EXHIBIT 99.1
EXECUTION COPY
GCFP MORTGAGE LOAN PURCHASE AGREEMENT
Pursuant to this Mortgage Loan Purchase Agreement dated as of March
1, 2007 (this "Agreement"), between Greenwich Capital Financial Products, Inc.
(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 (a) certain multifamily and commercial
mortgage loans, as identified on the schedule annexed hereto as Exhibit A (the
"Mortgage Loan Schedule"), and (b) a 51% pari passu interest in the Mortgage
Loan identified on the Mortgage Loan Schedule as Xxxx Xxxxxxx Tower & Garage at
Clarendon (the "Xxxx Xxxxxxx Mortgage Loan"; such percentage interest in the
Xxxx Xxxxxxx Mortgage Loan sold by the Seller hereunder, the "Seller's Xxxx
Xxxxxxx Percentage Interest" and together with the other mortgage loans listed
on the Mortgage Loan Schedule, collectively, the "Mortgage Loans"). Xxxxxx
Brothers Holdings Inc. ("Xxxxxx") intends to sell and the Purchaser intends to
purchase a 49% pari passu interest in the Xxxx Xxxxxxx Mortgage Loan pursuant to
a Mortgage Loan Purchase Agreement dated as of March 1, 2007 (the "Xxxxxx
Mortgage Loan Purchase Agreement"; such percentage interest in the Xxxx Xxxxxxx
Mortgage Loan sold by Xxxxxx thereunder, the "Xxxxxx'x Xxxx Xxxxxxx Percentage
Interest").
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 $3,425,659,714.21
(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; provided further that that, with respect to the Xxxx
Xxxxxxx Mortgage Loan, the delivery of the Mortgage File by the Seller or Xxxxxx
shall satisfy the delivery requirements of the Seller hereunder). 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, provided that, with respect to
the Xxxx Xxxxxxx Mortgage Loan, the delivery of the required documents by the
Seller or Xxxxxx shall satisfy the delivery requirements of the Seller
hereunder.
(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, provided that,
with respect to the Xxxx Xxxxxxx Mortgage Loan, the delivery of the required
documents by the Seller or Xxxxxx shall satisfy the delivery requirements of the
Seller hereunder.
(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,
provided that, with respect to the Xxxx Xxxxxxx Mortgage Loan, the delivery of
the required documents by the Seller or Xxxxxx shall satisfy the delivery
requirements of the Seller hereunder.
(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 corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware, 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 or in the case of
the Xxxx Xxxxxxx Mortgage Loan, the interest in the Mortgaged Property that
corresponds to the Seller's Xxxx Xxxxxxx Percentage Interest) 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 (or, in the case of the Xxxx Xxxxxxx Mortgage Loan, the
Seller's pro rata share (based on the Seller's Xxxx Xxxxxxx Percentage Interest)
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.
(j) In the event that the Seller's Xxxx Xxxxxxx Percentage Interest
is repurchased by the Seller pursuant to this Section 5 but the Xxxxxx'x Xxxx
Xxxxxxx Percentage Interest is not repurchased by Xxxxxx pursuant to the Xxxxxx
Mortgage Loan Purchase Agreement, the Seller and the Purchaser hereby agree that
the provisions in Section 3.29 of the Pooling and Servicing Agreement shall
govern the servicing and administration of the Xxxx Xxxxxxx Mortgage Loan and
the rights and obligations of the Seller and the Purchaser with respect to the
Xxxx Xxxxxxx Mortgage Loan.
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
Delaware 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
GREENWICH CAPITAL FINANCIAL PRODUCTS,
INC.
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
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
Mortgage Loan Schedule-GCFP
GCCFC 07-GG9 Loan ID GCFP Control_Number GCFP Loan ID
-------------------- ------------------- ------------
1 06-1301 06-1301
1.01 06-1301 06-1301
1.02 06-1301 06-1301
5 06-1015 06-1015
5.01 06-1015 06-1015
5.02 06-1015 06-1015
5.03 06-1015 06-1015
5.04 06-1015 06-1015
5.05 06-1015 06-1015
6 06-0760 06-0760
6.01 06-0760 06-0760
6.02 06-0760 06-0760
6.03 06-0760 06-0760
7 03-0412 03-0412
8 06-0693 06-0693
11 06-1145 06-1145
13 06-1284 06-1284
13.01 06-1284 06-1284
13.02 06-1284 06-1284
13.03 06-1284 06-1284
13.04 06-1284 06-1284
13.05 06-1284 06-1284
13.06 06-1284 06-1284
14 06-1098 06-1098
16 06-0885 06-0885
16.01 06-0885 06-0885
16.02 06-0885 06-0885
20 06-1159 06-1159
21 06-1254 06-1254
23 06-0417 06-0417
23.01 06-0417 06-0417
23.02 06-0417 06-0417
23.03 06-0417 06-0417
23.04 06-0417 06-0417
23.05 06-0417 06-0417
23.06 06-0417 06-0417
23.07 06-0417 06-0417
24 06-0928 06-0928
24.01 06-0928 06-0928
24.02 06-0928 06-0928
25 06-1255 06-1255
27 06-1140 06-1140
31 06-1085 06-1085
33 06-0878 06-0878
35 06-1325 06-1325
36 06-0984 06-0984
36.01 06-0984 06-0984
36.02 06-0984 06-0984
36.03 06-0984 06-0984
36.04 06-0984 06-0984
36.05 06-0984 06-0984
36.06 06-0984 06-0984
37 06-0985 06-0985
37.01 06-0985 06-0985
37.02 06-0985 06-0985
37.03 06-0985 06-0985
37.04 06-0985 06-0985
37.05 06-0985 06-0985
38 06-1397 06-1397
39 06-1160 06-1160
41 06-1318 06-1318
42 06-0375 06-0375
45 06-1196 06-1196
46 06-0376 06-0376
47 06-0962 06-0962
48 06-1034 06-1034
49 06-1156 06-1156
50 06-0384 06-0384
51 06-1219 06-1219
52 06-1087 06-1087
52.01 06-1087 06-1087
52.02 06-1087 06-1087
54 06-0671 06-0671
55 06-1110 06-1110
56 06-1261 06-1261
57 06-1293 06-1293
58 06-0614 06-0614
60 06-0926 06-0926
61 06-1116 06-1116
63 06-1335 06-1335
63.01 06-1335 06-1335
63.02 06-1335 06-1335
63.03 06-1335 06-1335
63.04 06-1335 06-1335
64 06-0468 06-0468
66 06-1036 06-1036
67 06-0838 06-0838
68 06-1026 06-1026
69 06-1107 06-1107
71 06-0798 06-0798
72 06-0933 06-0933
75 06-0797 06-0797
76 06-1106 06-1106
77 06-1167 06-1167
78 06-1250 06-1250
79 06-0889 06-0889
80 06-1032 06-1032
85 06-1212 06-1212
86 06-0831 06-0831
87 06-1253 06-1253
88 06-0982 06-0982
90 06-1020 06-1020
93 06-0830 06-0830
94 06-1204 06-1204
95 06-0474 06-0474
98 06-1155 06-1155
99 06-1285 06-1285
101 06-1190 06-1190
103 06-0904 06-0904
103.01 06-0904 06-0904
103.02 06-0904 06-0904
103.03 06-0904 06-0904
103.04 06-0904 06-0904
103.05 06-0904 06-0904
103.06 06-0904 06-0904
103.07 06-0904 06-0904
106 06-0992 06-0992
107 06-1283 06-1283
109 06-1343 06-1343
109.01 06-1343 06-1343
109.02 06-1343 06-1343
109.03 06-1343 06-1343
112 06-0819 06-0819
113 06-0929 06-0929
117 06-1163 06-1163
117.01 06-1163 06-1163
117.02 06-1163 06-1163
117.03 06-1163 06-1163
118 06-1009 06-1009
119 06-0625 06-0625
120 06-1082 06-1082
123 06-0919 06-0919
124 06-0847 06-0847
127 06-0385 06-0385
127.01 06-0385 06-0385
127.02 06-0385 06-0385
129 06-0839 06-0839
138 06-0800 06-0800
139 06-1194 06-1194
142 06-0848 06-0848
143 06-0844 06-0844
144 06-1290 06-1290
145 06-0930 06-0930
147 06-1080 06-1080
147.01 06-1080 06-1080
147.02 06-1080 06-1080
150 06-1280 06-1280
153 06-0849 06-0849
155 06-0828 06-0828
159 06-1344 06-1344
160 06-1117 06-1117
161 06-0786 06-0786
162 06-1168 06-1168
169 06-1306 06-1306
169.01 06-1306 06-1306
169.02 06-1306 06-1306
170 06-0738 06-0738
171 06-0924 06-0924
172 06-0851 06-0851
177 06-0841 06-0841
177.01 06-0841 06-0841
177.02 06-0841 06-0841
177.03 06-0841 06-0841
178 06-0795 06-0795
178.01 06-0795 06-0795
178.02 06-0795 06-0795
178.03 06-0795 06-0795
178.04 06-0795 06-0795
181 06-1247 06-1247
183 06-0906 06-0906
187 06-1040 06-1040
191 06-1083 06-1083
192 06-0742 06-0742
195 06-0740 06-0740
197 06-1030 06-1030
199 06-0667 06-0667
201 06-0867 06-0867
SPLIT LOANS
-----------
50-B 06-038 06-03
79-B 06-088 06-08
87-B 06-125 06-12
GCCFC 07-GG9 Loan ID Loan Name Property Name
-------------------- -------------------------------------------- -------------------------------------------
1 Xxxx Xxxxxxx Tower & Garage at Clarendon (1) Xxxx Xxxxxxx Tower & Garage at Clarendon
1.01 Xxxx Xxxxxxx Tower Xxxx Xxxxxxx Tower
1.02 Garage at Clarendon Garage at Clarendon
5 TIAA RexCorp Long Island Portfolio TIAA RexCorp Long Island Portfolio
5.01 00 Xxxxx Xxxxxxx Xxxx 00 Xxxxx Xxxxxxx Xxxx
5.02 00 Xxxxx Xxxxxxx Xxxx 00 Xxxxx Xxxxxxx Xxxx
5.03 000 Xxxxx Xxxxxxx Xxxx 000 Xxxxx Xxxxxxx Xxxx
5.04 00 Xxxxxxx Xxxxxxxxx Xxxxxxxxx 50 Xxxxxxx Xxxxxxxxx Boulevard
5.05 00 Xxxxx Xxxxxxx Xxxx 00 Xxxxx Service Road
6 Peachtree Center Peachtree Center
6.01 Peachtree Center - Marquis Peachtree Center - Marquis
6.02 Peachtree Center - 4 Pack Peachtree Center - 4 Pack
6.03 Xxxxxxxxx Xxxx Xxxxxxxxx Xxxx
0 Xxxxxxxx Xxxxx Pickwick Plaza
8 Xxxxxxxx Place I Xxxxxxxx Place I
11 Hyatt Regency- Bethesda Hyatt Regency- Bethesda
00 Xxxxxxxx Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxxxxxxx Portfolio
13.01 Savi Tech Center Savi Tech Center
13.02 Xxxxx Xxxxx Business Park Xxxxx Xxxxx Business Park
13.03 Gateway Corporate Center Gateway Corporate Center
13.04 Xxx Xxxxxxxx Xxxxxxxx Xxxx Xxx Xxxxxxxx Xxxxxxxx Xxxx
13.05 Poway Industrial Poway Industrial
13.06 South Coast Executive Center South Coast Executive Center
14 Omni Marathon Reckson Omni Marathon Reckson
16 Lake Marriott and Orchard Parkway Lake Marriott and Orchard Parkway
16.01 Lake Marriott Lake Marriott
16.02 Orchard Parkway Orchard Parkway
20 00 XXX Xxxxxxx 00 XXX Parkway
21 Savvis Data Center Savvis Data Center
23 Buckingham Portfolio Buckingham Portfolio
23.01 Reserve at Xxxxxxxx Xxxx Reserve at Xxxxxxxx Xxxx
23.02 Xxxxx Xxxxx Xxxxxxxxxx Xxxxx Xxxxx Xxxxxxxxxx
00.00 Xxxxx Xxx at Meridian Xxxxx Creek Bay at Meridian Xxxxx
23.04 Charter Oaks Apartments Charter Oaks Apartments
23.05 Fontenelle Apartments Fontenelle Apartments
23.06 Beech Grove Apartments Beech Grove Apartments
23.07 Regency Royale Apartments Regency Royale Apartments
24 Hawaiian Retail Portfolio Hawaiian Retail Portfolio
24.01 Azeka I & II Azeka I & II
24.02 Nimitz Center Nimitz Center
25 000 Xxxxx Xxxxxx 000 Xxxxx Xxxxxx
27 Fountains at Flamingo Fountains at Flamingo
31 Public Ledger Building Public Ledger Building
33 Sacramento Corporate Center Sacramento Corporate Center
00 Xxxxxx Xxxxxxxx Xxxx Xxxxxx Xxxxxxxx Xxxx
36 Xxxx Portfolio - Concord 6 Xxxx Portfolio - Concord 6
36.01 River Park River Park
36.02 Village at Brierfield Village at Brierfield
36.03 Alexander Place Alexander Place
36.04 Crossroads at Village Park Crossroads at Xxxxxxx Xxxx
00.00 Xxxxxx Xxxxx Xxxxxx Xxxxx
36.06 Hampton Forest Hampton Forest
37 Xxxx Portfolio - Concord 5 Xxxx Portfolio - Concord 5
00.00 Xxxxxxx Xxxxxxxx Xxxxxxx Crossing
37.02 Hampton Corners Hampton Corners
37.03 Coopers Ridge Coopers Ridge
37.04 Park Place Park Place
37.05 Crown Ridge Crown Ridge
38 Noble Tech Noble Tech
39 1305 Xxxx Xxxxxxx Road 1305 Xxxx Xxxxxxx Road
41 Aqua Xxx Xxxxxxxxxx Xxxx Xxx Xxxxxxxxxx
00 Xxxxxxxxx I Xxxxxxxxx I
45 Pines Center Pines Center
46 Xxxxxxxxx II Xxxxxxxxx II
47 2121 Xxxxx de Xxxx Boulevard 0000 Xxxxx xx Xxxx Xxxxxxxxx
00 Xxxxxxxxx Xxxxx Xxxxxxxxx Xxxxx
00 Xxxxxxxx Xxxxxx Abercorn Common
00 Xxxxx Xxxxxxxx Xxxxxxx Xxxxx Xxxxxxxx Xxxxxxx
00 Xxxxxxx Xxxx Xxxxxxxxxx Xxxxxxx Xxxx Apartments
52 Wisconsin Hotel Portfolio Wisconsin Hotel Portfolio
52.01 Radisson Paper Valley Hotel Radisson Paper Valley Hotel
52.02 Holiday Inn Neenah Riverwalk Holiday Inn Neenah Riverwalk
54 Verizon Wireless Center Verizon Wireless Center
55 Piazza Del Xxx Xxxxxx Del Sol
56 9350 Financial 9350 Financial
00 Xxxxxxx Xxxxxxxxxx Xxxxxxxxx Xxxxxxx Industrial Portfolio
00 Xxxx Xxxxxx Xxxxxxx Xxxx Xxxxxx Xxxxxxx
60 0000 Xxxxxx Xxxxxx 0000 Xxxxxx Xxxxxx
61 Valley Lo Towers II Valley Lo Towers II
63 First Industrial 5 First Industrial 5
63.01 Golden Triangle Golden Triangle
63.02 Eagandale Eagandale
63.03 6925 Washington 6925 Washington
63.04 6955 Washington 6955 Washington
00 Xxxxxxxxxxx Xxxxx Xxxxxxxxxxx Place
66 825 University 825 University
67 99-193 Aiea Heights 99-193 Aiea Heights
00 Xxxxxx Xxxxx Xxxxxx Xxxxx
69 Southpark Corporate Center II Southpark Corporate Center II
00 Xxxxxxxx Xxxxxx Xxxxx Xxxxxxxx Xxxxxx Xxxxx
72 TBC Place TBC Place
75 Sailpointe at Lake Monroe Sailpointe at Lake Monroe
76 Xxxxxxxxx Inn Xxxxxxxxx Inn
77 Kihei Kalama Kihei Kalama
00 Xxx Xxxxxx Xxx Xxxxxx
79 Sheraton Portland Sheraton Portland
00 Xxxxxx XX Xxxxxxx Xxxxxx XX Xxxxxxx
85 000 Xxxx Xxx Xxxxxxxxx 000 Xxxx Xxx Xxxxxxxxx
86 Research Corporate Center Research Corporate Center
00 Xxxxxx Xxxx Xxxxxx Xxxx
88 Polaris Center Polaris Center
90 1900 Campus Walk 1900 Campus Walk
00 Xxxx Xxxxxx Xxxxxxxxxx Xxxx Xxxxxx Xxxxxxxxxx
00 0000 Xxxx Xxxxxxx Xxxxxx 0000 Xxxx Xxxxxxx Xxxxxx
95 Shoppes at Bellemead Shoppes at Bellemead
98 Enterprise Mill Enterprise Mill
99 Holiday Inn Charlotte Holiday Inn Charlotte
000 Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx
103 DeMiguel and Xxxxxxx Portfolio DeMiguel and Xxxxxxx Portfolio
103.01 3730 and 0000 Xxxxxxx Xxxx 3730 and 0000 Xxxxxxx Xxxx
103.02 000 Xxx Xxxxxx 000 Xxx Xxxxxx
103.03 36 Edgewood 36 Edgewood
103.04 0000 Xxxxxxxxxxx Xxxx 0000 Xxxxxxxxxxx Xxxx
103.05 0000 Xxxxxx Xxxxxx 0000 Xxxxxx Xxxxxx
103.06 000 Xxxxx Xxxxxx 000 Xxxxx Xxxxxx
103.07 0000 Xxxxxxxxxxx Xxxx 0000 Xxxxxxxxxxx Xxxx
106 0000 Xxxx Xxxxx Xxxxxx 0000 Xxxx Xxxxx Xxxxxx
107 Allston Lofts Allston Lofts
109 First Industrial 3 First Industrial 3
109.01 0000 Xxxxxxxxx Xxxxxxx 0000 Xxxxxxxxx Terrace
109.02 0000 Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx
109.03 0000 00xx Xxxxxx 0000 00xx Xxxxxx
112 000-000 Xxxx Xxxxxx 000-000 Xxxx Xxxxxx
113 Homes of Azalea Park Homes of Azalea Park
117 Lone Star Storage Portfolio Lone Star Storage Portfolio
117.01 Lone Star Storage Bryan Lone Star Storage Bryan
117.02 Lone Star Storage Odessa Lone Star Storage Odessa
117.03 Lone Star Storage San Xxxxxx Lone Star Storage San Xxxxxx
118 1600 North Federal Highway 1600 North Federal Highway
119 The Steelyard The Steelyard
120 Comfort Inn Gunston Corner Comfort Inn Gunston Corner
000 Xxxxxxxx Xxxx Xxxxxxx XXX Xxxxxxxx Xxxx Xxxxxxx MHC
124 Hampton Inn Titusville Hampton Inn Titusville
127 StorQuest Self Storage Colorado StorQuest Self Storage Colorado
127.01 StorQuest Self Storage Colorado-Westminster StorQuest Self Storage Colorado-Westminster
127.02 StorQuest Self Storage Colorado-Centennial StorQuest Self Storage Colorado-Centennial
129 000 Xxxxx Xxxxx Xxxxx 000 Xxxxx Xxxxx Xxxxx
138 Shops at Cypress Shops at Cypress
139 Mini U Storage - Chantilly Mini U Storage - Chantilly
142 Hampton Inn Carbondale Hampton Inn Carbondale
143 Chouteau Crossing Chouteau Crossing
000 Xxxxxxxxx Xxxxxx Xxxxxxxxx Xxxxxx
145 4605 Post Oak 4605 Post Oak
147 Pasadena Properties Pasadena Properties
147.01 000 Xxxx Xxxxxx Xxxxxx 000 Xxxx Xxxxxx Xxxxxx
147.02 000 Xxxxxxx Xxxxx 000 Xxxxxxx Xxxxx
000 Xxxxxx Xxxxx Shopping Center Chapel Ridge Shopping Center
153 Comfort Inn Colorado Springs Comfort Inn Colorado Springs
000 Xxxxxxxxx Xxx & Xxxxxx Xxxxxxxxx Xxxxxxxxx Inn & Suites Asheville
159 First Industrial 4 First Industrial 4
000 Xxxx xx Xxxxxxx Motor Bank Bank of America Motor Bank
161 Mini U Storage - North Brunswick Mini U Storage - North Brunswick
000 Xxxxxxxx Xxxxxxx CVS Memorial Houston CVS
169 7410 Woodman & 20615 Vanowen 7410 Woodman & 20615 Vanowen
169.01 0000 Xxxxxxx Xxxxxx 0000 Xxxxxxx Xxxxxx
169.02 00000 Xxxxxxx Xxxxxx 00000 Xxxxxxx Xxxxxx
170 Holiday Inn Express Gastonia Holiday Inn Express Gastonia
171 A+ Storage Franklin A+ Storage Franklin
172 Hampton Inn Xxxxxx Xxxxxxx Inn Xxxxxx
177 Sealy Fulton Portfolio Sealy Fulton Portfolio
177.01 0000 Xxxx Xxxx Xxxxxxxxx 0000 Xxxx Xxxx Xxxxxxxxx
177.02 0000 Xxxxxxxx Xxxxx 0000 Xxxxxxxx Xxxxx
177.03 5425 Tulane 5425 Tulane
178 Advance Auto Parts I Advance Auto Parts I
178.01 Advance Auto Parts- Randleman Advance Auto Parts- Randleman
178.02 Advance Auto Parts Mexico Advance Auto Parts Mexico
178.03 Advance Auto Parts South Paris Advance Auto Parts South Paris
178.04 Advance Auto Parts Danville Advance Auto Parts Danville
181 Storquest Oakland Storquest Oakland
183 000 Xxxx Xxxxx (Winner's Corner) 000 Xxxx Xxxxx (Winner's Corner)
187 Eastern Hills Center - Phase L Eastern Hills Center - Phase X
000 000 Xxxxx Xxxxxxxxx 000 Xxxxx Xxxxxxxxx
000 Xxxxxx X'Xxxxx Xxxxxxxxxx Xxxxxx X'Xxxxx Apartments
000 Xxxxxxxxxx Xxxxxxxxxx Xxxxxxxxxx Xxxxxxxxxx
000 XXX Sachse NTB Sachse
199 0000 Xxxxxxx Xxxx, Xxxxxxxx X 0000 Xxxxxxx Xxxx, Xxxxxxxx X
201 5325 Xxxxx Xxxx 0000 Xxxxx Xxxx
SPLIT LOANS
-----------
00-X Xxxxx Xxxxxxxx Xxxxxxx Xxxxx Xxxxxxxx Xxxxxxx
79-B Sheraton Portland Sheraton Portland
00-X Xxxxxx Xxxx Xxxxxx Xxxx
(1) GCFP contributed 51% of the mortgage loan and Xxxxxx contributed 49%.
GCCFC 07-GG9 Loan ID General Property Type Detailed Property Type
-------------------- --------------------- ----------------------
1
1.01 Office General Urban
1.02 Other Parking Garage
5
5.01 Office General Suburban
5.02 Office General Suburban
5.03 Office General Suburban
5.04 Office General Suburban
5.05 Office General Suburban
6
6.01 Office General Urban
6.02 Office General Urban
6.03 Retail Anchored
7 Office General Suburban
8 Office General Urban
11 Hospitality Full Service
13
13.01 Office General Suburban
13.02 Office General Suburban
13.03 Office General Suburban
13.04 Office General Suburban
13.05 Office General Suburban
13.06 Office
14 Office General Suburban
16
16.01 Office General Suburban
16.02 Office General Suburban
20 Office General Suburban
21 Office Data Center
23
23.01 Multifamily Garden
23.02 Multifamily Garden
23.03 Multifamily Garden
23.04 Multifamily Garden
23.05 Multifamily Garden
23.06 Multifamily Garden
23.07 Multifamily Garden
24
24.01 Retail Unanchored
24.02 Retail Unanchored
25 Office Data Center
27 Multifamily Garden
31 Office General Urban
33 Office General Urban
35 Office General Urban
36
36.01 Multifamily Garden
36.02 Multifamily Garden
36.03 Multifamily Garden
36.04 Multifamily Garden
36.05 Multifamily Garden
36.06 Multifamily Garden
37
37.01 Multifamily Garden
37.02 Multifamily Garden
37.03 Multifamily Garden
37.04 Multifamily Garden
37.05 Multifamily Garden
38 Industrial Warehouse
39 Office General Suburban
41 Multifamily Mid rise
42 Office General Suburban
45 Retail Anchored
46 Office General Suburban
47 Office General Suburban
48 Office General Urban
49 Retail Anchored
50 Retail Anchored
51 Multifamily Garden
52
52.01 Hospitality Full Service
52.02 Hospitality Full Service
54 Office General Suburban
55 Office General Urban
56 Office General Suburban
57 Industrial Warehouse
58 Retail Anchored
60 Multifamily Student Housing
61 Multifamily Mid rise
63
63.01 Industrial Warehouse
63.02 Industrial Warehouse
63.03 Industrial Warehouse
63.04 Industrial Warehouse
64 Retail Shadow Anchored
66 Office General Suburban
67 Mixed Use Office/Lab
68 Multifamily Garden
69 Mixed Use Office/Warehouse
71 Office General Urban
72 Office General Suburban
75 Multifamily Garden
76 Hospitality Full Service
77 Retail Unanchored
78 Multifamily Other Multifamily
79 Hospitality Full Service
80 Office General Suburban
85 Office General Suburban
86 Office General Suburban
87 Office
88 Office General Suburban
90 Mixed Use Office/Retail/Hospitality
93 Multifamily Garden
94 Office General Suburban
95 Retail Unanchored
98 Mixed Use Office/Residential
99 Hospitality Full Service
101 Retail Unanchored
103
103.01 Multifamily Garden
103.02 Multifamily Garden
103.03 Multifamily Garden
103.04 Multifamily Garden
103.05 Multifamily Garden
103.06 Multifamily Garden
103.07 Multifamily Garden
106 Office General Urban
107 Multifamily Student Housing
109
109.01 Industrial Warehouse
109.02 Industrial Warehouse
109.03 Industrial Warehouse
112 Mixed Use Retail/Office
113 Multifamily Garden
117
117.01 Self-Storage Self-Storage
117.02 Self-Storage Self-Storage
117.03 Self-Storage Self-Storage
118 Other Ground Lease
119 Mixed Use Office/Retail
120 Hospitality Limited Service
123 Mobile Home Park General, suburban
124 Hospitality Limited Service
127
127.01 Self-Storage Self-Storage
127.02 Self-Storage Self-Storage
129 Retail Unanchored
138 Retail Shadow Anchored
139 Self-Storage Self-Storage
142 Hospitality Limited Service
143 Retail Anchored
144 Retail Unanchored
145 Office General Suburban
147
147.01 Office General Urban
147.02 Office General Suburban
150 Retail Anchored
153 Hospitality Limited Service
155 Hospitality Limited Service
159 Industrial Warehouse
160 Retail Single Tenant
161 Self-Storage Self-Storage
162 Retail Single Tenant
169
169.01 Multifamily Garden
169.02 Multifamily Garden
170 Hospitality Limited Service
171 Self-Storage Self-Storage
172 Hospitality Limited Service
177
177.01 Industrial Warehouse
177.02 Industrial Warehouse
177.03 Industrial Warehouse
178
178.01 Retail Single Tenant
178.02 Retail Single Tenant
178.03 Retail Single Tenant
178.04 Retail Single Tenant
181 Self-Storage Self-Storage
183 Retail Single Tenant
187 Retail Shadow Anchored
191 Retail Single Tenant
192 Multifamily Garden
195 Multifamily Garden
197 Retail Single Tenant
199 Industrial Warehouse
201 Industrial Warehouse
SPLIT LOANS
-----------
50-B
79-B
87-B
GCCFC 07-GG9 Loan ID Address
-------------------- ---------------------------------------------------
1
1.01 000 Xxxxxxxxx Xxxxxx
1.02 000 Xxxxxxxxx Xxxxxx
5
5.01 00 Xxxxx Xxxxxxx Xxxx
5.02 00 Xxxxx Xxxxxxx Xxxx
5.03 000 Xxxxx Xxxxxxx Xxxx
5.04 00 Xxxxxxx Xxxxxxxxx Xxxxxxxxx
5.05 00 Xxxxx Xxxxxxx Xxxx
6
6.01 Various
6.02 Various
6.03 000 Xxxxxxxxx Xxxxxx Xxxxxx XX
7 00 Xxxxx Xxxxxx
0 0000 Xxxxxx Xxxxxxxxx
11 7400 Wisconsin Avenue (One Bethesda Metro Center)
13
13.01 22705-22745 Savi Ranch Pkwy
13.02 22343-22349 & 00000 Xx Xxxxx Xxxxxx
13.03 0000 Xxxxxx Xxxxx Xxxxx
13.04 10965 & 10993 Xxx Xxxxxxxx Xxxxx
00.00 00000 Xxxxx Xxxxx
13.06 0000 Xxxxx Xxxxx Xxxxx
14 000 Xxxxx Xxxxxxxx Xxxxxxxxx
16
16.01 3001, 3003 and 0000 Xxxxxx Xxxxx, 0000 xxx
0000 Xxxxxx Xxxx Lane, 0000 Xxxxxxx Xxxxx Xxxxx and
0000 Xxx Xxxxxxxxx Xxxxx
16.02 3000 and 0000 Xxxxxxx Xxxxxxx
20 51 JFK Parkway
21 0000 Xxxxxxxxx Xxxxxx
23
23.01 0000 Xxxxxxxx Xxxx Xxxxxxxxx
23.02 0000 Xxxxx Xxxxx Xxxxx
23.03 0000 Xxxxx Xxx Xxxx
23.04 0000 Xxxxxxx Xxxxxx
23.05 000 Xxxx Xxxxxxx Xxxxx
23.06 0000 Xxxxx Xxxxx Xxxxx
23.07 0000 Xxxxx Xxxx Xxxxxx
24
24.01 0000-0000 Xxxxx Xxxxx Xxxx
24.02 1130 Nimitz Xxxxxxx
00 000 Xxxxx Xxxxxx
27 0000 Xxxx Xxxxxxxx Xxxx
31 000 Xxxxx Xxxxxxxxxxxx Xxxx Xxxx
33 000 X Xxxxxx
00 0000-0000 Xxxxx Xxxx Court
36
36.01 000 Xxxx Xxxxxx
36.02 00000 Xxxxx Xxxxx Xxxxx
36.03 000 Xxxxxxxx Xxxxx
36.04 0000 Xxxxxx Xxxxxx Xxxxx
36.05 000 Xxxxx Xxxx Xxxxxx
36.06 0000 Xxxxxxx Xxxxxx Xxxxx
37
37.01 000 Xxxxxx Xxxxx Xxxxxx
37.02 0000 Xxxx Xxxxx Xxxxx
37.03 0000 Xxxxxxx Xxxxx Xxxxx
37.04 000 Xxxxx Xxxxxx Xxxxxxxxx
37.05 0000 Xxxxx Xxxxxx Xxxxxx
38 28201-28213 Xxx Xxxx Xxx
00 0000 Xxxx Xxxxxxx Xxxx
41 121, 123, 125, 127, 000 0xx Xxxxxx
42 9601 Xxxxxxxxx Xxxx
00 00000 Xxxxx Xxxxxxxxx
46 0000 Xxxxxxxxx Xxxx
47 2121 Xxxxx xx Xxxx Xxxxxxxxx
00 0000 Xxxxx Xxxxxx
00 0000 Xxxxxxxx Xxxxxx
50 2360 Kaiahuna Xxxxxxxxxx Xxxxx
00 0000 Xxxxxxx Xxxxx
52
52.01 000 Xxxx Xxxxxxx Xxxxxx
52.02 000 Xxxx Xxxxxxxxx Xxxxxx
54 0000 Xxxxxxx Xxxxxx
55 0000 Xxxx Xxxxxx Xxxxxxxxx
56 0000 Xxxxx Xxxxx Xxxxxxx
57 220 Midland, 000 Xxxx Xxxx & 00 Xxxx Xxxx
58 22583-24361 Xxxxxxxxx Xxxxxxxxx
00 0000 Xxxxxx Xxxxxx
61 0000 Xxxxxxxx Xxxxxx
63
63.01 0000 Xxxxxx Xxxxxxxx Xxxxx
63.02 0000 Xxxxxxxxx Xxxxxx Xxxxx
63.03 0000-0000 Xxxxxxxxxx Xxxxxx
63.04 6955-6973 Washington
64 0000 Xxxx Xxxx Xxxx
66 000 Xxxxxxxxxx Xxxxxx
00 00-000 Xxxx Heights
68 1290 Hidden Ridge
69 0000 Xxxxxxxxx Xxxx
71 00 Xxxxxxxx Xxxxxxxxx
72 4021 and 0000 Xxxxxxx Xxxxx Xxxxx
75 401 West Xxxxxxxx Xxxxxxxxx
00 0000 Xxxxxx Xxx
77 0000-0000 Xxxxx Xxxxx Xxxx
78 6300 Roundrock Trail
79 0000 X.X. Xxxxxxx Xxx
80 2, 4 & 0 Xxxxxxxx Xxxx
85 000 Xxxx Xxx Xxxxxxxxx
86 8610 Explorer Drive
87 4550 New Xxxxxx Xxxx Xxxx
00 0000 Xxxx Xxxxx
90 1900-36 Campus Walk
93 3594 Mt. Xxxxxx Xxxxxxxxx
00 0000 Xxxx Xxxxxxx Avenue
95 0000 Xxxxxx Xxxxx
98 0000 Xxxxxx Xxxxxx
99 000 Xxxxx Xxxxxxx Xxxxxx
101 1621-1671 Xxxxxxx Xxxxxx
000
103.01 3730 and 0000 Xxxxxxx Xxxx
103.02 000 Xxx Xxxxxx
103.03 36 Edgewood
103.04 0000 Xxxxxxxxxxx Xxxx
103.05 0000 Xxxxxx Xxxxxx
103.06 000 Xxxxx Xxxxxx
103.07 0000 Xxxxxxxxxxx Xxxx
106 4411 Xxxx Xxxxx Xxxxxx
000 0000 Xxxxxxx Xxx
109
109.01 0000 Xxxxxxxxx Xxxxxxx Xxxxx
109.02 0000 Xxxxx Xxxxxx
109.03 0000 00xx Xxxxxx
112 000-000 Xxxx Xxxxxx & 9 Xxxxxx Avenue
113 0000 Xxxxxxxx Xxxxx
117
117.01 1079 North Xxxx Xxxxxx Freeway
117.02 0000 Xxxx 00xx Xxxxxx
117.03 0000 Xxxxxxxx Xxx
118 1600 North Federal Highway
119 1900, 1910, 0000 Xxxxx Xxxxxxxxx
000 0000 Xxxxxxxxxxx Xxxx
123 6530 Accent Lane
124 4760 Xxxxx Xxxxxx Boulevard
127
127.01 0000-0000 Xxxxxxxx Xxxxx
127.02 00000 Xxxx Xxxxxxxxx Xxxxxx
129 469 North Canon Drive & 9401-9411 South Santa
Xxxxxx Boulevard
138 5353, 5373, and 0000 Xxxxxxx Xxxxxx
139 13721 Wall Road
142 0000 Xxxx Xxxxxxx Xxxxxxx
143 4307-4357 Northeast Chouteau Trafficway
144 3739-3799 E. Desert Inn Road
145 4605 Post Oak Place Drive
147
147.01 000 Xxxx Xxxxxx Xxxxxx
147.02 000 Xxxxxxx Xxxxx
000 00000 Xxxxxxxxx Road
153 0000 Xxxxxxxx Xxxx
155 11 Rocky Xxxxx Xxxx
000 0000 Xxxxxx Xxxxxx
160 1025 Xxxxxxxx Boulevard
161 1256 How Lane
162 15010 Memorial Drive
169
169.01 0000 Xxxxxxx Xxxxxx
169.02 00000 Xxxxxxx Xxxxxx
170 0000 Xxxxxxxxx Xxxxx
171 0000 Xxxxxxxx Xxxxxx
172 0000 Xxxx Xxxx Xxxxxx
177
177.01 0000 Xxxx Xxxx Xxxxxxxxx
177.02 0000 Xxxxxxxx Xxxxx
177.03 5425 Tulane
178
178.01 000 Xxxx Xxxxx Xxxxxx
178.02 00 Xxxxx Xxxx
178.03 000 Xxxx Xxxxxx
178.04 0000 Xxxxx Xxxxxx Xxxx
181 0000 Xxxxxxxx Xxxxxx
183 000 Xxxx Xxxxx
187 10845 & 00000 Xxxxx Xxxxxxx Xxxxxx
191 656 North Xxxxxxxxx
192 0000 Xxxxxx X'Xxxxx Xxxxx
195 00 Xxxxxxxx Xxxxx
000 0000 Xxxxx Xxxxxxx 78
199 0000 Xxxxxxx Xxxx, Xxxxxxxx X
201 0000 Xxxxx Xxxx
SPLIT LOANS
-----------
50-B
79-B
87-B
GCCFC 07-GG9 Loan ID City County State Zip Code Original Balance
-------------------- ---------------- -------------- -------------- -------- -------------------
1 $640,500,000
1.01 Xxxxxx Xxxxxxx Xxxxxxxxxxxxx 00000
1.02 Xxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxxxxx 00000
5 $235,900,000
5.01 Melville Xxxxxxx Xxx Xxxx 00000
5.02 Melville Xxxxxxx Xxx Xxxx 00000
5.03 Melville Xxxxxxx Xxx Xxxx 00000
5.04 Uniondale Xxxxxx Xxx Xxxx 00000
5.05 Melville Xxxxxxx Xxx Xxxx 00000
6 $207,600,000
6.01 Xxxxxxx Xxxxxx Xxxxxxx 00000
6.02 Xxxxxxx Xxxxxx Xxxxxxx 00000
6.03 Xxxxxxx Xxxxxx Xxxxxxx 00000
0 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxx 00000 $200,000,000
0 Xxxxxxxxx Xxxxxxxxx Xxxxxxxx 00000 $176,000,000
00 Xxxxxxxx Xxxxxxxxxx Xxxxxxxx 00000 $140,000,000
13 $133,500,000
13.01 Xxxxx Xxxxx Xxxxxx Xxxxxxxxxx 00000
13.02 Xxxxx Xxxxx Xxxxxx Xxxxxxxxxx 00000
13.03 Diamond Bar Xxx Xxxxxxx Xxxxxxxxxx 00000
13.04 San Diego Xxx Xxxxx Xxxxxxxxxx 00000
13.05 Poway Xxx Xxxxx Xxxxxxxxxx 00000
13.06 Xxxxx Xxxx Xxxxxx Xxxxxxxxxx 00000
00 Xxxxxxxxx Xxxxxx Xxx Xxxx 00000 $108,000,000
16 $107,250,000
16.01 Xxxxx Xxxxx Xxxxx Xxxxx Xxxxxxxxxx 00000
16.02 Xxx Xxxx Xxxxx Xxxxx Xxxxxxxxxx 00000
00 Xxxxx Xxxxx Xxxxx Xxx Xxxxxx 00000 $87,500,000
00 Xxxxx Xxxxx Xxxxx Xxxxx Xxxxxxxxxx 00000 $68,000,000
23 $63,250,000
23.01 Xxxxxxxxxx Xxxxx Xxxxxxx 00000
23.02 Xxxxxxxxxxxx Xxxxxx Xxxxxxx 00000
23.03 Xxxxxxxxxxxx Xxxxxx Xxxxxxx 00000
23.04 Evansville Xxxxxxxxxxx Xxxxxxx 00000
23.05 Kokomo Xxxxxx Xxxxxxx 00000
23.06 Xxxxxxxxxxxxxx Xxxxx Xxxxxxx 00000
23.07 Xxxxxxxxx Xx. Xxxxxx Xxxxxxx 00000
24 $63,000,000
24.01 Xxxxx Xxxx Xxxxxx 00000
24.02 Xxxxxxxx Xxxxxxxx Xxxxxx 00000
00 Xxx Xxxx Xxxxx Xxxxx Xxxxxxxxxx 00000 $53,287,500
00 Xxx Xxxxx Xxxxx Xxxxxx 00000 $50,000,000
31 Philadelphia Xxxxxxxxxxxx Xxxxxxxxxxxx 00000 $42,500,000
33 Sacramento Xxxxxxxxxx Xxxxxxxxxx 00000 $40,750,000
00 Xxxxxx Xxxxxx Xxxxx 00000 $38,500,000
36 $36,100,000
36.01 Xxxxxxxxxxx Xxxxxxx Xxxxx Xxxxxxxx 00000
36.02 Xxxxxxxxx Xxxxxxxxxxx Xxxxx Xxxxxxxx 00000
36.03 Xxxxxxxxx Xxxxx Xxxxx Xxxxxxxx 00000
36.04 Xxxxxxxxx Xxxxxxxxxxx Xxxxx Xxxxxxxx 00000
36.05 Lexington Xxxxxxxx Xxxxx Xxxxxxxx 00000
36.06 Xxxxxxxxxx Xxxxxxxx Xxxxx Xxxxxxxx 00000
37 $36,100,000
37.01 Xxxxxxx Xxxxxxxx Xxxxx Xxxxxxxx 00000
37.02 Clemmons Xxxxxxx Xxxxx Xxxxxxxx 00000
37.03 Xxxxxxxxxx Xxxxxxxx Xxxxx Xxxxxxxx 00000
37.04 Anderson Xxxxxxxx Xxxxx Xxxxxxxx 00000
37.05 Xxxxxx Xxxxxxxxx Xxxxx Xxxxxxxx 00000
00 Xxxxxx Xxxxxx Xxxxxxxx 00000 $35,000,000
00 Xxxxxxxx Xxxxxxx Xxx Xxxx 00000 $35,000,000
00 Xxxxxxx Xxxxxxx Xxxxxxxxxx 00000 $34,000,000
00 Xxxxxxxxx Xxxxxxxxxx Xxxxxxxx 00000 $33,130,000
00 Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxx 00000 $32,400,000
00 Xxxxxxxxx Xxxxxxxxxx Xxxxxxxx 00000 $31,200,000
00 Xxxxx Xxxxxx Xxxxx-Xxxx Xxxxxxx 00000 $31,000,000
00 Xxxxx Xxxxxx Xxx Xxxxxxx Xxxxxxxxxx 00000 $31,000,000
00 Xxxxxxxx Xxxxxxx Xxxxxxx 00000 $30,000,000
00 Xxxxx Xxxxx Xxxxxx 00000 $29,120,000
00 Xxxxxxxxx Xxxxxxx Xxxxx 00000 $29,000,000
52 $27,940,000
52.01 Appleton Xxxxxxxxx Xxxxxxxxx 00000
52.02 Xxxxxx Xxxxxxxxx Xxxxxxxxx 00000
00 Xxxxxxxxxxx Xxxxxxxx Xxx Xxxxxx 00000 $25,000,000
00 Xxxx Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxxxx 00000 $25,000,000
00 Xxxxx Xxxxx-Xxxx Xxxxxxx 00000 $24,268,000
00 XxXxxxxxx Xxxxx Xxxxxxx 00000 $24,050,000
00 Xxxx Xxxxxx Xxxxxx Xxxxxxxxxx 00000 $24,000,000
00 Xxxxxxxx Xxxxxxx Xxxxxxxxxx 00000 $21,200,000
61 Glenview Xxxx Xxxxxxxx 00000 $21,000,000
63 $19,484,000
63.01 Xxxx Xxxxxxx Xxxxxxxx Xxxxxxxxx 00000
63.02 Xxxxx Xxxxxx Xxxxxxxxx 00000
63.03 Xxxxx Xxxxxxxx Xxxxxxxxx 00000
63.04 Xxxxx Xxxxxxxx Xxxxxxxxx 00000
64 Addison Xxxxxx Xxxxx 00000 $19,200,000
66 Norwood Xxxxxxx Xxxxxxxxxxxxx 00000 $19,000,000
67 Aiea Xxxxxxxx Xxxxxx 00000 $18,000,000
00 Xxxxxx Xxxxxx Xxxxx 00000 $18,000,000
00 Xxxxxx Xxxxxx Xxxxx 00000 $18,000,000
71 Hartford Xxxxxxxx Xxxxxxxxxxx 00000 $17,500,000
00 Xxxxxx Xxxxxx Xxxxx Xxxxxxxx 00000 $16,850,000
00 Xxxxxxx Xxxxxxxx Xxxxxxx 00000 $16,250,000
00 Xxxxxxx Xxxxxxxx Xxxxxxx 00000 $16,000,000
77 Xxxxx Xxxx Xxxxxx 00000 $16,000,000
00 Xxxxx Xxxxxx Xxxxx 00000 $15,725,000
79 Portland Xxxxxxxxx Xxxxxx 00000 $15,360,000
00 Xxxxxxx Xxxxxxx Xxx Xxxxxx 00000 $15,200,000
00 Xxxxxxx Xxxxxx Xxxxx 00000 $14,200,000
00 Xxxxxxxx Xxxxxxx Xx Xxxx Xxxxxxxx 00000 $14,080,000
00 Xxxxxxxxxx Xxx Xxxxxx Xxxxxxxx 00000 $14,000,000
88 Xxxxxxxx Xxxxxxxx Xxxx 00000 $14,000,000
90 Philadelphia Xxxxxxxxxxxx Xxxxxxxxxxxx 00000 $13,900,000
00 Xxxxxxxxx Xxxxxx Xxxxx Xxxxxxxxxx 00000 $13,700,000
94 Mesa Xxxxxxxx Xxxxxxx 00000 $13,500,000
95 Xxxxxxxxxx Xxxxx Xxxxxxxxx 00000 $13,500,000
00 Xxxxxxx Xxxxxxxx Xxxxxxx 00000 $13,100,000
00 Xxxxxxxxx Xxxxxxxxxxx Xxxxx Xxxxxxxx 00000 $12,900,000
000 Xxxxxx Xxxxxx Xxxxxxxxxx 00000 $12,600,000
103 $12,600,000
103.01 Redwood City Xxx Xxxxx Xxxxxxxxxx 00000
103.02 Redwood City Xxx Xxxxx Xxxxxxxxxx 00000
103.03 Redwood City Xxx Xxxxx Xxxxxxxxxx 00000
103.04 Redwood City Xxx Xxxxx Xxxxxxxxxx 00000
103.05 Redwood City Xxx Xxxxx Xxxxxxxxxx 00000
103.06 Redwood City Xxx Xxxxx Xxxxxxxxxx 00000
103.07 Xxxxx Xxxx Xxx Xxxxx Xxxxxxxxxx 00000
000 Xxxxxxx Xxx Xxxxxxx Xxxxxxxxxx 00000 $11,700,000
000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx 00000 $11,500,000
109 $11,338,000
109.01 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxx 00000
109.02 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxx 00000
109.03 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxx 00000
000 Xxx Xxxxxx Xxxxxxxxx Xxxxxxxxxxx 00000 $10,850,000
000 Xxxxxxxxxx Xxxxxx Xxxxx 00000 $10,600,000
117 $10,150,000
117.01 Xxxxx Xxxxxx Xxxxx 00000
117.02 Xxxxxx Xxxxx Xxxxx 00000
117.03 San Xxxxxx Xxx Xxxxx Xxxxx 00000
000 Xx Xxxxxxxxxx Xxxxxxx Xxxxxxx 00000 $9,661,502
000 Xxxxxxxxx Xxxxxxxxxxx Xxxxx Xxxxxxxx 00000 $9,600,000
000 Xxxxxx Xxxxxxx Xxxxxxxx 00000 $9,600,000
000 Xxx Xxxx Xxxxxx Xxxxx Xxxxxxx 00000 $9,200,000
000 Xxxxxxxxxx Xxxxxxx Xxxxxxx 00000 $9,000,000
127 $8,750,000
127.01 Westminster Xxxxxxxxx Xxxxxxxx 00000
127.02 Centennial Xxxxxxxx Xxxxxxxx 00000
000 Xxxxxxx Xxxxx Xxx Xxxxxxx Xxxxxxxxxx 00000 $8,250,000
000 Xxxxxxx Xxxxxx Xxxxxxxxxx 00000 $7,050,000
000 Xxxxxxx Xxxxxxx Xxxxxxxx 00000 $7,000,000
000 Xxxxxxxxxx Xxxxxxx Xxxxxxxx 00000 $6,850,000
000 Xxxxxx Xxxx Xxxx Xxxxxxxx 00000 $6,800,000
000 Xxx Xxxxx Xxxxx Xxxxxx 00000 $6,715,000
000 Xxxxxxx Xxxxxx Xxxxx 00000 $6,700,000
147 $6,600,000
147.01 Pasadena Xxx Xxxxxxx Xxxxxxxxxx 00000
147.02 Pasadena Xxx Xxxxxxx Xxxxxxxxxx 00000
000 Xxxx Xxxxx Xxxxx Xxxxxxx 00000 $6,400,000
000 Xxxxxxxx Xxxxxxx Xx Xxxx Xxxxxxxx 00000 $5,800,000
000 Xxxxxxxxx Xxxxxxxx Xxxxx Xxxxxxxx 00000 $5,500,000
000 Xxxxxxxxx Xxxxxx Xxxxxxxxx 00000 $5,180,000
000 Xxxxxxx Xxxxxx Xxxxx 00000 $5,071,000
000 Xxxxx Xxxxxxxxx Xxxxxxxxx Xxx Xxxxxx 00000 $5,000,000
000 Xxxxxxx Xxxxxx Xxxxx 00000 $5,000,000
169 $4,650,000
169.01 Xxx Xxxx Xxx Xxxxxxx Xxxxxxxxxx 00000
169.02 Winnetka Xxx Xxxxxxx Xxxxxxxxxx 00000
170 Gastonia Xxxxxx Xxxxx Xxxxxxxx 00000 $4,650,000
000 Xxxxxxxx Xxxxxxxxxx Xxxxxxxxx 00000 $4,400,000
172 Xxxxxx Xxxxx Xxxxxxxx 00000 $4,400,000
177 $4,100,000
177.01 Xxxxxxx Xxxxxx Xxxxxxx 00000
177.02 Xxxxxxx Xxxxxx Xxxxxxx 00000
177.03 Xxxxxxx Xxxxxx Xxxxxxx 00000
178 $3,975,000
178.01 Xxxxxxxxx Xxxxxxxx Xxxxx Xxxxxxxx 00000
178.02 Mexico Xxxxxx Xxxxx 00000
178.03 South Paris Xxxxxx Xxxxx 00000
178.04 Danville Xxxxxxxx Xxxxxxxx 00000
000 Xxxxxxx Xxxxxxx Xxxxxxxxxx 00000 $3,700,000
000 Xxxx Xxxxxx Xxxxxx 00000 $3,562,500
000 Xxxxxxxxx Xxxxx Xxxxxx 00000 $3,350,000
000 Xxxx Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxxxx 00000 $3,000,000
000 Xxxxx Xxxxxx Xxxx Xxxxxxxx 00000 $2,900,000
000 Xxxxxxxxxx Xxxxxx Xxxx 00000 $2,700,000
197 Sachse Xxxxxx Xxxxx 00000 $1,900,000
000 Xxxx Xxxxxx Xxxxxx 00000 $1,610,000
000 Xxxx Xxxxxx Xxxxxx 00000 $1,295,000
SPLIT LOANS
-----------
50-B $2,880,000.00
79-B $2,140,000.00
87-B $2,300,000.00
GCCFC 07-GG9 Loan ID Cut-off Date Balance Monthly Debt Service Gross Interest Rate Seasoning
-------------------- -------------------- -------------------- ------------------- ---------
1 $640,500,000.00 $3,038,274.02 5.5990% 2
1.01
1.02
5 $235,900,000.00 $1,128,607.85 5.6470% 1
5.01
5.02
5.03
5.04
5.05
6 $207,600,000.00 $1,063,038.87 6.0440% 2
6.01
6.02
6.03
7 $200,000,000.00 $1,050,555.56 6.2000% 1
8 $176,000,000.00 $912,709.11 6.1210% 3
11 $140,000,000.00 $682,013.89 5.7500% 2
13 $133,500,000.00 $650,235.85 5.7490% 2
13.01
13.02
13.03
13.04
13.05
13.06
14 $108,000,000.00 $513,406.50 5.6110% 1
16 $107,250,000.00 $583,168.90 6.4180% 2
16.01
16.02
20 $87,500,000.00 $418,623.09 5.6470% 1
21 $68,000,000.00 $404,486.62 5.9265% 1
23 $63,250,000.00 $332,988.41 6.2140% 4
23.01
23.02
23.03
23.04
23.05
23.06
23.07
24 $63,000,000.00 $326,655.00 6.1200% 5
24.01
24.02
25 $53,287,500.00 $329,817.76 6.2995% 1
27 $50,000,000.00 $237,518.75 5.6070% 1
31 $42,500,000.00 $212,080.90 5.8900% 3
33 $40,750,000.00 $219,643.63 6.3620% 3
35 $38,500,000.00 $192,609.62 5.9050% 0
36 $36,100,000.00 $178,308.93 5.8300% 4
36.01
36.02
36.03
36.04
36.05
36.06
37 $36,100,000.00 $182,590.79 5.9700% 4
37.01
37.02
37.03
37.04
37.05
38 $35,000,000.00 $198,067.87 5.4700% 2
39 $35,000,000.00 $167,449.24 5.6470% 1
41 $34,000,000.00 $195,229.73 5.6020% 2
42 $33,130,000.00 $164,340.90 5.8550% 3
45 $32,400,000.00 $191,368.43 5.8610% 1
46 $31,200,000.00 $154,767.17 5.8550% 3
47 $31,000,000.00 $179,001.89 5.6530% 4
48 $31,000,000.00 $151,096.15 5.7530% 0
49 $30,000,000.00 $173,531.23 5.6690% 2
50 $29,120,000.00 $186,323.79 6.6180% 2
51 $29,000,000.00 $174,915.13 6.0560% 2
52 $27,940,000.00 $184,830.09 6.2800% 3
52.01
52.02
54 $25,000,000.00 $156,049.24 6.3800% 2
55 $25,000,000.00 $121,851.74 5.7530% 0
56 $24,268,000.00 $118,941.85 5.7850% 2
57 $24,050,000.00 $119,299.69 5.8550% 2
58 $24,000,000.00 $147,070.43 6.2050% 5
60 $21,200,000.00 $108,359.38 6.0330% 5
61 $21,000,000.00 $106,358.58 5.9780% 1
63 $19,484,000.00 $94,421.63 5.7200% 2
63.01
63.02
63.03
63.04
64 $19,200,000.00 $120,978.50 6.4700% 6
66 $19,000,000.00 $89,999.57 5.5910% 3
67 $18,000,000.00 $109,334.98 6.1220% 5
68 $18,000,000.00 $90,890.00 5.9600% 4
69 $18,000,000.00 $86,505.63 5.6725% 3
71 $17,500,000.00 $108,320.24 6.3000% 4
72 $16,850,000.00 $99,491.11 5.8580% 3
75 $16,250,000.00 $92,378.99 6.7100% 1
76 $16,000,000.00 $81,346.89 6.0010% 2
77 $16,000,000.00 $77,714.00 5.7330% 3
78 $15,725,000.00 $77,910.39 5.8480% 2
79 $15,360,000.00 $106,172.51 6.7550% 1
80 $15,200,000.00 $78,026.46 6.0590% 3
85 $14,200,000.00 $67,214.71 5.5870% 3
86 $14,080,000.00 $84,199.58 5.9760% 5
87 $14,000,000.00 $91,708.26 6.8470% 2
88 $14,000,000.00 $83,631.29 5.9660% 3
90 $13,900,000.00 $85,666.07 6.2590% 1
93 $13,700,000.00 $72,891.61 6.2800% 2
94 $13,500,000.00 $79,814.46 5.8700% 0
95 $13,500,000.00 $81,347.70 6.0470% 4
98 $13,100,000.00 $75,758.73 5.6670% 2
99 $12,900,000.00 $74,822.61 5.6940% 1
101 $12,600,000.00 $76,103.22 6.0690% 2
103 $12,600,000.00 $79,416.97 6.4730% 4
103.01
103.02
103.03
103.04
103.05
103.06
103.07
106 $11,700,000.00 $71,203.96 6.1400% 4
107 $11,500,000.00 $65,968.33 5.5930% 2
109 $11,338,000.00 $59,940.23 6.2400% 2
109.01
109.02
109.03
112 $10,850,000.00 $64,445.59 5.9130% 3
113 $10,600,000.00 $69,104.07 6.8000% 4
117 $10,136,720.79 $61,869.52 6.1550% 1
117.01
117.02
117.03
118 $9,661,502.39 $50,831.58 6.2100% 5
119 $9,600,000.00 $61,533.34 6.6350% 4
120 $9,558,403.85 $61,982.10 6.0220% 3
123 $9,200,000.00 $55,929.92 6.1300% 4
124 $9,000,000.00 $53,094.68 5.8500% 3
127 $8,750,000.00 $53,727.38 6.2240% 3
127.01
127.02
129 $8,250,000.00 $48,564.85 5.8300% 4
138 $7,034,635.99 $42,041.95 5.9500% 2
139 $7,000,000.00 $40,517.20 5.6750% 2
142 $6,823,312.87 $41,732.13 6.1500% 4
143 $6,800,000.00 $42,561.12 6.4060% 4
144 $6,715,000.00 $40,255.50 5.9990% 1
145 $6,700,000.00 $40,952.85 6.1810% 1
147 $6,600,000.00 $38,097.56 5.6500% 1
147.01
147.02
150 $6,400,000.00 $37,527.75 5.7940% 2
153 $5,777,789.89 $35,673.88 6.2400% 4
155 $5,476,633.26 $35,942.59 6.1500% 3
159 $5,180,000.00 $25,717.26 5.8600% 2
160 $5,071,000.00 $26,379.06 6.1400% 4
161 $5,000,000.00 $29,567.30 5.8720% 6
162 $5,000,000.00 $24,039.93 5.6750% 2
169 $4,650,000.00 $27,909.00 6.0100% 1
169.01
169.02
170 $4,624,304.51 $30,902.09 6.3290% 4
171 $4,400,000.00 $25,948.98 5.8470% 1
172 $4,382,746.10 $26,709.26 6.1160% 4
177 $4,083,904.06 $24,872.28 6.1100% 4
177.01
177.02
177.03
178 $3,953,394.86 $26,680.74 6.4360% 4
178.01
178.02
178.03
178.04
181 $3,700,000.00 $17,987.04 5.7380% 2
183 $3,548,884.17 $21,934.93 6.2500% 4
187 $3,350,000.00 $20,084.94 6.0000% 3
191 $2,994,491.01 $18,692.33 5.6500% 1
192 $2,900,000.00 $17,008.45 5.7960% 3
195 $2,700,000.00 $15,856.09 5.8080% 2
197 $1,894,490.47 $11,606.11 6.1750% 3
199 $1,610,000.00 $9,652.76 6.0000% 5
201 $1,295,000.00 $7,764.18 6.0000% 5
SPLIT LOANS
-----------
50-B $2,880,000.00 2
79-B $2,140,000.00 1
87-B $2,300,000.00 2
GCCFC 07-GG9 Loan ID Original Term to Maturity (mos.) Stated Remaining Term to Maturity (mos.)
-------------------- --------------------------------- ----------------------------------------
1 120 118
1.01
1.02
5 120 119
5.01
5.02
5.03
5.04
5.05
6 66 64
6.01
6.02
6.03
7 120 119
8 120 117
11 60 58
13 60 58
13.01
13.02
13.03
13.04
13.05
13.06
14 120 119
16 63 61
16.01
16.02
20 120 119
21 120 119
23 84 80
23.01
23.02
23.03
23.04
23.05
23.06
23.07
24 60 55
24.01
24.02
25 120 119
27 120 119
31 60 57
33 60 57
35 84 84
36 120 116
36.01
36.02
36.03
36.04
36.05
36.06
37 84 80
37.01
37.02
37.03
37.04
37.05
38 120 118
39 120 119
41 120 118
42 120 117
45 120 119
46 120 117
47 120 116
48 120 120
49 120 118
50 120 118
51 120 118
52 60 57
52.01
52.02
54 122 120
55 120 120
56 120 118
57 48 46
58 120 115
60 60 55
61 60 59
63 60 58
63.01
63.02
63.03
63.04
64 120 114
66 84 81
67 120 115
68 120 116
69 120 117
71 120 116
72 120 117
75 60 59
76 60 58
77 120 117
78 60 58
79 120 119
80 84 81
85 120 117
86 120 115
87 120 118
88 120 117
90 120 119
93 120 118
94 120 120
95 120 116
98 120 118
99 120 119
101 60 58
103 120 116
103.01
103.02
103.03
103.04
103.05
103.06
103.07
106 121 117
107 120 118
109 36 34
109.01
109.02
109.03
112 120 117
113 60 56
117 120 119
117.01
117.02
117.03
118 120 115
119 120 116
120 120 117
123 120 116
124 60 57
127 120 117
127.01
127.02
129 120 116
138 120 118
139 120 118
142 60 56
143 120 116
144 120 119
145 120 119
147 120 119
147.01
147.02
150 120 118
153 120 116
155 120 117
159 48 46
160 60 56
161 120 114
162 60 58
169 120 119
169.01
169.02
170 120 116
171 120 119
172 84 80
177 60 56
177.01
177.02
177.03
178 120 116
178.01
178.02
178.03
178.04
181 120 118
183 120 116
187 120 117
191 120 119
192 120 117
195 120 118
197 120 117
199 120 115
201 120 115
SPLIT LOANS
-----------
50-B 120 118
79-B 120 119
87-B 120 118
GCCFC 07-GG9 Loan ID Original Interest Only Term (mos.) Original Amortization Term (mos.)
-------------------- ---------------------------------- ---------------------------------
1 120 NA
1.01
1.02
5 120 NA
5.01
5.02
5.03
5.04
5.05
6 66 NA
6.01
6.02
6.03
7 120 NA
8 120 XX
00 00 XX
00 00 XX
13.01
13.02
13.03
13.04
13.05
13.06
14 120 XX
00 00 XX
16.01
16.02
20 120 NA
21 23 360
23 84 NA
23.01
23.02
23.03
23.04
23.05
23.06
23.07
24 60 NA
24.01
24.02
25 23 360
27 120 XX
00 00 XX
00 00 XX
35 84 NA
36 120 NA
36.01
36.02
36.03
36.04
36.05
36.06
37 84 NA
37.01
37.02
37.03
37.04
37.05
38 60 360
39 120 NA
41 60 360
42 120 NA
45 60 360
46 120 NA
47 60 360
48 120 NA
49 60 360
50 60 360
51 36 360
52 36 300
52.01
52.02
54 24 360
55 120 XX
00 000 XX
00 00 XX
58 84 360
60 60 XX
00 00 XX
00 00 XX
63.01
63.02
63.03
63.04
64 24 360
66 84 NA
67 36 360
68 120 NA
69 120 NA
71 72 360
72 60 360
75 60 XX
00 00 XX
00 000 XX
00 60 NA
79 18 300
80 84 NA
85 120 NA
86 24 360
87 24 360
88 36 360
90 48 360
93 120 NA
94 0 360
95 12 360
98 60 360
99 24 360
101 24 360
103 60 360
103.01
103.02
103.03
103.04
103.05
103.06
103.07
106 60 360
107 60 360
109 36 NA
109.01
109.02
109.03
112 60 360
113 36 360
117 0 360
117.01
117.02
117.03
118 120 NA
119 24 360
120 0 300
123 36 360
124 12 360
127 60 360
127.01
127.02
129 60 360
138 0 360
139 24 360
142 0 360
143 24 360
144 60 360
145 60 360
147 24 360
147.01
147.02
150 36 360
153 0 360
155 0 300
159 48 NA
160 60 NA
161 24 360
162 60 NA
169 60 360
169.01
169.02
170 0 300
171 12 360
172 0 360
177 0 360
177.01
177.02
177.03
178 0 300
178.01
178.02
178.03
178.04
181 120 NA
183 0 360
187 24 360
191 0 300
192 36 360
195 36 360
197 0 360
199 60 360
201 60 360
SPLIT LOANS
-----------
50-B 60 360
79-B 18 300
87-B 24 360
GCCFC 07-GG9 Loan ID Remaining Interest Only Period (mos.) Remaining Amortization Term (mos.)
-------------------- ------------------------------------- ----------------------------------
1 118 NA
1.01
1.02
5 119 NA
5.01
5.02
5.03
5.04
5.05
6 64 NA
6.01
6.02
6.03
7 119 NA
8 117 XX
00 00 XX
00 00 XX
13.01
13.02
13.03
13.04
13.05
13.06
14 119 XX
00 00 XX
16.01
16.02
20 119 NA
21 22 360
23 80 NA
23.01
23.02
23.03
23.04
23.05
23.06
23.07
24 55 NA
24.01
24.02
25 22 360
27 119 XX
00 00 XX
00 00 XX
35 84 NA
36 116 NA
36.01
36.02
36.03
36.04
36.05
36.06
37 80 NA
37.01
37.02
37.03
37.04
37.05
38 58 360
39 119 NA
41 58 360
42 117 NA
45 59 360
46 117 NA
47 56 360
48 120 NA
49 58 360
50 58 360
51 34 360
52 33 300
52.01
52.02
54 22 360
55 120 XX
00 000 XX
00 00 XX
58 79 360
60 55 XX
00 00 XX
00 00 XX
63.01
63.02
63.03
63.04
64 18 360
66 81 NA
67 31 360
68 116 NA
69 117 NA
71 68 360
72 57 360
75 59 XX
00 00 XX
00 000 XX
00 58 NA
79 17 300
80 81 NA
85 117 NA
86 19 360
87 22 360
88 33 360
90 47 360
93 118 NA
94 0 360
95 8 360
98 58 360
99 23 360
101 22 360
103 56 360
103.01
103.02
103.03
103.04
103.05
103.06
103.07
106 56 360
107 58 360
109 34 NA
109.01
109.02
109.03
112 57 360
113 32 360
117 0 359
117.01
117.02
117.03
118 115 NA
119 20 360
120 0 297
123 32 360
124 9 360
127 57 360
127.01
127.02
129 56 360
138 0 358
139 22 360
142 0 356
143 20 360
144 59 360
145 59 360
147 23 360
147.01
147.02
150 34 360
153 0 356
155 0 297
159 46 NA
160 56 NA
161 18 360
162 58 NA
169 59 360
169.01
169.02
170 0 296
171 11 360
172 0 356
177 0 356
177.01
177.02
177.03
178 0 296
178.01
178.02
178.03
178.04
181 118 NA
183 0 356
187 21 360
191 0 299
192 33 360
195 34 360
197 0 357
199 55 360
201 55 360
SPLIT LOANS
-----------
50-B 58 360
79-B 17 300
87-B 22 360
GCCFC 07-GG9 Loan ID Interest Accrual Method (Actual/360 or 30/360) Administrative Fee Rate Master Servicing Fee
-------------------- ---------------------------------------------- ----------------------- --------------------
1 Actual/360 0.02033% 0.01000%
1.01
1.02
5 Actual/360 0.02033% 0.01000%
5.01
5.02
5.03
5.04
5.05
6 Actual/360 0.02033% 0.01000%
6.01
6.02
6.03
7 Actual/360 0.02033% 0.01000%
8 Actual/360 0.02033% 0.01000%
11 Actual/360 0.02033% 0.01000%
13 Actual/360 0.02033% 0.01000%
13.01
13.02
13.03
13.04
13.05
13.06
14 Actual/360 0.02033% 0.01000%
16 Actual/360 0.02033% 0.01000%
16.01
16.02
20 Actual/360 0.02033% 0.01000%
21 Actual/360 0.04033% 0.01000%
23 Actual/360 0.02033% 0.01000%
23.01
23.02
23.03
23.04
23.05
23.06
23.07
24 Actual/360 0.02033% 0.01000%
24.01
24.02
25 Actual/360 0.04033% 0.01000%
27 Actual/360 0.02033% 0.01000%
31 Actual/360 0.02033% 0.01000%
33 Actual/360 0.02033% 0.01000%
35 Actual/360 0.02033% 0.01000%
36 Actual/360 0.02033% 0.01000%
36.01
36.02
36.03
36.04
36.05
36.06
37 Actual/360 0.02033% 0.01000%
37.01
37.02
37.03
37.04
37.05
38 Actual/360 0.04533% 0.01000%
39 Actual/360 0.02033% 0.01000%
41 Actual/360 0.02033% 0.01000%
42 Actual/360 0.02033% 0.01000%
45 Actual/360 0.02033% 0.01000%
46 Actual/360 0.02033% 0.01000%
47 Actual/360 0.02033% 0.01000%
48 Actual/360 0.02033% 0.01000%
49 Actual/360 0.02033% 0.01000%
50 Actual/360 0.02033% 0.01000%
51 Actual/360 0.02033% 0.01000%
52 Actual/360 0.02033% 0.01000%
52.01
52.02
54 Actual/360 0.02033% 0.01000%
55 Actual/360 0.02033% 0.01000%
56 Actual/360 0.02033% 0.01000%
57 Actual/360 0.02033% 0.01000%
58 Actual/360 0.02033% 0.01000%
60 Actual/360 0.02033% 0.01000%
61 Actual/360 0.02033% 0.01000%
63 Actual/360 0.02033% 0.01000%
63.01
63.02
63.03
63.04
64 Actual/360 0.02033% 0.01000%
66 Actual/360 0.02033% 0.01000%
67 Actual/360 0.02033% 0.01000%
68 Actual/360 0.06033% 0.01000%
69 Actual/360 0.02033% 0.01000%
71 Actual/360 0.02033% 0.01000%
72 Actual/360 0.02033% 0.01000%
75 Actual/360 0.02033% 0.01000%
76 Actual/360 0.02033% 0.01000%
77 Actual/360 0.02033% 0.01000%
78 Actual/360 0.02033% 0.01000%
79 Actual/360 0.02033% 0.01000%
80 Actual/360 0.02033% 0.01000%
85 Actual/360 0.05033% 0.01000%
86 Actual/360 0.02033% 0.01000%
87 Actual/360 0.02033% 0.01000%
88 Actual/360 0.02033% 0.01000%
90 Actual/360 0.02033% 0.01000%
93 Actual/360 0.02033% 0.01000%
94 Actual/360 0.02033% 0.01000%
95 Actual/360 0.02033% 0.01000%
98 Actual/360 0.02033% 0.01000%
99 Actual/360 0.02033% 0.01000%
101 Actual/360 0.02033% 0.01000%
103 Actual/360 0.02033% 0.01000%
103.01
103.02
103.03
103.04
103.05
103.06
103.07
106 Actual/360 0.02033% 0.01000%
107 Actual/360 0.02033% 0.01000%
109 Actual/360 0.02033% 0.01000%
109.01
109.02
109.03
112 Actual/360 0.02033% 0.01000%
113 Actual/360 0.02033% 0.01000%
117 Actual/360 0.02033% 0.01000%
117.01
117.02
117.03
118 Actual/360 0.02033% 0.01000%
119 Actual/360 0.02033% 0.01000%
120 Actual/360 0.02033% 0.01000%
123 Actual/360 0.02033% 0.01000%
124 Actual/360 0.02033% 0.01000%
127 Actual/360 0.02033% 0.01000%
127.01
127.02
129 Actual/360 0.02033% 0.01000%
138 Actual/360 0.02033% 0.01000%
139 Actual/360 0.02033% 0.01000%
142 Actual/360 0.02033% 0.01000%
143 Actual/360 0.02033% 0.01000%
144 Actual/360 0.02033% 0.01000%
145 Actual/360 0.05033% 0.01000%
147 Actual/360 0.02033% 0.01000%
147.01
147.02
150 Actual/360 0.07033% 0.01000%
153 Actual/360 0.02033% 0.01000%
155 Actual/360 0.02033% 0.01000%
159 Actual/360 0.02033% 0.01000%
160 Actual/360 0.02033% 0.01000%
161 Actual/360 0.02033% 0.01000%
162 Actual/360 0.02033% 0.01000%
169 Actual/360 0.02033% 0.01000%
169.01
169.02
170 Actual/360 0.02033% 0.01000%
171 Actual/360 0.02033% 0.01000%
172 Actual/360 0.02033% 0.01000%
177 Actual/360 0.02033% 0.01000%
177.01
177.02
177.03
178 Actual/360 0.02033% 0.01000%
178.01
178.02
178.03
178.04
181 Actual/360 0.02033% 0.01000%
183 Actual/360 0.02033% 0.01000%
187 Actual/360 0.02033% 0.01000%
191 Actual/360 0.02033% 0.01000%
192 Actual/360 0.02033% 0.01000%
195 Actual/360 0.02033% 0.01000%
197 Actual/360 0.02033% 0.01000%
199 Actual/360 0.02033% 0.01000%
201 Actual/360 0.02033% 0.01000%
SPLIT LOANS
-----------
50-B Actual/360 0.02033% 0.01000%
79-B Actual/360 0.02033% 0.01000%
87-B Actual/360 0.02033% 0.01000%
GCCFC 07-GG9 Loan ID Primary Servicing Fee Ownership Interest (Fee/Leasehold) Mortgage Loan Seller Originator
-------------------- --------------------- ---------------------------------- -------------------- ----------
1 0.01000% GCFP/Xxxxxx GCFP/Xxxxxx
1.01 Fee Simple
1.02 Fee Simple / Leasehold
5 0.01000% GCFP GCFP
5.01 Fee Simple
5.02 Fee Simple
5.03 Leasehold
5.04 Leasehold
5.05 Fee Simple
6 0.01000% GCFP GCFP
6.01 Fee Simple
6.02 Fee Simple / Leasehold
6.03 Leasehold
7 0.01000% Fee Simple GCFP GCFP
8 0.01000% Fee Simple GCFP GCFP
11 0.01000% Leasehold GCFP GCFP
13 0.01000% GCFP GCFP
13.01 Fee Simple
13.02 Fee Simple
13.03 Fee Simple
13.04 Fee Simple
13.05 Fee Simple
13.06 Fee Simple
14 0.01000% Leasehold GCFP GCFP
16 0.01000% GCFP GCFP
16.01 Fee Simple
16.02 Fee Simple
20 0.01000% Fee Simple GCFP GCFP
21 0.03000% Fee Simple GCFP GCFP
23 0.01000% GCFP GCFP
23.01 Fee Simple
23.02 Fee Simple
23.03 Fee Simple
23.04 Fee Simple
23.05 Fee Simple
23.06 Fee Simple
23.07 Fee Simple
24 0.01000% GCFP GCFP
24.01 Fee Simple
24.02 Leasehold
25 0.03000% Fee Simple GCFP GCFP
27 0.01000% Fee Simple GCFP GCFP
31 0.01000% Fee Simple GCFP GCFP
33 0.01000% Fee Simple GCFP GCFP
35 0.01000% Fee Simple GCFP GCFP
36 0.01000% GCFP GCFP
36.01 Fee Simple
36.02 Fee Simple
36.03 Fee Simple
36.04 Fee Simple
36.05 Fee Simple
36.06 Fee Simple
37 0.01000% GCFP GCFP
37.01 Fee Simple
37.02 Fee Simple
37.03 Fee Simple
37.04 Fee Simple
37.05 Fee Simple
38 0.03500% Fee Simple GCFP NY Credit
39 0.01000% Fee Simple GCFP GCFP
41 0.01000% Fee Simple GCFP GCFP
42 0.01000% Fee Simple GCFP GCFP
45 0.01000% Fee Simple GCFP GCFP
46 0.01000% Fee Simple GCFP GCFP
47 0.01000% Fee Simple GCFP GCFP
48 0.01000% Fee Simple GCFP GCFP
49 0.01000% Fee Simple / Leasehold GCFP GCFP
50 0.01000% Leasehold GCFP GCFP
51 0.01000% Fee Simple GCFP GCFP
52 0.01000% GCFP GCFP
52.01 Fee Simple
52.02 Fee Simple
54 0.01000% Fee Simple GCFP GCFP
55 0.01000% Fee Simple GCFP GCFP
56 0.01000% Fee Simple / Leasehold GCFP GCFP
57 0.01000% Fee Simple GCFP GCFP
58 0.01000% Fee Simple GCFP GCFP
60 0.01000% Fee Simple GCFP GCFP
61 0.01000% Fee Simple GCFP GCFP
63 0.01000% GCFP GCFP
63.01 Fee Simple
63.02 Fee Simple
63.03 Fee Simple
63.04 Fee Simple
64 0.01000% Leasehold GCFP GCFP
66 0.01000% Fee Simple GCFP GCFP
67 0.01000% Fee Simple GCFP GCFP
68 0.05000% Fee Simple GCFP NY Credit
69 0.01000% Fee Simple GCFP GCFP
71 0.01000% Fee Simple GCFP GCFP
72 0.01000% Fee Simple GCFP GCFP
75 0.01000% Fee Simple GCFP GCFP
76 0.01000% Fee Simple GCFP GCFP
77 0.01000% Fee Simple GCFP GCFP
78 0.01000% Fee Simple GCFP GCFP
79 0.01000% Leasehold GCFP GCFP
80 0.01000% Fee Simple GCFP GCFP
85 0.04000% Fee Simple GCFP NY Credit
86 0.01000% Fee Simple GCFP GCFP
87 0.01000% Fee Simple GCFP GCFP
88 0.01000% Fee Simple GCFP GCFP
90 0.01000% Leasehold GCFP GCFP
93 0.01000% Fee Simple GCFP GCFP
94 0.01000% Fee Simple GCFP GCFP
95 0.01000% Fee Simple GCFP GCFP
98 0.01000% Fee Simple GCFP GCFP
99 0.01000% Leasehold GCFP GCFP
101 0.01000% Leasehold GCFP GCFP
103 0.01000% GCFP GCFP
103.01 Fee Simple
103.02 Fee Simple
103.03 Fee Simple
103.04 Fee Simple
103.05 Fee Simple
103.06 Fee Simple
103.07 Fee Simple
106 0.01000% Fee Simple GCFP GCFP
107 0.01000% Fee Simple GCFP GCFP
109 0.01000% GCFP GCFP
109.01 Fee Simple
109.02 Fee Simple
109.03 Fee Simple
112 0.01000% Fee Simple GCFP GCFP
113 0.01000% Fee Simple GCFP GCFP
117 0.01000% GCFP GCFP
117.01 Fee Simple
117.02 Fee Simple
117.03 Fee Simple
118 0.01000% Fee Simple GCFP Petra
119 0.01000% Fee Simple GCFP GCFP
120 0.01000% Fee Simple GCFP GCFP
123 0.01000% Fee Simple GCFP GCFP
124 0.01000% Fee Simple GCFP GCFP
127 0.01000% GCFP GCFP
127.01 Fee Simple
127.02 Fee Simple
129 0.01000% Fee Simple GCFP GCFP
138 0.01000% Fee Simple GCFP GCFP
139 0.01000% Fee Simple GCFP GCFP
142 0.01000% Fee Simple GCFP GCFP
143 0.01000% Fee Simple GCFP GCFP
144 0.01000% Fee Simple GCFP GCFP
145 0.04000% Fee Simple GCFP NY Credit
147 0.01000% GCFP GCFP
147.01 Fee Simple
147.02 Fee Simple
150 0.06000% Fee Simple GCFP GCFP
153 0.01000% Fee Simple GCFP GCFP
155 0.01000% Fee Simple GCFP GCFP
159 0.01000% Fee Simple GCFP GCFP
160 0.01000% Fee Simple / Leasehold GCFP NY Credit
161 0.01000% Fee Simple GCFP GCFP
162 0.01000% Fee Simple GCFP GCFP
169 0.01000% GCFP GCFP
169.01 Fee Simple
169.02 Fee Simple
170 0.01000% Fee Simple GCFP GCFP
171 0.01000% Fee Simple GCFP GCFP
172 0.01000% Fee Simple GCFP GCFP
177 0.01000% GCFP GCFP
177.01 Fee Simple
177.02 Fee Simple
177.03 Fee Simple
178 0.01000% GCFP GCFP
178.01 Fee Simple
178.02 Fee Simple
178.03 Fee Simple
178.04 Fee Simple
181 0.01000% Fee Simple GCFP GCFP
183 0.01000% Fee Simple GCFP GCFP
187 0.01000% Fee Simple GCFP GCFP
191 0.01000% Fee Simple GCFP GCFP
192 0.01000% Fee Simple GCFP GCFP
195 0.01000% Fee Simple GCFP GCFP
197 0.01000% Fee Simple GCFP GCFP
199 0.01000% Fee Simple GCFP GCFP
201 0.01000% Fee Simple GCFP GCFP
SPLIT LOANS
-----------
50-B 0.01000% GCFP GCFP
79-B 0.01000% GCFP GCFP
87-B 0.01000% GCFP GCFP
GCCFC 07-GG9 Loan ID Prepayment Type Crossed With Other Loans (Crossed Group)
-------------------- ---------------------------------------------- ----------------------------------------
1 Lockout/26_Defeasance/90_0%/4 NAP
1.01
1.02
5 Lockout/25_Defeasance/91_0%/4 NAP
5.01
5.02
5.03
5.04
5.05
6 Lockout/26_Defeasance/36_0%/4-SEE FOOTNOTE (7) NAP
6.01
6.02
6.03
7 Lockout/25_Defeasance/91_0%/4 NAP
8 Lockout/27_Defeasance/89_0%/4 NAP
11 Lockout/26_Defeasance or > YM or 1%/27_0%/7 NAP
13 Lockout/0_>YM or1%/56_0%/4 NAP
13.01
13.02
13.03
13.04
13.05
13.06
14 Lockout/25_Defeasance/91_0%/4 NAP
16 Lockout/26_Defeasance/33_0%/4 NAP
16.01
16.02
20 Lockout/25_Defeasance/91_0%/4 NAP
21 Lockout/25_Defeasance/91_0%/4 NAP
23 Lockout/28_> YM or 1%/53_0%/3 NAP
23.01
23.02
23.03
23.04
23.05
23.06
23.07
24 Lockout/29_Defeasance/27_0%/4 NAP
24.01
24.02
25 Lockout/25_Defeasance/91_0%/4 NAP
27 Lockout/25_Defeasance/91_0%/4 NAP
31 Lockout/27_Defeasance/28_0%/5 NAP
33 Lockout/27_Defeasance/8_0%/25 NAP
35 Lockout/24_Defeasance/56_0%/4 NAP
36 Lockout/28_Defeasance/88_0%/4 NAP
36.01
36.02
36.03
36.04
36.05
36.06
37 Lockout/28_Defeasance/52_0%/4 NAP
37.01
37.02
37.03
37.04
37.05
38 Lockout/38_Defeasance/78_0%/4 NAP
39 Lockout/25_Defeasance/91_0%/4 NAP
41 Lockout/26_Defeasance/90_0%/4 NAP
42 Lockout/27_Defeasance/89_0%/4 NAP
45 Lockout/25_Defeasance/91_0%/4 NAP
46 Lockout/27_Defeasance/89_0%/4 NAP
47 Lockout/28_Defeasance/88_0%/4 NAP
48 Lockout/24_Defeasance/92_0%/4 NAP
49 Lockout/26_Defeasance/90_0%/4 NAP
50 Lockout/26_Defeasance/90_0%/4 NAP
51 Lockout/30_> YM or 1%/86_0%/4 NAP
52 Lockout/27_Defeasance/29_0%/4 NAP
52.01
52.02
54 Lockout/26_Defeasance/92_0%/4 NAP
55 Lockout/24_Defeasance/92_0%/4 NAP
56 Lockout/26_Defeasance/90_0%/4 NAP
57 Lockout/26_Defeasance/19_0%/3 NAP
58 Lockout/29_Defeasance/88_0%/3 NAP
60 Lockout/29_Defeasance/28_0%/3 NAP
61 Lockout/25_> YM or 1%/31_0%/4 NAP
63 Lockout/23_> YM or 1%/33_0%/4 NAP
63.01
63.02
63.03
63.04
64 Lockout/30_Defeasance/86_0%/4 NAP
66 Lockout/27_Defeasance/54_0%/3 NAP
67 Lockout/29_Defeasance/88_0%/3 NAP
68 Lockout/0_> YM or 1%/116_0%/4 NAP
69 Lockout/27_Defeasance/90_0%/3 NAP
71 Lockout/28_Defeasance/88_0%/4 NAP
72 Lockout/27_Defeasance/89_0%/4 NAP
75 Lockout/25_Defeasance/31_0%/4 NAP
76 Lockout/26_Defeasance/30_0%/4 NAP
77 Lockout/27_Defeasance/89_0%/4 NAP
78 Lockout/26_Defeasance/27_0%/7 NAP
79 Lockout/25_Defeasance/91_0%/4 NAP
80 Lockout/27_Defeasance/53_0%/4 NAP
85 Lockout/12_> YM or 1%/104_0%/4 NAP
86 Lockout/29_Defeasance/88_0%/3 NAP
87 Lockout/26_Defeasance/91_0%/3 NAP
88 Lockout/27_Defeasance/89_0%/4 NAP
90 Lockout/25_Defeasance/91_0%/4 NAP
93 Lockout/26_Defeasance/90_0%/4 NAP
94 Lockout/24_Defeasance/91_0%/3 NAP
95 Lockout/28_Defeasance/88_0%/4 NAP
98 Lockout/26_Defeasance/90_0%/4 NAP
99 Lockout/25_Defeasance/91_0%/4 NAP
101 Lockout/11_> YM or 1%/42_0%/7 NAP
103 Lockout/28_Defeasance/88_0%/4 NAP
103.01
103.02
103.03
103.04
103.05
103.06
103.07
106 Lockout/28_Defeasance/89_0%/4 - SEE FOOTNOTE NAP
107 Lockout/26_Defeasance/91_0%/3 NAP
109 Lockout/0_>YM or1%/32_0%/4 NAP
109.01
109.02
109.03
112 Lockout/27_Defeasance/90_0%/3 NAP
113 Lockout/30_> YM or 1%/26_0%/4 NAP
117 Lockout/25_Defeasance/91_0%/4 NAP
117.01
117.02
117.03
118 Lockout/29_Defeasance/87_0%/4 NAP
119 Lockout/28_Defeasance/88_0%/4 NAP
120 Lockout/26_Defeasance/90_0%/4 NAP
123 Lockout/28_Defeasance/88_0%/4 NAP
124 Lockout/27_Defeasance/29_0%/4 NAP
127 Lockout/27_Defeasance/90_0%/3 NAP
127.01
127.02
129 Lockout/28_Defeasance/89_0%/3 NAP
138 Lockout/26_Defeasance/89_0%/5 NAP
139 Lockout/26_Defeasance/91_0%/3 NAP
142 Lockout/28_Defeasance/28_0%/4 NAP
143 Lockout/28_Defeasance/88_0%/4 NAP
144 Lockout/0_> YM or 1%/116_0%/4 NAP
145 Lockout/25_Defeasance/92_0%/3 NAP
147 Lockout/25_Defeasance/91_0%/4 NAP
147.01
147.02
150 Lockout/26_Defeasance/90_0%/4 NAP
153 Lockout/28_Defeasance/88_0%/4 NAP
155 Lockout/27_Defeasance/89_0%/4 NAP
159 Lockout/0_> YM or 1%/44_0%/4 NAP
160 Lockout/32_> YM or 1%/24_0%/4 NAP
161 Lockout/30_Defeasance/87_0%/3 NAP
162 Lockout/26_Defeasance/31_0%/3 NAP
169 Lockout/25_Defeasance/91_0%/4 NAP
169.01
169.02
170 Lockout/28_Defeasance/88_0%/4 NAP
171 Lockout/25_Defeasance/91_0%/4 NAP
172 Lockout/28_Defeasance/52_0%/4 NAP
177 Lockout/28_Defeasance/28_0%/4 NAP
177.01
177.02
177.03
178 Lockout/28_Defeasance/88_0%/4 NAP
178.01
178.02
178.03
178.04
181 Lockout/26_Defeasance/91_0%/3 NAP
183 Lockout/59_> YM or 1%/57_0%/4 NAP
187 Lockout/27_Defeasance/89_0%/4 NAP
191 Lockout/25_Defeasance/91_0%/4 NAP
192 Lockout/27_Defeasance/89_0%/4 NAP
195 Lockout/26_Defeasance/90_0%/4 NAP
197 Lockout/27_Defeasance/89_0%/4 NAP
199 Lockout/59_> YM or 1%/57_0%/4 NAP
201 Lockout/59_> YM or 1%/57_0%/4 NAP
SPLIT LOANS
-----------
50-B Lockout/26_Defeasance/90_0%/4 NAP
79-B Lockout/25_Defeasance/91_0%/4 NAP
87-B Lockout/26_Defeasance/91_0%/3 NAP
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 to the GCFP Mortgage Loan Purchase Agreement
-------------------------------------------------------
EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
Numerical references are to the corresponding Mortgage Loan representations and
warranties set forth in Exhibit B to the Mortgage Loan Purchase Agreement.
Numbers and titles correspond to the representation number and corresponding
titles in the related Mortgage Loan representations and warranties. The loan
numbers correspond to the control numbers listed in Annex A to the Prospectus
Supplement.
Any exception listed below in respect of a particular representation or warranty
shall also be deemed to apply to any other applicable representation or
warranty.
--------------------------------------------------------------------------------
3. Good Title; Conveyance
--------------------------------------------------------------------------------
Loan 39, Noble Tech: The Mortgagor has incurred subordinate debt
secured by the Mortgaged Property having a principal balance of $16
million as of the closing date of the Mortgage Loan, which debt is
subject to a related intercreditor and subordination agreement.
--------------------------------------------------------------------------------
11. Condition of Mortgaged Property; No Condemnation
--------------------------------------------------------------------------------
Loan 102, Enterprise Mill: The Mortgaged Property is currently
subject to a minor condemnation proceeding whereby the appropriate
governmental authority is seeking a small sliver of the Mortgaged
Property that is adjacent to public rights-of-way for the widening of
the roads. So long as such proceeding only relates to the portion of
the Mortgaged Property identified on Exhibit B to the related
security deed, the Mortgagor will be entitled to prosecute such
proceeding without the lender's involvement and will be entitled to
any award, payment or claim for damages related thereto.
--------------------------------------------------------------------------------
13. Insurance
--------------------------------------------------------------------------------
Loan 48, 0000 Xxxxx xx Xxxx Xxxxxxxxx: The deductible for windstorm
coverage may be up to 10% of the replacement cost of improvements
located on the Mortgaged Property.
--------------------------------------------------------------------------------
Loan 88, 520 Post Oak: The Mortgage Loan documents only provide that
the fire and extended perils insurance policy be equal to 100% of the
replacement cost of the Mortgaged Property.
--------------------------------------------------------------------------------
Loan 000, Xxxx xx Xxxxxxx Motor Bank: The Mortgagor is only required
to maintain general liability insurance unless and until the current
lease with a single tenant at the Mortgaged Property is terminated or
expires. Upon the termination or expiration of such lease, the
Mortgagor will be required to obtain the standard property insurance
coverage, but only in amounts necessary to have the Mortgaged
Property razed and all debris at the Mortgaged Property removed and
cleaned. The Mortgage Loan documents permit the insurance proceeds
from a casualty to be applied in accordance with the single tenant
lease, so long as the lease has not been terminated or expired.
--------------------------------------------------------------------------------
Loan 00, Xxxxx Xxxx Xxxxxx Xxxxx: The deductible for windstorm
coverage may not exceed the lesser of (a) 5% of the insurable value
of the improvements located on the Mortgaged Property or (b)
$1,000,000.
--------------------------------------------------------------------------------
26. Releases of Mortgaged Property
--------------------------------------------------------------------------------
Loan 102, Enterprise Mill: The Mortgagor is permitted to seek a
release of approximately 1.49 acres identified as Tract C on the
survey delivered to the lender in contemplation of closing upon the
satisfaction of certain underwriting conditions as detailed in
Section 41 of the Security Deed, including, without limitation, (i)
ensuring the release lot and the balance of the Mortgaged Property
comply with all zoning laws and both the release lot and the balance
of the Mortgaged Property will each be assessed as a separate tax
parcel, (ii) endorsements to the lender's title policy, and (iii)
rating agency approval.
--------------------------------------------------------------------------------
27. Local Law Compliance
--------------------------------------------------------------------------------
Loan 78, Sailpointe at Lake Monroe: The Mortgaged Property is
considered legal non-conforming because its use is not permitted
under current zoning. The Mortgagor is not required to maintain
ordinance and law insurance coverage due to the cost of maintaining a
separate policy. In lieu of such insurance, the Mortgagor and the
sponsor of the Mortgagor are liable for any losses incurred by the
lender for failure to maintain an "ordinance or law coverage" or
"enforcement" endorsement to the property damage insurance policy or
pursuant to a separate policy in amounts deemed commercially
reasonable by the lender so long as any improvements or the use of
the Mortgaged Property constitute legal non-conforming structures or
uses under current zoning ordinances.
--------------------------------------------------------------------------------
Loan 88, 520 Post Oak: There is a parking garage on the Mortgaged
Property which encroaches onto two setback lines, by 4 and 5 feet.
The Mortgaged Property is otherwise legal conforming except with
respect to the parking garage.
--------------------------------------------------------------------------------
28. Improvements
--------------------------------------------------------------------------------
Loan 72, Hidden Ridge: There were two buildings that encroached upon
building set-back lines. Because the Mortgaged Property was
constructed pursuant to a PUD, however, it is deemed to be a legal
non-conforming use.
--------------------------------------------------------------------------------
29. Single Purpose Entity
--------------------------------------------------------------------------------
Loan 000, Xxxx xx Xxxxxxx Motor Bank: The leasehold tenant who has
executed the Mortgage as an accommodation party is not an SPE.
--------------------------------------------------------------------------------
37. Licenses and Permits
--------------------------------------------------------------------------------
Loan 000, Xxxxxx Xxxxxxx: The Mortgagor does not have a certificate
of occupancy for the second floor of the retail building due to the
lack of elevator access. The seller who sold the Mortgaged Property
to the Mortgagor is responsible for installing the elevator
post-closing, at its sole cost and expense. Funds for the
installation of the elevator were withheld from the sales proceeds
and are being held by the title company pursuant to an escrow
agreement. At closing, the Mortgagor assigned to the lender all of
its rights under the escrow agreement and the funds held pursuant
thereto.
--------------------------------------------------------------------------------
38. Organization of Mortgagors; Affiliation with other Mortgagors
--------------------------------------------------------------------------------
Loan 114, First Industrial 3, Loan 169, First Industrial 4 and Loan
66, First Industrial 5: The related Mortgagors are affiliated with
each other.
--------------------------------------------------------------------------------
Loan 24, Hawaiian Retail Portfolio and Loan 80, Kihei Kalama: The
related Mortgagors are affiliated with each other.
--------------------------------------------------------------------------------
Loan 129, Hampton Inn Omaha, Loan 130, Hampton Inn Titusville, Loan
000, Xxxxxxx Xxx Xxxxxxxx Xxxxxxx, Loan 150, Hampton Inn Carbondale
and Loan 182, Hampton Inn Xxxxxx: The related Mortgagors are
affiliated with each other.
--------------------------------------------------------------------------------
Loan 209, 0000 Xxxxxxx Xxxx, Xxxxxxxx X and Loan 211, 0000 Xxxxx
Xxxx: The related Mortgagors are affiliated with each other.
--------------------------------------------------------------------------------
Loan 133, StorQuest Self Storage Colorado and Loan 191, StorQuest
Oakland: The related Mortgagors are affiliated with each other.
--------------------------------------------------------------------------------
Loan 147, Mini U Storage - Chantilly and Loan 172, Mini U Storage -
North Brunswick: The related Mortgagors are affiliated with each
other.
--------------------------------------------------------------------------------
Loan 00, Xxxxxxxx Xxxxxx and Loan 102, Enterprise Mill: The related
Mortgagors are affiliated with each other.
--------------------------------------------------------------------------------
Loan 43, Xxxxxxxxx I and Loan 47, Xxxxxxxxx II: The related
Mortgagors are affiliated with each other.
--------------------------------------------------------------------------------
Loan 00, Xxxx Xxxxxxxx xxx Xxxxxxx Xxxxxxx and Loan 36, Xxxxxx
Business Park: The related Mortgagors are affiliated with each other.
--------------------------------------------------------------------------------
Loan 43, Xxxxxxxxx I and Loan 47 Xxxxxxxxx II: The related Mortgagors
are affiliated with each other.
--------------------------------------------------------------------------------
Loan 5, TIAA RexCorp Long Island Portfolio, Loan 14, Omni Marathon
Reckson, Loan 20, 00 XXX Xxxxxxx and Xxxx 00, 0000 Xxxx Xxxxxxx Xxxx:
The related Mortgagors are affiliated with each other.
--------------------------------------------------------------------------------
Loan 53, Crown Pointe and Xxxxxx Xxxx: This is a single loan with two
borrowers. There is one promissory note which is secured by two (2)
Mortgages. Each borrower owns one of the properties secured by the
Mortgages. The borrowers are affiliated with each other.
--------------------------------------------------------------------------------
Loan 63, 0000 Xxxxxx Xxxxxx and Loan 113, Allston Lofts: The related
Mortgagors are affiliated with each other.
--------------------------------------------------------------------------------
Loan 6, Peachtree Center and Loan 75, TBC Place: The related
Mortgagors are affiliated with each other.
--------------------------------------------------------------------------------
Loan 38, Xxxx Portfolio, Concorde 5 and Loan 37, Xxxx, Concorde 6:
The related Mortgagors are affiliated with each other.
--------------------------------------------------------------------------------
Loan 21, Savvis Data Center and Loan 25, 000 Xxxxx Xxxxxx: The
related Mortgagors are affiliated with each other.
--------------------------------------------------------------------------------
39. Fee Simple Interest
--------------------------------------------------------------------------------
Loan 000, Xxxx xx Xxxxxxx Motor Bank: The Mortgage Loan is secured by
the Mortgagor's fee simple interest in the Mortgaged Property. In
addition, the Mortgaged Loan is secured by an accommodation leasehold
mortgage executed and delivered by the tenant under the Ground Lease,
which is an affiliate of the Mortgagor.
--------------------------------------------------------------------------------
40. Recourse
--------------------------------------------------------------------------------
Loan 000, Xxxxxx Xxxxxxx: Until the debt service coverage ratio on
the Mortgage Loan and the Mortgaged Property reaches at least 1.0x,
the Mortgagor and the sponsor of the Mortgage Loan are personally
liable for all interest payment on the Mortgage Loan to the extent
the interest reserve ($115,000) is insufficient to make such interest
payment. After the debt service coverage ratio reaches at least 1.0x,
the Mortgagor's and the sponsor's personal liability is limited to
customary carve-outs.
--------------------------------------------------------------------------------
Loan 00, Xxxx Xxxxxxxx xxx Xxxxxxx Xxxxxxx: The Mortgage Loan is not
recourse to the Mortgagor for breach of the environmental covenants
in the Mortgage Loan documents to the extent that the Mortgagor has
delivered one or more environmental liability policies covering the
Mortgaged Properties in form and content reasonably acceptable to the
lender and such environmental policy or policies are in full force
and effect (but only to the extent of payments made under such policy
or policies).
--------------------------------------------------------------------------------
Loan 36, Xxxxxx Business Park: The Mortgage Loan is not recourse to
the Mortgagor for breach of the environmental covenants in the
Mortgage Loan documents to the extent that the Mortgagor has
delivered one or more environmental liability policies covering the
Mortgaged Properties in form and content reasonably acceptable to the
lender and such environmental policy or policies are in full force
and effect.
--------------------------------------------------------------------------------
Xxxx 00, 0000 Xxxxxx Xxxx: The Mortgage Loan springs to full personal
recourse against the Mortgagor only in the event of certain
prohibited transfers of the Mortgaged Property or equity interests in
the Mortgagor or the Mortgagor's failure to maintain a "special
purpose entity" status, or if the Mortgagor, the guarantor and
certain other parties specified in the Mortgage Loan documents file a
voluntary petition in bankruptcy (or take a similar voluntary
insolvency action) or acquiesce in or consent to an involuntary
bankruptcy filing.
--------------------------------------------------------------------------------
41. Access; Tax Parcels
--------------------------------------------------------------------------------
Loan 173, Memorial Houston CVS: The Mortgaged Property does not
constitute one or more separate tax parcels. The Mortgagor is
required to effectuate tax parcel division no later than May 1, 2007.
--------------------------------------------------------------------------------
Loan 146, Shops at Cypress: The Mortgaged Property does not
constitute one or more separate tax parcels. Within one year after
the closing date of the Mortgage Loan, the Mortgagor is required to
provide to the lender at the Mortgagor's sole expense (a) evidence
satisfactory to the lender that the Mortgaged Property consists of
one or more separate tax parcels and (b) an endorsement to its
mortgagee title insurance policy insuring that fact.
--------------------------------------------------------------------------------
42. Financial Statements
--------------------------------------------------------------------------------
Loan 000, Xxxx xx Xxxxxxx Motor Bank: The Mortgagor is not obligated
to provide any rent rolls.
--------------------------------------------------------------------------------
46. Subordinate Debt.
--------------------------------------------------------------------------------
Loan 146, Shops at Cypress: The Mortgagor is permitted to incur
subordinate debt beginning on the third anniversary of the closing
date of the Mortgage Loan, subject to certain conditions, including
that (i) the combined loan-to-value ratio does not exceed 75%, (ii)
the combined debt service coverage ratio is not less than 1.05x, and
(iii) an intercreditor agreement is executed; provided that the
subordinate debt may not be secured by the Mortgaged Property without
the approval of the servicer and each rating agency.
--------------------------------------------------------------------------------
Loan 96, Town Center Apartments: The Mortgagor is permitted to incur
subordinate debt beginning on the third anniversary of the closing
date of the Mortgage Loan, subject to certain conditions, including
that the combined loan-to-value ratio does not exceed 60% and the
combined debt service coverage ratio is not less than 1.20x, and an
intercreditor agreement is executed; provided that the subordinate
debt may not be secured by the Mortgaged Property without the
approval of the servicer and each rating agency.
--------------------------------------------------------------------------------
Loan 39, Noble Tech: The Mortgagor has incurred subordinate debt
secured by the Mortgaged Property having a principal balance of $16
million as of the closing date of the Mortgage Loan, which debt is
subject to a related intercreditor and subordination agreement.
--------------------------------------------------------------------------------
Loan 000, Xxxxxxxx Xxxxx Xxxxx: The Mortgagor is entitled to incur
subordinate debt in connection with the development of an outparcel
or the expansion of in-line space, subject to the satisfaction of
certain conditions, including among other things: (a) the combined
loan-to-value ratio does not exceed 75%, (b) the combined debt
service coverage ratio is not less than 1.20x, (c) an intercreditor
agreement acceptable to the lender is executed and (d) rating agency
confirmation that the subordinate debt would not result in a
re-qualification, reduction or withdrawal of the then current ratings
of the Certificates.
--------------------------------------------------------------------------------
Loan 165, Fairfield Inn & Suites Asheville: The Mortgagor is entitled
to incur subordinate debt from its members, subject to certain
conditions specified in the loan documents, including that: (a) the
combined loan-to-value ratio does not exceed 85%; and (b) a
subordination and standstill agreement acceptable to the lender is
executed; provided that the subordinate debt may not be secured by
the mortgaged property without the approval of the special servicer
and each rating agency.
--------------------------------------------------------------------------------
47. Ground Leases Representations and Warranties
--------------------------------------------------------------------------------
B. Loan 103, Holiday Inn Charlotte: Pursuant to an Agreement Regarding
Lease among Bank of America, N.A., as ground lessor, the Mortgagor
and the lender, the lender may not sell, transfer or assign the
Mortgage Loan or the Mortgage Loan documents to an entity unless such
entity (i) is a Real Estate Mortgage Investment Conduit or similar
vehicle for securitization or (ii) has a tangible net worth of at
least $25,000,000. In addition, under the terms of the Ground Lease,
the ground lessor has the right to purchase the Mortgagor's leasehold
estate from the lender, at a purchase price equal to the principal of
and accrued and unpaid interest on the Mortgage Loan through the date
of purchase (but excluding any default interest or prepayment
premiums payable under the Mortgage Loan documents), within thirty
days after the date on which the lender forecloses on the Mortgage
pursuant to the terms of the Mortgage Loan documents. The sponsor of
the Mortgagor is personally liable for any difference between the
purchase price received from the ground lessor and all amounts due
under the Mortgage Loan documents, including the prepayment premium.
--------------------------------------------------------------------------------
B. Loan 82, Sheraton Portland: The Ground Lease is not assignable after
a foreclosure without the consent of the ground lessor, which consent
must be granted upon the satisfaction of certain conditions specified
in the Ground Lease.
--------------------------------------------------------------------------------
C. Loan 6, Peachtree Center: None of the Ground Leases require the
lender's consent prior to amendment or modification.
--------------------------------------------------------------------------------
C. Loan 00, Xxxxx Shopping Village: The Ground Lease does not provide
that it may not be amended or modified without the lender's consent.
--------------------------------------------------------------------------------
C. Loan 94, 1900 Campus Walk: The ground lessor may terminate the Ground
Lease, upon 90 days' prior written notice, in the event that for a
period of at least 18 months (not including periods of vacancy due to
renovation, alteration or repair and restoration), less than 50% of
the rentable square footage of the retail space is sublet to sublet
tenants who are operating or actively preparing to commence
operations. In the event of any such termination, the lessor must pay
directly to or at the written direction of the lender the amount
necessary to pay in full all of the obligations of the Mortgagor
under the Mortgage Loan (including any prepayment fee) or to defease
the Mortgage Loan.
--------------------------------------------------------------------------------
E. Loan 6, Peachtree Center: Each Ground Lease requires the ground
lessor to provide the lender with notice of any default under the
respective Ground Leases. However, none of the Ground Leases provide
that no notice given is effective against the lender unless a copy
has been delivered to the lender in the manner described in the
Ground Lease or ancillary agreement. The absence of such a provision,
however, is mitigated by the fact that a default by the Mortgagor
does not ripen into an event of default entitling the ground lessor
to terminate the Ground Lease until the lender is afforded the
opportunity to cure such Mortgagor default.
--------------------------------------------------------------------------------
G. Loan 6, Peachtree Center: With respect to the Ground Lease affecting
Xxxxxx Tower (Tract 3, Parcel 2), the lender has 10 days to cure a
monetary default and 30 days to cure a non-monetary default, provided
that if such non-monetary default is not susceptible of cure without
the lender obtaining possession of the subject parcel, the lender's
cure period may be extended for such period of time as is reasonably
necessary for the lender to obtain possession of the subject parcel.
With respect to the Ground Lease affecting the North Tower (Tract 1),
South Tower (Tract 2) and International Tower (Tract 4, Parcels 1, 2
and 4), the lender has 90 days to cure any default, without extension
for the lender to obtain possession of the subject parcels. With
respect to the Ground Leases affecting the remaining Mortgaged
Properties, the lender has 30 days to cure a monetary default and 90
days to cure a non-monetary default, without extension for the lender
to obtain possession of such Mortgaged Properties.
--------------------------------------------------------------------------------
G. Loan 82, Sheraton Portland: The Ground Lease allows for a
"reasonable" time to cure non-monetary defaults (30 days plus), but
does not specify the time allowed to take possession of the interest
of the lessee, if necessary.
--------------------------------------------------------------------------------
H Loan 5, TIAA RexCorp Long Island Portfolio: The Ground Lease for one
of the related Mortgaged Properties known as "395 N. Service Road"
expires on June 14, 2033. The ground lessor and the Mortgagor have
executed a new ground lease on substantially the same terms as the
existing Ground Lease. The new ground lease is expected to become
effective on June 14, 2033 and expires on June 14, 2081.
--------------------------------------------------------------------------------
I. Loan 00, Xxxxx Shopping Village: The Ground Lease provides that the
trustee for casualty proceeds must be a trust company or bank
designated by the tenant that is qualified to act as a trust company
in Hawaii, having its principal place of business in Honolulu.
--------------------------------------------------------------------------------
K. Loan 00, Xxxxx Shopping Village: The Ground lease requires the
landlord's consent, not to be unreasonably withheld, for subletting.
--------------------------------------------------------------------------------
L. Loan 6, Peachtree Center: In the case of each Ground Lease, (i) the
ground lessor is not required to enter into a new lease with the
mortgagee if the Ground Lease is terminated due to a default or in
connection with a bankruptcy by the ground lessee or otherwise, and
(ii) the ground lessor is not required to obtain the consent of the
Mortgagee prior to entering into any amendment of the Ground Lease.
The related Mortgagor has covenanted in the Mortgage Loan documents
not to amend or terminate any of the Ground Leases without Mortgagee
consent, and the sponsor of the Mortgagor has provided a personal
recourse guaranty with respect to such covenant.
--------------------------------------------------------------------------------
L. Loan 00, Xxxxx Shopping Village: The Ground Lease does not require
the ground lessor to enter into a new ground lease upon the
termination of the Ground Lease for any reason.
--------------------------------------------------------------------------------
L. Loan 94, 1900 Campus Walk: The lender is entitled to enter into a new
ground lease if the Ground Lease is terminated due to a default or in
connection with a bankruptcy by the ground lessee.
--------------------------------------------------------------------------------
55. Property Types
--------------------------------------------------------------------------------
Loan 72, Hidden Ridge: The Mortgage Loan documents do not contain
covenants that prohibit a change of use of the Mortgaged Property
without the lender's consent. However, the Mortgagor is obligated to
maintain the Mortgaged Property in compliance with all applicable
laws (including zoning laws).
--------------------------------------------------------------------------------
Exhibit B-39
Mortgage Loans Secured By A Leasehold Interest In All
Or A Material Portion Of The Related Mortgaged Property
-------------------------------------------------------
Loan No. Mortgage Loan/ Mortgaged Property
------------- ---------------------------------
6 Peachtree Center
12 Hyatt Regency - Bethesda
24 Hawaiian Retail Portfolio
50 Abercorn Common
00 Xxxxx Shopping Village
58 9350 Financial
103 Holiday Inn Charlotte
82 Sheraton Portland
67 Prestonwood Place
