemnation awards or (iv) breach of the environmental covenants in the
related Mortgage Loan documents.
41. Access; Tax Parcels. Each Mortgaged Property (a) is located on or adjacent
to a dedicated road, or has access to an irrevocable easement permitting
ingress and egress, (b) is served by public utilities, water and sewer (or
septic facilities) and (c) constitutes one or more separate tax parcels.
42. Financial Statements. Each Mortgage requires the Mortgagor to provide the
mortgagee with operating statements and rent rolls on an annual (or more
frequent) basis or upon written request.
43. Defeasance. If the Mortgage Loan is a Defeasance Loan, the Mortgage Loan
documents (A) permit defeasance (1) no earlier than two years after the
Closing Date, and (2) only with substitute collateral constituting
"government securities" within the meaning of Treasury Regulations Section
1.860G-2(a)(8)(i) in an amount sufficient to make all scheduled payments
under the Mortgage Note through the related maturity date (or the first
day of the open period) and the balloon payment that would be due on such
date, (B) require the delivery of (or otherwise contain provisions
pursuant to which the mortgagee can require delivery of) (i) an opinion to
the effect that such mortgagee has a first priority perfected security
interest in the defeasance collateral, (ii) an accountant's certification
as to the adequacy of the defeasance collateral to make all payments
required under the related Mortgage Loan through the related maturity date
(or the first day of the open period) and the balloon payment that would
be due on such date, (iii) an Opinion of Counsel that the defeasance
complies with all applicable REMIC Provisions, and (iv) assurances from
the Rating Agencies that the defeasance will not result in the withdrawal,
downgrade or qualification of the ratings assigned to the Certificates and
(C) contain provisions pursuant to which the mortgagee can require the
Mortgagor to pay expenses associated with a defeasance (including rating
agencies' fees, accountant's fees and attorneys' fees). Such Mortgage Loan
was not originated with the intent to collateralize a REMIC offering with
obligations that are not real estate mortgages.
44. Authorization in Jurisdiction. To the extent required under applicable law
and necessary for the enforcement of the Mortgage Loan, as of the date of
origination and at all times it held the Mortgage Loan, the originator of
such Mortgage Loan was authorized to do business in the jurisdiction in
which the related Mortgaged Property is located.
45. Capital Contributions. Neither the Seller nor any affiliate thereof has
any obligation to make any capital contributions to the Mortgagor under
the Mortgage Loan documents.
46. Subordinate Debt. Except with respect to the Companion Loan of any Loan
Group or any Mortgage Loan that is cross-collateralized and
cross-defaulted with another Mortgage Loan, none of the Mortgaged
Properties are encumbered and none of the Mortgage Loan documents permit
the related Mortgaged Property to become encumbered, without the prior
written consent of the holder of the Mortgage Loan or as described above
in clause (23), by any lien securing the payment of money junior to, of
equal priority with, or superior to, the lien of the related Mortgage
(other than Title Exceptions, taxes, assessments and contested mechanics
and materialmens liens that become payable after the Cut-off Date).
47. Ground Lease Representations and Warranties. With respect to each Mortgage
Loan secured by a leasehold interest (except with respect to any Mortgage
Loan also secured by the corresponding fee interest in the related
Mortgaged Property), the Seller represents and warrants the following with
respect to the related Ground Lease:
A. Such Ground Lease or a memorandum thereof has been or will be
duly recorded and such Ground Lease permits the interest of the lessee
thereunder to be encumbered by the related Mortgage or, if consent of the
lessor thereunder is required, it has been obtained prior to the Closing
Date.
B. Upon the foreclosure of the Mortgage Loan (or acceptance of a
deed in lieu thereof), the Mortgagor's interest in such Ground Lease is
assignable to the mortgagee and its assigns without the consent of the
lessor thereunder (or, if any such consent is required, it has been
obtained prior to the Closing Date).
C. Subject to the limitations on enforceability set forth in
Paragraph 5, such Ground Lease may not be amended, modified, canceled or
terminated without the prior written consent of the mortgagee and any such
action without such consent is not binding on the mortgagee, its
successors or assigns, except that termination or cancellation without
such consent may be binding on the mortgagee if (i) an event of default
occurs under the Ground Lease, (ii) notice is provided to the mortgagee
and (iii) such default is curable by the mortgagee as provided in the
Ground Lease but remains uncured beyond the applicable cure period.
D. To the actual knowledge of the Seller, on the Closing Date such
Ground Lease is in full force and effect and other than payments due but
not yet 30 days or more delinquent, (i) there is no material default, and
(ii) there is no event which, with the passage of time or with notice and
the expiration of any grace or cure period, would constitute a material
default under such Ground Lease; provided, however, that this
representation and warranty does not address or otherwise cover any
default, breach, violation or event of acceleration that specifically
pertains to any matter otherwise covered by any other representation and
warranty made by the Seller elsewhere in this Exhibit B or in any of the
exceptions to the representations and warranties in Schedule A hereto.
E. The Ground Lease or ancillary agreement between the lessor and
the lessee (i) requires the lessor to give notice of any default by the
lessee to the mortgagee and (ii) provides that no notice given is
effective against the mortgagee unless a copy has been delivered to the
mortgagee in the manner described in the ground lease or ancillary
agreement.
F. Based on the Title Policy, the Ground Lease (i) is not subject to
any liens or encumbrances superior to, or of equal priority with, the
Mortgage, other than the ground lessor's fee interest and Title Exceptions
or (ii) is subject to a subordination, non-disturbance and attornment
agreement to which the mortgagee on the lessor's fee interest in the
Mortgaged Property is subject.
G. The mortgagee is permitted a reasonable opportunity (including,
where necessary, sufficient time to gain possession of the interest of the
lessee under the ground lease) to cure any curable default under such
Ground Lease after receipt of notice of such default before the lessor
thereunder may terminate such Ground Lease.
H. Such Ground Lease has an original term (together with any
extension options, whether or not currently exercised, set forth therein
all of which can be exercised by the mortgagee if the mortgagee acquires
the lessee's rights under the Ground Lease) that extends not less than 20
years beyond the Stated Maturity Date or if such Mortgage Loan is fully
amortizing, extends not less than 10 years after the amortization term for
the Mortgage Loan.
I. Under the terms of the Ground Lease and the related Mortgage Loan
documents (including, without limitation, any estoppel or consent letter
received by the mortgagee from the lessor), taken together, any related
insurance proceeds or condemnation award (other than de minimis amounts
for minor casualties or in respect of a total or substantially total loss
or taking) will be applied either to the repair or restoration of all or
part of the related Mortgaged Property, with the mortgagee or a trustee
appointed by it having the right to hold and disburse such proceeds as
repair or restoration progresses, or to the payment or defeasance of the
outstanding principal balance of the Mortgage Loan, together with any
accrued interest (except in cases where a different allocation would not
be viewed as commercially unreasonable by any commercial mortgage lender,
taking into account the relative duration of the ground lease and the
related Mortgage and the ratio of the market value of the related
Mortgaged Property to the outstanding principal balance of such Mortgage
Loan).
J. The Ground Lease does not restrict the use of the related
Mortgaged Property by the lessee or its successors or assigns in a manner
that would materially adversely affect the security provided by the
related mortgage.
K. The Ground Lease does not impose any restrictions on subletting
that would be viewed as commercially unreasonable by a prudent commercial
mortgage lender.
L. The ground lessor under such Ground Lease is required to enter
into a new lease upon termination of the Ground Lease for any reason,
including the rejection of the Ground Lease in bankruptcy.
48. With respect to each Mortgage Loan in the Multifamily Loan Group:
A. Location of Properties. Each Mortgaged Property securing a
Mortgage in the Multifamily Loan Group is located in the United States or
in its territories (Puerto Rico, the U.S. Virgin Islands, Guam).
B. Number of Units. Each Mortgage in the Multifamily Loan Group is
secured by a Mortgaged Property or properties each of which contains at
least five dwelling units.
C. Construction Completed. Each Mortgaged Property financed by a
Mortgage in the Multifamily Loan Group that is secured by a
newly-constructed property has achieved a percentage of physical occupancy
of more than 65% as indicated in Annex A to the Prospectus Supplement.
D. Dwelling Units. For each Mortgaged Property financed by a
Mortgage in the Multifamily Loan Group, a certificate of occupancy has
been collected or confirmation that the certificate of occupancy has been
issued by the appropriate authority has been obtained.
E. Mixed Use Properties. Mortgages in the Multifamily Loan Group are
secured by properties that have both a housing component and a non-housing
component meet all of the following requirements:
(A) The physical plan consists of:
(1) A single structure; or
(2) Multiple Structures, some of which contain mixed
uses but none of which is entirely non-residential; or
(3) Multiple Structures most of which are entirely
residential, but one or a small number of which consist of
retail stores primarily intended to serve residents of the
project.
(B) The aggregate gross commercial income does not
exceed 20% of the estimated total gross income.
F. RV parks. The Multifamily Loan Group contains no Mortgages on
manufactured housing parks where the aggregate gross income from homesites
for dwelling units that re not permanently attached to homesites, such as
recreational vehicles, does not exceed 20% of the estimated total gross
income.
G. Property Types. Except for any portion of a Mortgaged Property
that contains non-residential uses identified in paragraph E above, all of
the properties securing the Mortgages in the Multifamily Loan Group are
being operated as multifamily rental housing (which may include student
housing, seniors housing as described above, or mixed-use properties as
described above), cooperative housing or manufactured housing parks and
none of the properties securing the Mortgages in the Multifamily Loan
Group are hotel properties or provide daily rentals.
H. Use. The Mortgage Loan documents for each mortgage in the
Multifamily Loan Group contain covenants that prohibit a change of use of
the Mortgaged Property securing such mortgage without the mortgagee's
prior consent.
SCHEDULE A
GG9 - EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
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Representation Description of Exception
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Loan No. 19 (Branson Landing). The Mortgaged Property is
subject to a tenant purchase option to Bass Pro Shops whereby
the tenant may purchase its building at a price equal to 90% of
the fair market value of the improvements either (i) at the end
of the tenant's original 21-year lease, (ii) upon the payoff of
the TIF bond financing used to construct the tenant's building,
or (iii) upon the expiration of any tenant renewal options.
(8) Loan No. 184 (Fidelity Building). The Mortgaged Property is
Mortgage subject to a purchase option to developer St. Xxxxx Town
Lien Center, LLC whereby the developer may purchase the Mortgaged
Property in the event the owner of the Mortgaged Property
ceases to operate a business on the Mortgaged Property for more
than 180 consecutive days other than as a result of casualty,
condemnation, remodeling or repair. The purchase price shall be
equal to the greater of (i) fair market value of the Mortgaged
Property, (ii) $1,186,653.94 (plus costs) and (iii) the
outstanding principal balance of the Mortgage Loan.
--------------------------------------------------------------------------------
Loan Xx. 00 (Xxxxxxxx Xxxx Xxxxxxxxx & Xxxxx). Business
interruption insurance is required in an amount to cover from
the date of the casualty to the date of the Mortgaged Property
is repaired, plus an extended period of indemnity for 60 days
after completion of restoration.
Loan No. 18 (Renaissance Atlanta Waverly Hotel). The loan
documents require the Mortgagor to maintain standard insurance
coverage that meets certain per property requirements;
provided, however, as long as Marriott Hotel Services Inc. or a
subsidiary thereof is the manager of the Mortgaged Property,
Mortgagor may maintain its insurance under the blanket
insurance policy provided by the manager that may not meet the
per property requirements (the "MI Blanket Insurance Program").
The MI Blanket Insurance Program was approved by the lender at
the origination of the Mortgage Loan.
(13) Loan No. 59 (Two Rivers-Aurora Healthcare Clinic), Loan No. 65
Insurance (Hartford-Aurora Healthcare Clinic) and Loan No. 133
(Neenah-Aurora Healthcare Clinic). Aurora Medical Group, Inc.
is the sole tenant and has obligations under its lease to
maintain insurance coverage on the Mortgaged Property and each
insurance policy is not terminable without 20 days prior
notice. For as long as the tenant's lease is effective, the
Mortgagor's insurance obligations are modified to reflect the
tenant's insurance obligations.
Loan No. 74 (HJA Industrial Portfolio). With respect to seven
of the eight Mortgaged Properties, the related tenant is
obligated to provide insurance, and Mortgagor's rights
regarding the settlement, adjustment, and application of
insurance proceeds in connection with a casualty are subject to
the rights of each tenant under its respective lease.
Loan No. 116 (Timberwood Trace Apartments). If windstorm
coverage is excluded from the Mortgagor's all-risk insurance
policy, then the Mortgagor is required to provide separate
windstorm insurance. The Mortgagor is permitted to self-insure
its windstorm coverage; provided, however, if the guarantor
fails to maintain a minimum net worth of at least $50,000,000,
the Mortgagor is required to purchase windstorm insurance.
--------------------------------------------------------------------------------
Loan No. 59 (Two Rivers-Aurora Healthcare Clinic). The
Mortgagor is permitted to issue preferred equity, subject to
the satisfaction of certain conditions, including among other
things: (i) the sum of the unpaid principal balance of the
Mortgage Loan together with the preferred equity does not
(23) exceed the lesser of (a) a loan-to-value ratio of 93% of the
Transfers & Mortgaged Property or (b) $28,682,400 and (ii) rating agency
Subordinate confirmation that the preferred equity would not result in a
Debt requalification, reduction or withdrawal of the then current
ratings of any class of certificates.
Loan No. 65 (Hartford-Aurora Healthcare Clinic). The Mortgagor
is permitted to issue preferred equity, subject to the
satisfaction of certain conditions, including among other
things: (i) the sum of the unpaid principal balance of the
Mortgage Loan together with the preferred equity does not
exceed the lesser of (a) a loan-to-value ratio of 93% of the
Mortgaged Property or (b) $24,209,700 and (ii) rating agency
confirmation that the preferred equity would not result in a
requalification, reduction or withdrawal of the then current
ratings of any class of certificates.
Loan No. 70 (300 North Martingale). The Mortgagor is permitted
to issue preferred, subject to the satisfaction of certain
conditions, including among other things: (i) the sum of the
unpaid principal balance of the Mortgage Loan together with the
preferred equity (a) does not exceed the loan-to-value ratio of
85% of the Mortgaged Property and (b) has a debt service
coverage ratio greater than or equal to 1.10x and (ii) rating
agency confirmation that the preferred equity would not result
in a requalification, reduction or withdrawal of the then
current ratings of any class of certificates.
Loan No. 133 (Neenah-Aurora Healthcare Clinic). The Mortgagor
is permitted to issue preferred equity, subject to the
satisfaction of certain conditions, including among other
things: (i) the sum of the unpaid principal balance of the
Mortgage Loan together with the preferred equity does not
exceed the lesser of (a) a loan-to-value ratio of 93% of the
Mortgaged Property or (b) $9,939,900 and (ii) rating agency
confirmation that the preferred equity would not result in a
requalification, reduction or withdrawal of the then current
ratings of any class of certificates.
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Loan No. 28 (The District II) and Loan No. 102 (Corporate
Center I). The Mortgagors of these Mortgage Loans have the same
sponsor.
Loan No. 26 (Car Dealership Portfolio) and Loan Xx. 00 (Xxxx
Xxxxx Xxxxxxxxx). The Mortgagors of these Mortgage Loans have
the same sponsor.
Loan Xx. 00 (Xxxxxxxxxxx Xxxxxx-Xxxxx Xxxxxx), Loan No. 62
(Summerfield Suites-Pleasant Hill), Loan No. 73 (Summerfield
Suites-Scottsdale), Loan No. 81 (Summerfield
Suites-Bridgewater), Loan No. 82 (Summerfield
Suites-Pleasanton), Loan No. 92 (Summerfield
Suites-Gaithersburg) and Loan No. 137 (Summerfield
Suites-Charlotte). The Mortgagors of these Mortgage Loans have
the same sponsor.
(38) Loan No. 59 (Two Rivers-Aurora Healthcare Clinic), Loan No. 65
Organization (Hartford-Aurora Healthcare Clinic) and Loan No. 133
of & (Neenah-Aurora Healthcare Clinic). The Mortgagors of these
Affiliation Mortgage Loans have the same sponsor.
with
Mortgagors Loan No. 100 (Toringdon III), Loan Xx. 000 (Xxxxxxxxx XX) xxx
Xxxx Xx. 000 (Xxxxxxxxx X). The Mortgagors of these Mortgage
Loans have the same sponsor.
Loan No. 176 (Lake Xxxx) and Loan No. 198 (Aliante). The
Mortgagors of these Mortgage Loans have the same sponsor.
Loan No. 140 (Festival) and Loan No. 189 (Bread and Butter).
The Mortgagors of these Mortgage loans have the same sponsor.
Loan No. 151 (Academy Sports & Outdoors) and Loan Xx. 000
(Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxx). The Mortgagors of these
Mortgage loans have the same sponsor.
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Loan No. 19 (Branson Landing). The Mortgaged Property does not
constitute a separate tax parcel. The Mortgagor shall cause the
Mortgaged Property to be taxed as if it constituted a separate
tax parcel. An escrow exists for taxes on all real property
encompassed within the tax parcel of which the Mortgaged
(41) Property is a part.
Access;
Tax Parcels Loan No. 140 (Festival). The Mortgaged Property does not
constitute a separate tax parcel. All of the taxes attributable
to the parcel of which the Mortgaged Property is a part will be
escrowed.
--------------------------------------------------------------------------------
(47)
Ground
Lease
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Loan No. 19 (Branson Landing). With respect to the Empire
(47I) District Electric Company ground lease, condemnation proceeds
are first payable to the Ground Lessor to the extent of the
unimproved value of the land.
--------------------------------------------------------------------------------
Loan No. 19 (Branson Landing). With respect to the Empire
District Electric Company ground lease, upon termination of the
(47L) ground lease due to default by the sub-lessor City of Branson,
the Ground Lessor is required to enter into a new lease,
subject to the approval of the Federal Energy Regulatory
Commission, since the Ground Lessor is a utility company.
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Exhibit B-39 (Mortgage Loans not secured in whole or in material part by fee
simple interests)
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Loan No. 19 (Branson Landing). Subleasehold with respect to a portion of the
Mortgaged Property, and sub-subleasehold with
respect to the remaining portion of the
Mortgaged Property.
