EXHIBIT 10.2
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GS MORTGAGE SECURITIES CORPORATION II,
PURCHASER,
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,
SELLER
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of July 1, 2007
Series 2007-GG10
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This Mortgage Loan Purchase Agreement (this "Agreement"), dated as
of July 1, 2007, is between GS Mortgage Securities Corporation II, a Delaware
corporation, as purchaser (the "Purchaser"), and Greenwich Capital Financial
Products, Inc., a Delaware corporation, as seller (the "Seller").
Capitalized terms used in this Agreement not defined herein shall
have the meanings ascribed to them in the Pooling and Servicing Agreement, dated
as of July 1, 2007 (the "Pooling and Servicing Agreement"), among the Purchaser,
as seller, Wachovia Bank, National Association, as master servicer (the "Master
Servicer"), CWCapital Asset Management LLC, as special servicer (the "Special
Servicer"), and Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"), pursuant to
which the Purchaser will sell the Mortgage Loans (as defined herein) and certain
other commercial mortgage loans (including the Other Seller Interests (as
defined below)) to a trust fund (the "Trust Fund") and certificates representing
ownership interests in such mortgage loans will be issued by the Trust Fund. For
purposes of this Agreement, "Mortgage Loans" refers to the mortgage loans listed
on Exhibit A and "Mortgaged Properties" refers to the properties securing such
Mortgage Loans; provided that, in the case of each Joint Loan (as defined
below), if the context requires, the term "Mortgage Loan" shall refer to the
related Seller Interest (as defined below) with respect to such Joint Loan.
The Purchaser and the Seller wish to prescribe the manner of sale of
the Mortgage Loans from the Seller to the Purchaser and in consideration of the
premises and the mutual agreements hereinafter set forth, agree as follows:
SECTION 1 Sale and Conveyance of Mortgages; Possession of Mortgage
File. The Seller does hereby sell, transfer, assign, set over and convey to the
Purchaser subject to the rights of the other holders of interests in a Companion
Loan all of its right, title and interest in and to the Mortgage Loans
identified on Exhibit A (the "Mortgage Loan Schedule") including all interest
and principal received on or with respect to the Mortgage Loans after the
Cut-off Date (other than payments of principal and interest first due on the
Mortgage Loans on or before the Cut-off Date). With respect to each of the
mortgage loans identified on the Mortgage Loan Schedule as 0000 X Xxxxxx and
Xxxxx Fargo Tower (the "Xxxxxx Joint Loans"), the Seller will sell a 51% pari
passu interest and a 49% pari passu interest, respectively, in such mortgage
loans, and Xxxxxx Brothers Holdings Inc. ("Xxxxxx") will sell a 49% pari passu
interest and a 51% pari passu interest, respectively, in such mortgage loans
pursuant to a Mortgage Loan Purchase Agreement dated as of July 1, 2007 (the
"Xxxxxx Mortgage Loan Purchase Agreement"). With respect to the mortgage loan
identified on the Mortgage Loan Schedule as 000 Xxxx 00xx Xxxxxx (the "Wachovia
Joint Loan" and, together with the Xxxxxx Joint Loans, the "Joint Loans"), the
Seller will sell a 50% pari passu interest in such mortgage loan, and Wachovia
Bank, National Association ("Wachovia" and, together with Xxxxxx, the "Other
Sellers") will sell a 50% pari passu interest in such mortgage loan pursuant to
a Mortgage Loan Purchase Agreement dated as of July 1, 2007 (the "Wachovia
Mortgage Loan Purchase Agreement" and, together with the Xxxxxx Mortgage Loan
Purchase Agreement, the "Other Mortgage Loan Purchase Agreements"). With respect
to each Joint Loan, the Seller's interest in such Joint Loan that is being sold
to the Purchaser hereunder is referred to herein as the "Seller Interest"; and
the related Other Seller's interest in such Joint Loan that is being sold to the
Purchaser under the related Other Mortgage Loan Purchase Agreement is referred
to herein as the "Other Seller Interest". Upon the sale of the Mortgage Loans,
the ownership of each related Note, subject to the rights of the other holders
of interest in a Companion Loan, the Seller's interest in the related Mortgage
and the other contents of the related Mortgage File, will be vested in the
Purchaser and immediately thereafter the Trustee, and the ownership of records
and documents with respect to the related Mortgage Loan (other than a
Non-Serviced Companion Loan) prepared by or which come into the possession of
the Seller shall immediately vest in the Purchaser and immediately thereafter
the Trustee. The Purchaser will sell the Class A-1, Class A-2, Class A-3, Class
A-AB, Class A-4, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D,
Class E and Class F Certificates (the "Offered Certificates") to the
underwriters (the "Underwriters") specified in the Underwriting Agreement, dated
as of June 21, 2007 (the "Underwriting Agreement"), between the Purchaser and
the Underwriters, and the Purchaser will sell the Class X, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S,
Class R and Class LR Certificates (the "Private Certificates") to the initial
purchasers (the "Initial Purchasers" and, collectively with the Underwriters,
the "Dealers") specified in the Certificate Purchase Agreement, dated as of June
21, 2007 (the "Certificate Purchase Agreement"), between the Purchaser and
Initial Purchasers.
The sale and conveyance of the Mortgage Loans is being conducted on
an arms-length basis and upon commercially reasonable terms. As the purchase
price for the Mortgage Loans, the Purchaser shall pay to the Seller or at the
Seller's direction $4,656,603,876.70 (excluding accrued interest and certain
post-settlement adjustment for expenses incurred by the Underwriters on behalf
of the Depositor). The purchase and sale of the Mortgage Loans shall take place
on the Closing Date.
SECTION 2 Books and Records; Certain Funds Received After the
Cut-off Date. From and after the sale of the Mortgage Loans to the Purchaser,
record title to each Mortgage and the related Note shall be transferred to the
Trustee in accordance with this Agreement. Any funds due after the Cut-off Date
in connection with a Mortgage Loan received by the Seller shall be held in trust
for the benefit of the Trustee as the owner of such Mortgage Loan and shall be
transferred promptly to the Trustee. All scheduled payments of principal and
interest due on or before the Cut-off Date but collected after the Cut-off Date,
and recoveries of principal and interest collected on or before the Cut-off Date
(only in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date and principal prepayments thereon), shall belong to, and
shall be promptly remitted to, the Seller.
The transfer of each Mortgage Loan shall be reflected on the
Seller's balance sheets and other financial statements as a sale of the Mortgage
Loans by the Seller to the Purchaser. The Seller intends to treat the transfer
of each Mortgage Loan to the Purchaser as a sale for tax purposes.
The transfer of each Mortgage Loan shall be reflected on the
Purchaser's balance sheets and other financial statements as the purchase of the
Mortgage Loans by the Purchaser from the Seller. The Purchaser intends to treat
the transfer of each Mortgage Loan from the Seller as a purchase for tax
purposes. The Purchaser shall be responsible for maintaining, and shall
maintain, a set of records for each Mortgage Loan which shall be clearly marked
to reflect the transfer of ownership of each Mortgage Loan by the Seller to the
Purchaser pursuant to this Agreement.
SECTION 3 Delivery of Mortgage Loan Documents; Additional Costs and
Expenses. (a) The Purchaser hereby directs the Seller, and the Seller hereby
agrees, upon the transfer of the Mortgage Loans contemplated herein, to deliver
or cause to be delivered to the Trustee or a Custodian appointed thereby on the
dates set forth in Section 2.01 of the Pooling and Servicing Agreement, all
documents, instruments and agreements required to be delivered by the Purchaser
to the Trustee with respect to the Mortgage Loans under Section 2.01 of the
Pooling and Servicing Agreement, and meeting all the requirements of such
Section 2.01, provided that the Seller shall not be required to deliver any
draft documents, privileged communications, credit underwriting, due diligence
analyses or data or internal worksheets, memoranda, communications or
evaluations.
(b) The Seller shall deliver to the Master Servicer within 10
business days after the Closing Date, documents and records that (i) relate to
the servicing and administration of the Mortgage Loans, (ii) are reasonably
necessary for the ongoing administration and/or servicing of the Mortgage 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 Seller, together with (x) all
unapplied Escrow Payments in the possession or under control of the Seller that
relate to the Mortgage Loans and (y) a statement indicating which Escrow
Payments are allocable to such Mortgage Loans); provided that the Seller shall
not be required to deliver any draft documents, privileged or other
communications, credit underwriting, due diligence analyses or data or internal
worksheets, memoranda, communications or evaluations.
(c) Notwithstanding anything to the contrary in this Agreement, with
respect to each Joint Loan, the delivery of the required documents by the Seller
or the related Other Seller shall satisfy the delivery requirements of the
Seller hereunder except with respect to the Notes.
SECTION 4 Treatment as a Security Agreement. Pursuant to Section 1
hereof, the Seller has conveyed to the Purchaser all of its right, title and
interest in and to the Mortgage Loans. The parties intend that such conveyance
of the Seller's right, title and interest in and to the Mortgage Loans pursuant
to this Agreement shall constitute a purchase and sale and not a loan. If such
conveyance is deemed to be a pledge and not a sale, then the parties also intend
and agree that the Seller shall be deemed to have granted, and in such event
does hereby grant, to the Purchaser, a first priority security interest in all
of its right, title and interest in, to and under the Mortgage Loans, all
payments of principal or interest on such Mortgage Loans due after the Cut-off
Date, all other payments made in respect of such Mortgage Loans after the
Cut-off Date (other than scheduled payments of principal and interest due on or
before the Cut-off Date) and all proceeds thereof, and that this Agreement shall
constitute a security agreement under applicable law. If such conveyance is
deemed to be a pledge and not a sale, the Seller consents to the Purchaser
hypothecating and transferring such security interest in favor of the Trustee
and transferring the obligation secured thereby to the Trustee.
SECTION 5 Covenants of the Seller. The Seller covenants with the
Purchaser as follows:
(a) except with respect to a Non-Serviced Mortgage Loan, it shall
record or cause a third party to record in the appropriate public recording
office for real property the assignments of the Mortgage Loans, assignments of
assignment of leases, rents and profits and the assignments of Mortgage and each
related UCC-2 and UCC-3 financing statement referred to in the definition of
Mortgage File from the Seller to the Trustee in connection with the Pooling and
Servicing Agreement. All out of pocket costs and expenses relating to the
recordation or filing of such assignments, assignments of Mortgage and financing
statements shall be paid by the Seller. If any such document or instrument is
lost or returned unrecorded or unfilled, as the case may be, because of a defect
therein, then the Seller shall prepare a substitute therefore or cure such
defect of 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, the then holder of such Mortgage Loan).
(b) it shall take any action reasonably required by the Purchaser,
the Trustee or the Servicer in order to assist and facilitate the transfer of
the servicing of the Mortgage Loans to the Servicer, including effectuating the
transfer of any letters of credit with respect to any Mortgage Loan to the
Servicer on behalf of the Trustee for the benefit of Certificateholders. Prior
to the date that a letter of credit with respect to any Mortgage Loan is
transferred to the Servicer, the Seller will cooperate with the reasonable
requests of the Servicer or Special Servicer, as applicable, in connection with
effectuating a draw under such letter of credit as required under the terms of
the related Loan Documents. Notwithstanding the foregoing, this Section 5(b)
shall not apply with respect to a Non-Serviced Mortgage Loan;
(c) The Seller shall provide 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 and the Supplemental Servicer
Schedule;
(d) if during the period of time that the Underwriters are required,
under applicable law, to deliver a prospectus related to the Offered
Certificates in connection with sales of the Offered 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 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, Annex C-1
or Annex C-2 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 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 terms under this clause (d)
and not otherwise defined in this Agreement shall have the meanings set forth in
the Indemnification Agreement, dated June 21, 2007, between the Seller and the
Purchaser (the "Indemnification Agreement" and, together with this Agreement,
the "Operative Documents")); and
(e) 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 Paying Agent with
any Additional Form 10-D Disclosure and any Additional Form 10-K Disclosure set
forth next the Seller's name on Exhibit U and Exhibit V of the Pooling and
Servicing Agreement within the time periods set forth in the Pooling and
Servicing Agreement.
SECTION 6 Representations and Warranties.
(a) The Seller represents and warrants to 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 with full
power and authority to own its assets and conduct its business, 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 this
Agreement except where the failure to be so qualified would not have a
material adverse effect on its ability to perform its obligations
hereunder, and the Seller has taken all necessary action to authorize the
execution, delivery and performance under the Operative Documents and has
duly executed and delivered this Agreement and the Indemnification
Agreement, and has the power and authority to execute, deliver and perform
under this Agreement and each other Operative Document and all the
transactions contemplated hereby and thereby, including, but not limited
to, the power and authority to sell, assign, transfer, set over and convey
the Mortgage Loans in accordance with this Agreement;
(ii) Assuming the due authorization, execution and delivery of each
Operative Document by each party thereto other than the Seller, each
Operative Document will constitute 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 bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights generally, and by general principles of
equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law);
(iii) The execution and delivery of each Operative Document by the
Seller and the performance of its obligations hereunder and thereunder
will not conflict with any provision of any law or regulation to which the
Seller is subject, or conflict with, result in a breach of, or constitute
a default under, any of the terms, conditions or provisions of any of the
Seller's organizational documents or any agreement or instrument to which
the Seller is a party or by which it is bound, or any order or decree
applicable to the Seller, or result in the creation or imposition of any
lien on any of the Seller's assets or property, in each case which would
materially and adversely affect the ability of the Seller to carry out the
transactions contemplated by the Operative Documents;
(iv) There is no action, suit, proceeding or investigation pending
or, to the Seller's knowledge, threatened against the Seller in any court
or by or before any other governmental agency or instrumentality which
would materially and adversely affect the validity of the Mortgage Loans
or the ability of the Seller to carry out the transactions contemplated by
each Operative Document;
(v) 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 governmental agency, which default might have consequences
that, in Seller's good faith and reasonable judgment, is likely to
materially and adversely affect the condition (financial or other) or
operations of the Seller or its properties or might have consequences
that, in Seller's good faith and reasonable judgment, is likely to
materially and adversely affect its performance under any Operative
Document;
(vi) No consent, approval, authorization or order of 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, each
Operative Document or the consummation of the transactions contemplated
hereby or thereby, other than those which have been obtained by the
Seller;
(vii) The transfer, assignment and conveyance of the Mortgage Loans
by the Seller to the Purchaser is not subject to bulk transfer laws or any
similar statutory provisions in effect in any applicable jurisdiction; and
(viii) The Mortgage Loans were originated by a mortgagee approved by
the Secretary of Housing and Urban Development pursuant to Sections 203
and 211 of the Act, a savings and loan association, a savings bank, a
commercial bank, credit union, insurance company or other similar
institution which is supervised and examined by a federal or state
authority.
(b) The Purchaser represents and warrants to the Seller 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, with full
corporate power and authority to own its assets and conduct its business,
is duly qualified as a foreign corporation in good standing in all
jurisdictions in which the ownership or lease of its property or the
conduct of its business requires such qualification, except where the
failure to be so qualified would not have a material adverse effect on the
ability of the Purchaser to perform its obligations hereunder, and the
Purchaser has taken all necessary action to authorize the execution,
delivery and performance of this Agreement by it, and has the power and
authority to execute, deliver and perform this Agreement and all the
transactions contemplated hereby;
(ii) Assuming the due authorization, execution and delivery of this
Agreement by the Seller, this Agreement will constitute 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
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors' rights generally, and by general
principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law);
(iii) The execution and delivery of this Agreement by the Purchaser
and the performance of its obligations hereunder will not conflict with
any provision of any law or regulation to which the Purchaser is subject,
or conflict with, result in a breach of, or constitute a default under,
any of the terms, conditions or provisions of any of the Purchaser's
organizational documents or any agreement or instrument to which the
Purchaser is a party or by which it is bound, or any order or decree
applicable to the Purchaser, or result in the creation or imposition of
any lien on any of the Purchaser's assets or property, in each case which
would materially and adversely affect the ability of the Purchaser to
carry out the transactions contemplated by this Agreement;
(iv) There is no action, suit, proceeding or investigation pending
or, to the Purchaser's knowledge, threatened against the Purchaser in any
court or by or before any other governmental agency or instrumentality
which would materially and adversely affect the validity of this Agreement
or any action taken in connection with the obligations of the Purchaser
contemplated herein, or which would be likely to impair materially the
ability of the Purchaser to perform under the terms of this Agreement;
(v) The Purchaser 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 governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Purchaser or its properties or
might have consequences that would materially and adversely affect its
performance under any Operative Document;
(vi) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Purchaser of or compliance by the Purchaser with this
Agreement or the consummation of the transactions contemplated by this
Agreement other than those that have been obtained by the Purchaser.
(c) The Seller further makes the representations and warranties as
to the Mortgage Loans set forth in Exhibit B as of the Closing Date or other
date set forth in Exhibit B, which representations and warranties are subject to
the exceptions thereto set forth in Exhibit C; 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.
(d) Pursuant to the Pooling and Servicing Agreement, if any party
thereto discovers that any document constituting a part of a Mortgage File has
not been properly executed, is missing, contains information that does not
conform in any material respect with the corresponding information set forth in
the Mortgage Loan Schedule, or does not appear to be regular on its face (each,
a "Document Defect"), or discovers or receives notice of a breach of any
representation or warranty of the Seller made pursuant to Section 6(c) of this
Agreement with respect to any Mortgage Loan (a "Breach"), such party is required
to give prompt written notice thereof to the Seller.
(e) If any such Document Defect or Breach with respect to any
Mortgage Loan 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 Certificateholders therein, then such Document Defect shall
constitute a "Material Document Defect" or such Breach shall constitute a
"Material Breach," as the case may be. Promptly upon becoming aware of any such
Material Document Defect or Material Breach (including through a written notice
given by any party hereto, as provided above), the Seller, not later than 90
days from the earlier of the Seller's discovery or receipt of notice of such
Material Document Defect or Material Breach, as the case may be (or, in the case
of a Material Document Defect or Material Breach relating to a Mortgage Loan not
being a "qualified mortgage" within the meaning of the REMIC Provisions, not
later than 90 days of any party discovering such Material Document Defect or
Material Breach provided the Seller receives notice thereof in a timely manner),
cure the same in all material respects (which cure shall include payment of any
Additional Trust Fund Expenses associated therewith) or, if such Material
Document Defect or Material Breach, as the case may be, cannot be cured within
such 90 day period, repurchase the affected Mortgage Loan or any related REO
Property at the applicable Purchase Price by wire transfer of immediately
available funds to the Collection Account (or, in the case of a Non-Serviced
Mortgage Loan or an REO Property that relates to a Non-Serviced Mortgage Loan,
to the related REO Account); provided, however, that if (i) such Material
Document Defect or Material Breach is capable of being cured but not within such
90 day period, (ii) such Material Document Defect or Material Breach is not
related to any Mortgage Loan's not being a "qualified mortgage" within the
meaning of the REMIC Provisions and (iii) the Seller has commenced and is
diligently proceeding with the cure of such Material Document Defect or Material
Breach within such 90 day period, then the Seller shall have an additional 90
days to complete such cure or, in the event of a failure to so cure, to complete
such repurchase (it being understood and agreed that, in connection with the
Seller's receiving such additional 90 day period, the Seller shall deliver an
Officer's Certificate to the Trustee setting forth the reasons such Material
Document Defect or Material Breach is not capable of being cured within the
initial 90 day period and what actions the Seller is pursuing in connection with
the cure thereof and stating that the Seller anticipates that such Material
Document Defect or Material Breach will be cured within such additional 90 day
period); 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 Trustee 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 servicing released basis. The
Seller shall have no obligation to monitor the Mortgage Loans regarding the
existence of a breach or a 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. For purposes of this Section 6(e) 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 Certificateholders in such Mortgage
Loan and shall constitute a Material Breach.
(f) In connection with any repurchase of a Mortgage Loan pursuant to
this Section 6, the Pooling and Servicing Agreement shall provide that, subject
to Section 3.26 of the Pooling and Servicing Agreement, the Trustee, the
Custodian, the Master Servicer and the Special Servicer shall each tender to the
repurchasing entity, upon delivery to each of them of a receipt executed by the
repurchasing entity, all portions of the Mortgage File and other documents
pertaining to such Mortgage Loan possessed by it, and each document that
constitutes a part of the Mortgage File shall be endorsed or assigned to the
extent necessary or appropriate to the repurchasing entity or its designee in
the same manner, but only if the respective documents have been previously
assigned or endorsed to the Trustee, and pursuant to appropriate forms of
assignment, substantially similar to the manner and forms pursuant to which such
documents were previously assigned to the Trustee; provided that such tender by
the Trustee shall be conditioned upon its receipt from the Master Servicer of a
Request for Release and an Officer's Certificate to the effect that the
requirements for repurchase have been satisfied.
(g) The representations and warranties of the parties hereto shall
survive the execution and delivery and any termination of this Agreement and
shall inure to the benefit of the respective parties, notwithstanding any
restrictive or qualified endorsement on the Notes or Assignment of Mortgage or
the examination of the Mortgage Files.
(h) Each party hereby agrees to promptly notify the other party of
any breach of a representation or warranty contained in Section 6(c). The
Seller's obligation to cure any breach or repurchase or substitute any affected
Mortgage Loan pursuant to this Section 6 shall constitute the sole remedy
available to the Purchaser in connection with a breach of any of the Seller's
representations or warranties contained in this Section 6(c); provided, however,
that no limitation of remedy is implied with respect to the Seller's breach of
its obligation to cure, repurchase or substitute in accordance with the terms
and conditions of this Agreement.
(i) With respect to each Joint Loan, in the event that the related
Seller Interest is repurchased by the Seller pursuant to this Section 6 but the
related Other Seller Interest is not repurchased by the related Other Seller
pursuant to the related Other Mortgage Loan Purchase Agreement, the Seller and
the Purchaser hereby agree that the provisions in Section 3.32 of the Pooling
and Servicing Agreement shall govern the servicing and administration of such
Joint Loan and the rights and obligations of the Seller and the Purchaser with
respect to such Joint Loan.
SECTION 7 Review of Mortgage File. The Purchaser shall require the
Trustee or the Custodian pursuant to the Pooling and Servicing Agreement to
review the Mortgage Files pursuant to Section 2.02 of the Pooling and Servicing
Agreement and if it finds any document or documents not to have been properly
executed, or to be missing or to be defective on its face in any material
respect, to notify the Purchaser, which shall promptly notify the Seller.
SECTION 8 Conditions to Closing. The obligation of the Seller to
sell the Mortgage Loans shall be subject to the Seller having received the
purchase price for the Mortgage Loans as contemplated by Section 1. The
obligations of the Purchaser to purchase the Mortgage Loans shall be subject to
the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed
by it at or prior to the Closing Date pursuant to the terms of this Agreement
shall have been duly performed and complied with and all of the representations
and warranties of the Seller under this Agreement shall be true and correct in
all material respects as of the Closing Date, and no event shall have occurred
as of the Closing Date which would constitute a default under this Agreement,
and the Purchaser shall have received a certificate to the foregoing effect
signed by an authorized officer of the Seller substantially in the form of
Exhibit D.
The Pooling and Servicing Agreement (to the extent it affects the
obligations of the Seller hereunder), in such form as is agreed upon and
acceptable to the Purchaser, the Seller, the Underwriters and their respective
counsel in their reasonable discretion, shall be duly executed and delivered by
all signatories as required pursuant to the terms thereof.
(b) The Purchaser shall have received the following additional
closing documents:
(i) copies of the Seller's Articles of Association, charter, by-laws
or other organizational documents and all amendments, revisions,
restatements and supplements thereof, certified as of a recent date by the
Secretary of the Seller;
(ii) a certificate as of a recent date of the Secretary of State of
the State of Delaware to the effect that the Seller is duly organized,
existing and in good standing in the State of Delaware;
(iii) an opinion of counsel of the Seller, subject to customary
exceptions and carve-outs, in form substantially similar to the opinions
set forth in Exhibit E, acceptable to the Underwriters and each Rating
Agency; and
(iv) a letter from counsel of the Seller 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.
(c) The Offered Certificates shall have been concurrently issued and
sold pursuant to the terms of the Underwriting Agreement. The Private
Certificates shall have been concurrently issued and sold pursuant to the terms
of the Certificate Purchase Agreement.
(d) The Seller shall have executed and delivered concurrently
herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other
certificates of its officers or others and such other documents and opinions to
evidence fulfillment of the conditions set forth in this Agreement as the
Purchaser and its counsel may reasonably request.
SECTION 9 Closing. The closing for the purchase and sale of the
Mortgage Loans shall take place at the office of Cadwalader, Xxxxxxxxxx & Xxxx
LLP, New York, New York, at 10:00 a.m., on the Closing Date or such other place
and time as the parties shall agree. The parties hereto agree that time is of
the essence with respect to this Agreement.
SECTION 10 Expenses. The Seller will pay its pro rata share (the
Seller's pro rata portion to be determined according to the percentage that the
aggregate principal balance as of the Cut-off Date of all the Mortgage Loans
represents as to the aggregate principal balance as of the Cut-off Date of all
the mortgage loans to be included in the Trust Fund) of all costs and expenses
of the Purchaser in connection with the transactions contemplated herein,
including, but not limited to: (i) the costs and expenses of the Purchaser in
connection with the purchase of the Mortgage Loans; (ii) the costs and expenses
of reproducing and delivering the Pooling and Servicing Agreement and this
Agreement and printing (or otherwise reproducing,) and delivering the
Certificates; (iii) the reasonable and documented fees, costs and expenses of
the Trustee and its counsel; (iv) the fees and disbursements of a firm of
certified public accountants selected by the Purchaser and the Seller with
respect to numerical information in respect of the Mortgage Loans and the
Certificates included in the Prospectus, the Offering Circular (as defined in
the Indemnification Agreement) and any related 8-K Information (as defined in
the Underwriting Agreement), including the cost of obtaining any "comfort
letters" with respect to such items; (v) the costs and expenses in connection
with the qualification or exemption of the Certificates under state securities
or blue sky laws, including filing fees and reasonable fees and disbursements of
counsel in connection therewith; (vi) the costs and expenses in connection with
any determination of the eligibility of the Certificates for investment by
institutional investors in any jurisdiction and the preparation of any legal
investment survey, including reasonable fees and disbursements of counsel in
connection therewith; (vii) the costs and expenses in connection with printing
(or otherwise reproducing) and delivering the Registration Statement and
Prospectus and the reproducing and delivery of this Agreement and the furnishing
to the Underwriters of such copies of the Registration Statement, Prospectus and
this Agreement as the Underwriters may reasonably request; (viii) the fees of
the rating agency or agencies requested to rate the Certificates; and (ix) the
reasonable fees and expenses of Cadwalader, Xxxxxxxxxx & Xxxx LLP, counsel to
the Purchaser and the Underwriters.
SECTION 11 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement. Furthermore, the
parties shall in good faith endeavor to replace any provision held to be invalid
or unenforceable with a valid and enforceable provision which most closely
resembles, and which has the same economic effect as, the provision held to be
invalid or unenforceable.
SECTION 12 Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York without regard to conflicts of
law principles and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
SECTION 13 No Third-Party Beneficiaries. The parties do not intend
the benefits of this Agreement to inure to any third party except as expressly
set forth in Section 14.
SECTION 14 Assignment. The Seller hereby acknowledges that the
Purchaser has, concurrently with the execution hereof, executed and delivered
the Pooling and Servicing Agreement and that, in connection therewith, it has
assigned its rights hereunder to the Trustee for the benefit of the
Certificateholders. The Seller hereby acknowledges its obligations pursuant to
Sections 2.01, 2.02 and 2.03 of the Pooling and Servicing Agreement. This
Agreement shall bind and inure to the benefit of and be enforceable by the
Seller, the Purchaser and their permitted successors and assigns. The warranties
and representations and the agreements made by the Seller herein shall survive
delivery of the Mortgage Loans to the Trustee until the termination of the
Pooling and Servicing Agreement.
SECTION 15 Notices. All communications hereunder shall be in writing
and effective only upon receipt and (i) if sent to the Purchaser, will be
mailed, hand delivered, couriered or sent by facsimile transmission to it at 00
Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, to the attention of Xxxxx Xxxxxx
Xxxxxxxx, fax number (000) 000-0000, with a copy to Xxxxx Xxxxxxxxxx, fax number
(000) 000-0000, (ii) if sent to the Seller, will be mailed, hand delivered,
couriered or sent by facsimile transmission and confirmed to it at Greenwich
Capital Financial Products, Inc., 000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx
00000, to the attention of Xxxxxx Xxxx, fax number (000) 000-0000, with a copy
to Xxxx Xxxxxxxxx, Esq., fax number (000) 000-0000 and (iii) in the case of any
of the preceding parties, such other address as may hereafter be furnished to
the other party in writing by such parties.
SECTION 16 Amendment. This Agreement may be amended only by a
written instrument which specifically refers to this Agreement and is executed
by the Purchaser and the Seller. This Agreement shall not be deemed to be
amended orally or by virtue of any continuing custom or practice. No amendment
to the Pooling and Servicing Agreement which relates to defined terms contained
therein or any obligations or rights of the Seller whatsoever shall be effective
against the Seller unless the Seller shall have agreed to such amendment in
writing.
SECTION 17 Counterparts. This Agreement may be executed in any
number of counterparts, and by the parties hereto in separate counterparts, each
of which when executed and delivered shall be deemed to be an original and all
of which taken together shall constitute one and the same instrument.
SECTION 18 Exercise of Rights. No failure or delay on the part of
any party to exercise any right, power or privilege under this Agreement and no
course of dealing between the Seller and the Purchaser shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or
privilege under this Agreement preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. The rights and remedies
herein expressly provided are cumulative and not exclusive of any rights or
remedies which any party would otherwise have pursuant to law or equity. No
notice to or demand on any party in any case shall entitle such party to any
other or further notice or demand in similar or other circumstances, or
constitute a waiver of the right of either party to any other or further action
in any circumstances without notice or demand.
SECTION 19 No Partnership. Nothing herein contained shall be deemed
or construed to create a partnership or joint venture between the parties
hereto. Nothing herein contained shall be deemed or construed as creating an
agency relationship between the Purchaser and the Seller and neither party shall
take any action which could reasonably lead a third party to assume that it has
the authority to bind the other party or make commitments on such party's
behalf.
SECTION 20 Miscellaneous. This Agreement supersedes all prior
agreements and understandings relating to the subject matter hereof. Neither
this Agreement nor any term hereof may be waived, discharged or terminated
orally, but only by an instrument in writing signed by the party against whom
enforcement of the waiver, discharge or termination is sought.
SECTION 21 Further Assurances. The Seller and Purchaser each agree
to execute and deliver such instruments and take such further actions as any
party hereto may, from time to time, reasonably request in order to effectuate
the purposes and carry out the terms of this Agreement.
* * * * * *
IN WITNESS WHEREOF, the Purchaser and the Seller have caused their
names to be signed hereto by their respective officers thereunto duly authorized
as of the day and year first above written.
GS MORTGAGE SECURITIES
CORPORATION II
By: /s/ Xxx Xxxxx
--------------------------------------
Name: Xxx Xxxxx
Title: CFO
GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC.
By: /s/ Xxxxxx X. Xxxx
--------------------------------------
Name: Xxxxxx X. Xxxx
Title: Senior Vice President
EXHIBIT A
MORTGAGE LOAN SCHEDULE
2007-GG10 Greenwich Mortgage Loan Schedule
Control Loan Loan
Number Footnotes Number Group Property Name
-------- --------- ------- ------- ------------------------------------
2 2 07-0209 Group 1 Xxxxx Fargo Tower
3 2 07-0352 Group 1 Two California Plaza
4 06-1099 Group 1 TIAA RexCorp New Jersey Portfolio
4.01 06-1099 Group 1 7 Giralda Farms
4.02 06-1099 Group 1 1 Giralda Farms
4.03 06-1099 Group 1 000 XXX Xxxxxxx
4.04 06-1099 Group 1 3 Giralda Farms
4.05 06-1099 Group 1 000 XXX Xxxxxxx
4.06 06-1099 Group 1 00 Xxxxxxxx Xxxx
5 07-0195 Group 1 000 Xxxxxxxx Xxxxxx
7 06-1016 Group 1 TIAA RexCorp Plaza
8 07-0170 Group 1 InTown Suites Portfolio
8.01 07-0170 Group 1 Chesapeake
8.02 07-0170 Group 1 Xxxxxxx
8.03 07-0170 Group 0 Xxxxxxxxx Xxxxx
8.04 07-0170 Group 1 Roswell
8.05 07-0170 Group 0 Xxxxxxxx Xxxxx
8.06 07-0170 Group 1 Ashley Phosphate
8.07 07-0170 Group 1 Newport News North
8.08 07-0170 Group 0 Xxxxxx Xxxx
8.09 07-0170 Group 1 Indian Trail
8.10 07-0170 Group 1 Oxmoor
8.11 07-0170 Group 1 Indianapolis Northwest
8.12 07-0170 Group 1 Mobile West
8.13 07-0170 Group 0 Xxxxxxx Xxxxxxx
8.14 07-0170 Group 1 Raleigh
8.15 07-0170 Group 1 St. Xxxxxxx
8.16 07-0170 Group 1 Indianapolis East
8.17 07-0170 Group 1 Forest Park
8.18 07-0170 Group 1 Dayton
8.19 07-0170 Group 1 Douglasville
8.20 07-0170 Group 1 Lilburn
8.21 07-0170 Group 1 Columbus East
8.22 07-0170 Group 1 Xxxxxxxxx
8.23 07-0170 Group 1 Xxxxxxxx
8.24 07-0170 Group 1 Greenville South
8.25 07-0170 Group 1 Columbia Northwest
8.26 07-0170 Group 1 Columbus North
8.27 07-0170 Group 1 Xxxxxxx
8.28 07-0170 Group 1 Lithia Springs
8.29 07-0170 Group 1 Pittsburgh
8.30 07-0170 Group 1 UNC
8.31 07-0170 Group 1 Charleston Central
8.32 07-0170 Group 1 Greenville North
8.33 07-0170 Group 1 Gwinnett
8.34 07-0170 Group 1 Woodstock
8.35 07-0170 Group 1 Warner Xxxxxxx
9 2, 4 07-0353 Group 1 000 Xxxxx Xxxx Xxxxxx
10 5 06-1086 Group 2 Harbor Point Apartments
11 6 07-0056 Group 1 000 Xxxx 00xx Xxxxxx
12 06-1300 Group 0 0000 X Xxxxxx
00 0 06-0959 Group 1 0000 Xxxxxx Xxxxxxxxx
14 4 06-1328 Group 1 Disney Building
16 9 07-0294 Group 0 00 Xxxxxxxx Xxxxxx
00 00 07-0347 Group 1 Xxxxxxxx Xxxxx
19 2, 4 07-0354 Group 1 Xxxxxxx Anaheim Portfolio
19.01 07-0354 Group 1 500 Orange Tower
19.02 07-0354 Group 1 24 Hour Fitness
20 11 07-0210 Group 1 Great Escape Theatres
20.01 07-0210 Group 1 New Albany 16
20.02 07-0210 Group 1 Clarksville 16
20.03 07-0210 Group 1 XxXxxxxxx 16
20.04 07-0210 Group 1 Moline 14
20.05 07-0210 Group 1 Xxxxxx 14
20.06 07-0210 Group 1 Bowling Green 12
20.07 07-0210 Group 1 X'Xxxxxx 14
20.08 07-0210 Group 1 Williamsport 12
20.09 07-0210 Group 1 Noblesville 10
20.10 07-0210 Group 1 Seymour 8
20.11 07-0210 Group 1 Bedford 7
22 07-0042 Group 1 000 Xxxxxxxx Xxxxxxxxx
23 06-1363 Group 1 Hyatt Regency Penn's Landing
24 4 07-0138 Group 1 Crescent
25 4, 12 06-1326 Group 1 0000 00xx Xxxxxx
26 07-0126 Group 0 Xxxxxxxxx Xxx Xxxxxxxxxx Xxx Xxxx
28 07-0078 Group 1 000 Xxxx Xxxxxxx Xxxxxxxxx
29 15 07-0247 Group 1 National Plaza I, II, III
30 15 07-0358 Group 1 0000 Xxxxxxxxx Xxxxx
31 07-0094 Group 0 0000 X Xxxxxx
00 0 06-1370 Group 1 The Wharf at Rivertown
34 2 07-0428 Group 1 Lincoln Town Center
35 4, 13, 15 06-1169 Group 0 Xxxxx Xxxx
36 4, 13, 15 06-1171 Group 0 Xxxxx Xxxxxx/Xxxxxx Xxxx
36.01 06-1171 Group 1 Crown Pointe
36.02 06-1171 Group 1 Xxxxxx Xxxx
37 07-0135 Group 1 GP2
37.01 07-0135 Group 1 Candlewood Suites Sterling
37.02 07-0135 Group 1 Staybridge Suites Memphis
37.03 07-0135 Group 1 Surburban Extended Stay Sterling
37.04 07-0135 Group 1 Candlewood Suites Xxxx Xxxx
37.05 07-0135 Group 1 Surburban Extended Stay Wilmington
37.06 07-0135 Group 1 Surburban Extended Stay Jacksonville
39 07-0145 Group 1 Holiday Inn Portfolio (Fixed)
39.01 07-0145 Group 1 Holiday Inn Lansing
39.02 07-0145 Group 1 Holiday Inn Express Pensacola
39.03 07-0145 Group 0 Xxxxx Xxxxx - Xxxxx Xxxxxx
39.04 07-0145 Group 1 Holiday Inn Pensacola
39.05 07-0145 Group 1 Holiday Inn Greentree Pittsburgh
39.06 07-0145 Group 1 Holiday Inn Winter Haven
39.07 07-0145 Group 0 Xxxxxx Xxxxx Xxxxx
39.08 07-0145 Group 1 Holiday Inn York
39.09 07-0145 Group 1 Holiday Inn Sheffield
39.10 07-0145 Group 1 Ramada Charleston
39.11 07-0145 Group 1 Holiday Inn Lancaster
41 07-0079 Group 1 Xxxxxx Airport Center II
41.01 07-0079 Group 1 000 Xxxxx Xxxxx
41.02 07-0079 Group 1 000 Xxxxx Xxxxxxx Xxxxx
41.03 07-0079 Group 1 000 Xxxxx Xxxxxxx Xxxxx
41.04 07-0079 Group 1 000 Xxxxx Xxxxx
41.05 07-0079 Group 1 000 Xxxxx Xxxxxxx Xxxxx
42 2 07-0429 Group 1 3800 Xxxxxxx
43 4, 14 07-0044 Group 2 Lakeside at White Oak
44 07-0108 Group 1 Hyatt Regency Albuquerque
45 06-1368 Group 1 Riverpark I & II
45.01 06-1368 Group 1 Riverpark I
45.02 06-1368 Group 1 Riverpark II
46 06-1192 Group 1 Hotel Xxxxxxx
50 07-0034 Group 1 Texas Retail Portfolio
50.01 07-0034 Group 1 Crossroads Center
50.02 07-0034 Group 1 Parkwood Shopping Center
50.03 07-0034 Group 1 Live Oak Shopping Center
50.04 07-0034 Group 1 Sunburst Center
50.05 07-0034 Group 1 Gateway Center
50.06 07-0034 Group 0 Xxxx Xxxxx Xxxxxx
00 16 06-1281 Group 1 Pavilion at Lansdale
52 4 06-1443 Group 0 Xxxxxxxxxxxx Xxxxxx
53 06-1369 Group 0 Xxxxxxxxxx Xxxx
54 06-1195 Group 1 000 Xxxx Xxxxxx
55 07-0196 Group 1 CitiFinancial
56 07-0234 Group 0 Xxxxxxxxxx Xxxxxxx - Xxxxxx, XX
59 06-1371 Group 1 BPG Pennsylvania Properties
59.01 06-1371 Group 1 000 Xxxxxxx Xxxx
59.02 06-1371 Group 1 Two Xxxxxxx Place
59.03 06-1371 Group 1 000 Xxxxxxxxxx Xxxxx
59.04 06-1371 Group 1 0000 Xxxxxx Xxxx
60 06-1311 Group 1 Hawaii Self-Storage: Salt Lake
62 06-1417 Group 1 Credence Systems Corp
63 07-0043 Group 1 000 Xxxxx Xxxxx
65 07-0214 Group 1 Tempe Commerce
66 07-0242 Group 1 Avion Lakeside
67 06-1413 Group 1 Dulles Corporate Center
68 06-1401 Group 1 Xxxxx Town Center
70 06-1173 Group 1 Home Depot South San Francisco
71 06-1420 Group 2 Fountains at Fair Oaks
73 06-1374 Group 1 Hawaii Self-Storage: Pearl City
76 06-0864 Group 1 Harbor Corporate Center
77 06-1421 Group 2 Renaissance Park
80 06-1399 Group 1 Xxxxx
83 07-0097 Group 1 Securlock Self Storage Portfolio
83.01 07-0097 Group 1 Securlock Self Storage Xxxxx
83.02 07-0097 Group 1 Securlock Self Storage Plano
83.03 07-0097 Group 1 Securlock Self Storage Fort Worth
83.04 07-0097 Group 1 Securlock Self Storage Coppell
85 06-1422 Group 0 Xxxxxx Xxxxxxx
00 07-0366 Group 1 840 Xxxxx
87 07-0194 Group 1 Shops on Sage
88 06-1451 Group 1 Templetown Properties
88.01 06-1451 Group 1 0000 X Xxxxx Xxxxxx
88.02 06-1451 Group 1 Xxxxxxxxxx (1429 N 15th)
88.03 06-1451 Group 1 0000 X 00xx Xxxxxx
88.04 06-1451 Group 1 0000 X 00xx Xxxxxx
88.05 06-1451 Group 1 0000 Xxxx Xxxxxxx Xxxxxx
88.06 06-1451 Group 1 0000 X 00xx Xxxxxx
88.07 06-1451 Group 1 0000 X. 00xx Xxxxxx
88.08 06-1451 Group 1 0000 X 00xx Xxxxxx
88.09 06-1451 Group 1 0000 X. 00xx Xxxxxx
88.10 06-1451 Group 1 0000 Xxxxxxxxx Xxxxxx
88.11 06-1451 Group 1 0000 X Xxxxxxx Xxxxxx
88.12 06-1451 Group 1 0000 X Xxxxxxx Xxxxxx
88.13 06-1451 Group 1 0000 Xxxx Xxxxxx Xxxxxx
88.14 06-1451 Group 1 0000 X 00xx Xxxxxx
88.15 06-1451 Group 1 0000 Xxxxxxxxxx Xxxxxx
88.16 06-1451 Group 1 0000 Xxxxxxxxxx Xxxxxx
88.17 06-1451 Group 1 0000 Xxxx Xxxxxxxxxxx Xxxxxx
88.18 06-1451 Group 1 0000 Xxxxxxxxxx Xxxxxx
88.19 06-1451 Group 1 0000 X 00xx Xxxxxx
88.20 06-1451 Group 1 0000 Xxxx Xxxxxxxxxxx Xxxxxx
88.21 06-1451 Group 1 2229 N Park
88.22 06-1451 Group 1 0000 Xxxx Xxxxxxx Xxxxxx
88.23 06-1451 Group 1 0000 X Xxxxxxxx Xxxxxx
88.24 06-1451 Group 1 0000 Xxxxxxxx Xxxxxx
88.25 06-1451 Group 1 0000 Xxxxxxxx Xxxxxx
88.26 06-1451 Group 1 0000 Xxxxxxxx Xxxxxx
88.27 06-1451 Group 1 0000 Xxxxxxxx Xxxxxx
88.28 06-1451 Group 1 0000 Xxxxxxxx Xxxxxx
88.29 06-1451 Group 1 0000 Xxxxxxxx Xxxxxx
88.30 06-1451 Group 1 0000 Xxxxxxxx Xxxxxx
88.31 06-1451 Group 1 0000 Xxxxxxxx Xxxxxx
88.32 06-1451 Group 1 0000 X 00xx Xxxxxx
88.33 06-1451 Group 1 0000 X Xxxxxxxx Xxxxxx
88.34 06-1451 Group 1 0000 Xxxxxxxxxx Xxxxxx
88.35 06-1451 Group 1 0000 Xxxxxxx Xxxxxx
88.36 06-1451 Group 1 0000 Xxxxxxx Xxxxxx
88.37 06-1451 Group 1 0000 Xxxxxx Xxxxxx
88.38 06-1451 Group 1 0000 Xxxxxxx Xxxxxx
88.39 06-1451 Group 1 0000 X 00xx Xxxxxx
88.40 06-1451 Group 1 0000 Xxxxxxx Xxxxxx
88.41 06-1451 Group 1 0000 Xxxxxxxxxx Xxxxxx
88.42 06-1451 Group 1 0000 Xxxxxxxxxx Xxxxxx
88.43 06-1451 Group 1 0000 Xxxx Xxxxxx
88.44 06-1451 Group 1 0000 Xxxxxx Xxxxxx
88.45 06-1451 Group 1 0000 Xxxxxx Xxxxxx
88.46 06-1451 Group 1 0000 Xxxxxxxxxx Xxxxxx
88.47 06-1451 Group 1 0000 Xxxxxxxxxx Xxxxxx
88.48 06-1451 Group 1 0000 X Xxxxxxxx Xxxxxx
101 07-0019 Group 1 00-0000 Xxxxxxxx Xxxxxx
103 07-0180 Group 1 The Pennsylvania Business Center
103.01 07-0180 Group 1 Pennsylvania Business Center
103.02 07-0180 Group 1 Xxxxxx Building
104 06-1308 Group 1 Dockside 500
105 07-0006 Group 0 Xxxxxx Xxxxx Xxxxxxxxxx
000 06-1445 Group 1 Kmart Center
108 07-0179 Group 0 Xxxxxxxx Xxxxxxxxxx Xxxx
113 4 06-1457 Group 0 0xx Xxxxxx Marketplace
114 07-0176 Group 1 0000 00xx Xxxxx XX
000 00-0000 Group 1 000 Xxxxxxxxx Xxxxx
118 06-1444 Group 1 Glenbrook Shopping Center
119 06-0996 Group 1 LA Fitness Xxxxxxx
122 06-1432 Group 1 US Storage - Norwalk
123 06-0850 Group 1 Hampton Inn Omaha
124 06-1272 Group 1 Homewood Suites - Charlotte
128 07-0232 Group 1 Country Inn & Suites Portfolio
128.01 07-0232 Group 0 Xxxxxxx Xxx & Xxxxxx - Xxxxx Xxxxx
128.02 07-0232 Group 0 Xxxxxxx Xxx & Xxxxxx - Xxxxxxxx
137 07-0205 Group 2 Cobblestone Creek Apartments
138 07-0008 Group 2 Casa Xxxxx Apartments
139 07-0061 Group 1 0000 Xxxxx Xxxxxxxxx Xxxxxx
000 00-0000 Group 1 000 Xxxxx Xxxxxx Xxxxx
000 00-0000 Group 1 000 Xxxxx Xxxx
144 06-1365 Group 1 Xxxxxxx Chaska MN
155 06-1282 Group 2 Villas of La Costa
156 07-0129 Group 1 US Storage - Baltimore
159 06-1410 Group 1 0000 Xxxxxxxxxx Xxxxxx
163 07-0134 Group 2 Variel Apartments
166 07-0231 Group 1 Xxxxxxx Plaza
169 06-1424 Group 1 Fairfield Inn Asheville Airport
170 07-0054 Group 1 Secure Storage
174 06-1400 Group 1 Xxxxxx
175 07-0174 Group 1 00000 Xxxxx Xxxxxxxxx
177 06-0925 Group 1 A+ Storage Hermitage
179 07-0141 Group 1 Mini U Storage - Forestville
182 07-0009 Group 0 Xxxxx Xxxxx Xxxx Xxxxxxxxxx
000 00-0000 Group 2 Morocco Apartments
189 07-0230 Group 1 000 Xxxxx Xxxxxx
190 06-0788 Group 0 Xxxxx Xxxxxx Xxxxx
192 07-0099 Group 1 Securlock Xxxxx
193 06-1407 Group 1 Atascocita Self Storage
194 07-0140 Group 1 Mini U Storage - Southfield
195 06-1276 Group 1 Woodside Executive Park - F & G
199 06-1244 Group 1 0000 Xxxxx Xxxxxxx Xxxxxx
000 00-0000 Group 1 0000 Xxxxxxx Xxxx, Xxxxxxxx X
000 00-0000 Group 1 000 Xxxxxxxx Xxxx
Control
Number Address City
-------- -------------------------------------------------------- -------------------
2 000 Xxxxx Xxxxx Xxxxxx Los Angeles
3 000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx
4
4.01 0 Xxxxxxx Xxxxx Xxxxxxx
4.02 0 Xxxxxxx Xxxxx Xxxxxxx
4.03 000 XXX Xxxxxxx Xxxxx Xxxxx
4.04 0 Xxxxxxx Xxxxx Xxxxxxx
4.05 000 XXX Xxxxxxx Xxxxx Xxxxx
4.06 00 Xxxxxxxx Xxxx Xxxxxxxxxx
5 000 Xxxxxxxx Xxxxxx Stamford
0 Xxxx Xxxxxxx Xxxxxxxxx Xxxxxxxxx
8
8.01 0000 Xxx Xxxxxxxxxx Xxxx Xxxxxxxxxx
8.02 0000 Xxxx Xxxxxx Xxxxxx Gilbert
8.03 0000 Xxxxxxxxx Xxxxx, XX Xxxxxxx
8.04 0000 Xxxxxxx Xxxx Xxxxxxx
8.05 0000 Xxxxxxxxx Xxxxxxxxx Duluth
8.06 0000 Xxxxxx Xxxx Xxxxxxxxxx
8.07 00000 Xxxxxxxxx Xxxxxx Newport News
8.08 0000 Xxxxxx Xxxx Xxxxxx
8.09 0000 Xxxxxxxxxxx Xxxxxxx Norcross
8.10 00 Xxxxxx Xxxx Xxxxxxxxxx
8.11 0000 Xxxx 00xx Xxxxxx Indianapolis
8.12 5498 Inn Road Mobile
8.13 0000 Xxxxxxx Xxxxxxx Xxxxxxxxxx
8.14 0000 Xxxxxxx 00 Xxxx Xxxxxx
8.15 0000 Xxxxxxxx Xxxxx Xx. Xxxxxxx
8.16 0000 Xxxx Xxxxx Xxxxxxxxxxxx
8.17 000 Xxxxxx Xxxxxxx Xxxxxx Xxxx
8.18 0000 Xxxxxxxxxx Xxxxx Xxxxxx
8.19 0000 Xxxxx Xxxxxxx Xxxxxxxxxxxx
8.20 0000 Xxxxx Xxxxxxxx Xxxxxxx Xxxxxxx
8.21 0000 Xxxxxx Xxxxxxxxx Xxxxx Xxxxxxxx
8.22 0000 Xxxx Xxxx Xxxxxxxxx
8.23 0000 Xxxx Xxxxxxxxxxxx Xxxxxxxxx Matthews
8.24 000 Xxxxxxx Xxxx Xxxxxxxxxx
8.25 000 Xxxxxxxxxx Xxxxx Xxxxxxxx
8.26 0000 Xxxx Xxxxxx-Xxxxxxxxx Xxxx Xxxxxxxx
8.27 0000 X-00 Xxxxx Xxxxxxx
8.28 000 Xxxx Xxxxxx Xxxxxx Lithia Springs
8.29 0000 XxXxxxxx Xxxx Xxxxxxxxxx
8.30 000 Xxxxx Xxxxx Xxxx Xxxx Xxxxxxxxx
8.31 0000 Xxxxx Xxxx Xxxx Xxxxx Xxxxxxxxxx
8.32 0000 Xxxx Xxxxxxx Xxxxxxxxx Xxxxxxxxxx
8.33 0000 Xxxxxx Xxxxx Xxxxxxx Xxxxxxxx
8.34 000 Xxxxxxx 000 Xxxxxxxxx
8.35 0000 Xxxxx Xxxx Warner Robins
9 000 Xxxxx Xxxx Xxxxxx Xxx Xxxxxxx
10 00 Xxxxxx Xxx Xxxx Xxxxxx
11 000 Xxxx 00xx Xxxxxx Xxx Xxxx
12 0000 X Xxxxxx XX Xxxxxxxxxx
00 0000 & 0000 Xxxx Xxxxxx Xxxxxxxxx Xxx Xxxxxxx
14 0000 Xxxx Xxxxxxx Xxxxxx Xxxxxxx
16 00 Xxxxxxxx Xxxxxx Xxxxxxxxx
18 0000 Xxxxxxxx Xxxxx Xxxxxx Philadelphia
19
19.01 450 & 000 Xxxxx Xxxxx Xxxxxxx Xxxxxxxxx Xxxxxx
19.02 0000 Xxxx Xxxxxxxxxx Xxxxxx Orange
20
20.01 000 Xxxxxxxxxxxx Xxxxx Xxx Xxxxxx
20.02 0000 Xxxx Xxxx Xxxx Xxxxxxxxxxx
20.03 000 Xxxxxxx Xxxxx McDonough
20.04 0000 00xx Xxxxxx Xxxxxx
20.05 000 Xxxxxxxx Xxxxx Xxxxxx
20.06 000 Xxxxx Xxxxxx Xxxxx Xxxxxxx Xxxxx
20.07 000 Xxxxxxxxx Xxxxx O'Fallon
20.08 000 Xxxxxxxx Xxxx Xxxxxx Xxxxxxxxxxxx
20.09 00000 Xxxx & Xxxxxxx Xxxxxxxxx Xxxxxxxxxxx
20.10 000 Xxxxxx Xxxxxxxxx Xxxxxxx
20.11 0000 Xxxxx Xxxxxx Xxxxx Xxxxxxx
22 000 Xxxxxxxx Xxxxxxxxx Xxx Xxxxxxx
23 000 Xxxxx Xxxxxxxxxxx Xxxxxxxx Xxxxxxxxx Xxxxxxxxxxxx
24 000 X Xxxxxxxx Xx & 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxx Hills
25 0000 00xx Xxxxxx Denver
26 0000 Xxxx Xxxxxx Alexandria
28 000 Xxxx Xxxxxxx Xxxxxxxxx Xxxxxxx
29 999, 1000 & 0000 Xxxxx Xxxxx Xxxxxxxxxx
30 0000 Xxxxxxxxx Xxxxx Xxxxxxxxxx
31 2001 L Street Washington
33 0000 Xxxxxxx Xxxxx Xxxxxxx
34 0000 Xxxxx Xxxx Xxxxxx Xxxxx Xxx
35 2350, 2500, 0000 Xxxxx Xxxx Xxx Xxxxx
36
36.01 00000 Xxxxxxxxxx Xxxx Xxx Xxxx
36.02 00000 Xxxxxx Xxxxxxx Livonia
37
37.01 00000 Xxxx Xxxxxx Xxx Xxxxxxxx
37.02 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxx
37.03 00000 X. Xxxxxx Xxx Xxxxxxxx
37.04 0000 Xxxxxxxxx Xxxxxxxxx Xxxx Xxxx
37.05 000 Xxxxxxxx Xxxx Xxxxxxxxxx
37.06 0000 Xxxxxxx Xxxxxxx Xxxxxxxxxxxx
39
39.01 0000 Xxxx Xxxxxxx Xxxxxxx Xxxxxxx
39.02 0000 Xxxxxxxxxx Xxxx Pensacola
39.03 000 0xx Xxxxxx XX Xxxxx Xxxxxx
39.04 0000 Xxxxxxxxxx Xxxx Pensacola
39.05 000 Xxxxxxx Xxxxx Xxxxxxxxxx
39.06 0000 0xx Xxxxxx XX Winter Haven
39.07 000 Xxxxx Xxxxxx Xxxxx
39.08 000 Xxxxxxx Xxxx Xxxx
39.09 0000 Xxxxx Xxxxxxxxx Xxxxxxxxx
39.10 0000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxxxx
39.11 000 Xxxxxxxxxx Xxxx Xxxxxxxxx
41
41.01 000 Xxxxx Xxxxx Xxx Xxxxx
41.02 000 Xxxxx Xxxxxxx Xxxxx Xxx Xxxxx
41.03 000 Xxxxx Xxxxxxx Xxxxx Xxx Xxxxx
41.04 000 Xxxxx Xxxxx Xxx Xxxxx
41.05 000 Xxxxx Xxxxxxx Xxxxx Xxx Xxxxx
42 3800 West Xxxxxxx Orange
43 00 Xxxxxxxx Xxx Xxxxxx
44 000 Xxxxxxx Xxxxxx, XX Albuquerque
45
45.01 0000 Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx
45.02 0000 Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx
46 0 X. Xxxxxxxxxx Xxxxxx Xxxxxxx
50
50.01 0000 X. 00xx Xxxxxx Xxxxxx
50.02 0000 Xxxxxxxx Xxxx Xxxxx San Antonio
50.03 0000 Xxx Xxxxxx Xxxx Xxxx Xxx
50.04 0000 X. Xxxxxx Xxxxxx Xxxxxxx
50.05 0000 Xxxxxx Xxxxxxx Xxxxxxx
50.06 0000-0000 Xxxxxxxxx Xxxx Xxxxxx
51 000-000 X. Xxxxx Xxxxxx Xxxxxxxx
52 703-717 East Xxxxxxx St, 805-823 Wales Dr, 0000 Xxxxx Xx Xxxxxx
53 000 Xxxxxxxxxx Xxxx Xxxxxxxx Xxxxxxxx
54 000 Xxxx Xxxxxx Xxx Xxxxx
55 000 Xxxx Xxxx Xxxx Xxxx
56 000 Xxxxx Xxxxxx Xxxxxx Xxxxxx
59
59.01 000 Xxxxxxx Xxxx Xxxxxxxx Xxxxxxxx
59.02 0000 Xxxxxxx Xxxx Eddystone
59.03 000 Xxxxxxxxxx Xxxxx Xxxxxxx
59.04 0000 Xxxxxx Xxxx Whitemarsh
60 000 Xxxx Xxxxxx Xxxxxxxx
62 1355 & 0000 Xxxxxxxxxx Xxxxxx Milpitas
63 000 Xxxxx Xxxxx Xxxxxx
65 7410 & 0000 X. Xxxxxxxxx Xxxxxx Xxxxx
00 00000 & 00000 Xxxxx Xxxxxxx Chantilly
67 13755 Sunrise Valley Drive Herndon
68 0000 Xxxx Xxxx Xxxx Davenport
70 000 Xxxxxxx Xxxxxx Xxxxx Xxx Xxxxxxxxx
71 0000 Xxxxxx Xxxxxxx Fair Oaks
73 98 - 138 Hila Place Pearl City
76 000 X Xxxxxx Xxxxxx
77 0000 Xxxxxxx Xxxxx Davis
80 0000 Xxxxx Xxxx (various other addresses) Miamisburg
83
83.01 0000 Xxxxxxxx Xxxx Xxxxx
83.02 0000 X. Xxxxxx Xxxx Xxxxxxx Plano
83.03 0000 Xxxxx Xxxx Xxxxxxxxx Xxxx Xxxxx
83.04 000 X. Xxxxxxx 000 Coppell
85 0000 Xxxxxx Xxxxxxx Xxxx Xxxxxx
86 000 Xxxxx Xxxxx Xxx Xxxxx
87 0000 Xxxx Xxxx Xxxxxxx
88
88.01 0000 X Xxxxx Xxxxxx Xxxxxxxxxxxx
88.02 Xxxxxxxxxx (1429 N 15th) Philadelphia
88.03 0000 X 00xx Xxxxxx Xxxxxxxxxxxx
88.04 0000 X 00xx Xxxxxx Xxxxxxxxxxxx
88.05 0000 Xxxx Xxxxxxx Xxxxxx Xxxxxxxxxxxx
88.06 0000 X 00xx Xxxxxx Xxxxxxxxxxxx
88.07 0000 X. 00xx Xxxxxx Xxxxxxxxxxxx
88.08 0000 X 00xx Xxxxxx Xxxxxxxxxxxx
88.09 0000 X. 00xx Xxxxxx Xxxxxxxxxxxx
88.10 0000 Xxxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.11 0000 X Xxxxxxx Xxxxxx Xxxxxxxxxxxx
88.12 0000 X Xxxxxxx Xxxxxx Xxxxxxxxxxxx
88.13 0000 Xxxx Xxxxxx Xxxxxx Xxxxxxxxxxxx
88.14 0000 X 00xx Xxxxxx Xxxxxxxxxxxx
88.15 0000 Xxxxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.16 0000 Xxxxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.17 0000 Xxxx Xxxxxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.18 0000 Xxxxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.19 0000 X 00xx Xxxxxx Xxxxxxxxxxxx
88.20 0000 Xxxx Xxxxxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.21 0000 X Xxxx Xxxxxxxxxxxx
88.22 0000 Xxxx Xxxxxxx Xxxxxx Xxxxxxxxxxxx
88.23 0000 X Xxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.24 0000 Xxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.25 0000 Xxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.26 0000 Xxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.27 0000 Xxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.28 0000 Xxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.29 0000 Xxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.30 0000 Xxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.31 0000 Xxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.32 0000 X 00xx Xxxxxx Xxxxxxxxxxxx
88.33 0000 X Xxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.34 0000 Xxxxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.35 0000 Xxxxxxx Xxxxxx Xxxxxxxxxxxx
88.36 0000 Xxxxxxx Xxxxxx Xxxxxxxxxxxx
88.37 0000 Xxxxxx Xxxxxx Xxxxxxxxxxxx
88.38 0000 Xxxxxxx Xxxxxx Xxxxxxxxxxxx
88.39 0000 X 00xx Xxxxxx Xxxxxxxxxxxx
88.40 0000 Xxxxxxx Xxxxxx Xxxxxxxxxxxx
88.41 0000 Xxxxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.42 0000 Xxxxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.43 0000 Xxxx Xxxxxx Xxxxxxxxxxxx
88.44 0000 Xxxxxx Xxxxxx Xxxxxxxxxxxx
88.45 0000 Xxxxxx Xxxxxx Xxxxxxxxxxxx
88.46 0000 Xxxxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.47 0000 Xxxxxxxxxx Xxxxxx Xxxxxxxxxxxx
88.48 0000 X Xxxxxxxx Xxxxxx Xxxxxxxxxxxx
101 00-0000 Xxxxxxxx Xxxxxx Waipio
103
103.01 25,50,55 & 00 Xxxxx Xxxxx Xxxx Xxxx
103.02 000 Xxxxxxx Xxxxx Xxxxxxxxxxxxx
104 00 Xxxxxxxx Xxxxx Xxxx Patchogue
105 1930 Ashley Way Westfield
106 5050 - 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxxxxx
108 000-000 Xxxxxxxxxx Xxxxx Xxxxxxxxxx
000 5600 South 000 Xxxx Xxxxxx
000 0000 00xx Xxxxx XX Xxxxx
115 000 Xxxxxxxxx Xxxxx Xxxxxxxx
118 8700 - 0000 Xx Xxxxxxx Xxxxx Xxxxxxxxxx
119 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxx Xxxxxxx
122 00000 Xxxxxx Xxxx Norwalk
123 0000 Xxxx Xxxxx Xxxx Xxxxx
124 0000 Xxxxxxxx Xxxx Xxxxxxxxx
128
128.01 0000 Xxxxx Xxxx Xxxxxx Xxxxx Xxxxx
128.02 0000 Xxxxxxx Xxxxxx Xxxxxxxx
137 0000 Xxxxxx Xxxx Xxxxxxxxx
138 0000 X. Xxxxxxxx Xxxxxx Whittier
139 0000 Xxxxx Xxxxxxxxx Xxxxxx Xxxxxxx
141 000 Xxxxx Xxxxxx Xxxxx Xxxxxxx
143 000 Xxxxx Xxxx Xxx Xxxxx
144 000 Xxxx Xxxxxxxxx Xxxxx Xxxxxx
000 0000 Xxxxxx Xx Xxxxx Xxxxxx
156 0000 Xxxxxx Xxxx Xxxxxxxxx
159 0000 Xxxxxxxxxx Xxxxxx Bakersfield
163 8305, 8315, 0000 Xxxxxx Xxxxxx Xxxxxx Xxxx
166 000 Xxxxxxxxxx Xxxxxx Xxxxxxxxxx
000 00 Xxxxxxx Xxxx Xxxx Xxxxxxxx
170 00000 Xxxxxx Xxxxxxxxx Xxxxxxxxxxx
174 2003-2027 and 2000-2016 Springboro West Moraine
175 00000 Xxxxx Xxxxxxxxx Xxxxxxxx Xxxxx
177 0000 Xxxxxx Xxxxxxx Xxxxxxx Hermitage
179 0000 Xxxxxxxxxxx Xxxx Xxxxxxxx Xxxxxxx
182 0000 Xxxxx Xxxxxx Pico Xxxxxx
188 00000 Xxxxxxxx Xxxxxx Bellflower
189 000 Xxxxx Xxxxxx Xxxxxxxxxxx
190 0000 Xxxx Xxxxx and 6144 & 0000 Xxx Xxxx Xxxxxx Xxxx
192 000 Xxxxxxxxx Xxxxxxx Xxxxx
000 0000 Xxxxxxxxxx Xxxx Xxxxxx
194 00000 Xxxx Xxxxx Xxxx Xxxx Xxxxxxxxxx
000 0000 Xxxxxx Xxxxx Xxxx Aiken
199 0000 Xxxxx Xxxxxxx Xxxxxx Xxx Xxxxx
201 0000 Xxxxxxx Xxxx, Xxxxxxxx X Xxxx
202 000 Xxxxxxxx Xxxx Xxxx
Monthly Gross Remaining
Control Cut-Off Date Debt Interest Term To
Number State Zip Code Balance ($) Service ($) Rate (%) Maturity (Mos.) Maturity Date
-------- -------------------- -------- ------------ ------------ -------- --------------- -------------
0 Xxxxxxxxxx 00000 550,000,000 2,654,643.75 5.69700% 117 4/6/2017
3 California 90071 470,000,000 2,189,942.02 5.49968% 118 5/6/2017
4 270,375,000 1,296,752.30 5.66100% 115 2/6/2017
4.01 Xxx Xxxxxx 00000
4.02 Xxx Xxxxxx 00000
4.03 Xxx Xxxxxx 00000
4.04 Xxx Xxxxxx 00000
4.05 Xxx Xxxxxx 00000
4.06 Xxx Xxxxxx 00000
5 Xxxxxxxxxxx 00000 265,000,000 1,273,891.81 5.67400% 119 6/6/2017
7 Xxx Xxxx 00000 187,250,000 909,179.37 5.73100% 115 2/6/2017
8 186,000,000 1,085,091.06 5.74700% 120 7/6/2017
8.01 Virginia 23320
8.02 Arizona 85233
8.03 Xxxxxxx 00000
8.04 Xxxxxxx 00000
8.05 Xxxxxxx 00000
8.06 Xxxxx Xxxxxxxx 00000
8.07 Virginia 23606
8.08 Texas 75243
8.09 Xxxxxxx 00000
8.10 Alabama 35209
8.11 Indiana 46278
8.12 Alabama 36619
8.13 Xxxxxxxx 00000
8.14 Xxxxx Xxxxxxxx 00000
8.15 Missouri 63303
8.16 Indiana 46219
8.17 Xxxxxxx 00000
8.18 Ohio 45458
8.19 Xxxxxxx 00000
8.20 Xxxxxxx 00000
8.21 Ohio 43232
8.22 Missouri 63042
8.23 Xxxxx Xxxxxxxx 00000
8.24 Xxxxx Xxxxxxxx 00000
8.25 Xxxxx Xxxxxxxx 00000
8.26 Ohio 43229
8.27 Mississippi 39206
8.28 Xxxxxxx 00000
8.29 Pennsylvania 15237
8.30 Xxxxx Xxxxxxxx 00000
8.31 Xxxxx Xxxxxxxx 00000
8.32 Xxxxx Xxxxxxxx 00000
8.33 Xxxxxxx 00000
8.34 Xxxxxxx 00000
8.35 Xxxxxxx 00000
0 Xxxxxxxxxx 00000 165,000,000 773,746.88 5.53500% 000 0/0/0000
00 Xxxxxxxxxxxxx 00000 160,500,000 944,693.69 6.54400% 120 7/6/2017
11 Xxx Xxxx 00000 160,000,000 837,191.11 6.17600% 000 0/0/0000
00 Xxxxxxxx xx Xxxxxxxx 00000 138,613,339 685,710.56 5.83900% 78 1/6/2014
13 California 90069 135,000,000 663,832.50 5.80400% 120 7/6/2017
14 California 91505 135,000,000 674,469.38 5.89700% 117 4/6/2017
16 Xxxxxxxxxxx 00000 124,000,000 567,825.28 5.40500% 119 6/6/2017
18 Pennsylvania 19154 116,000,000 555,269.44 5.65000% 119 6/1/2017
19 103,500,000 498,387.69 5.68368% 118 5/6/2017
19.01 Xxxxxxxxxx 00000
19.02 California 92868
20 92,730,000 593,160.93 7.40000% 120 7/6/2017
20.01 Indiana 47150
20.02 Xxxxxxxxx 00000
20.03 Xxxxxxx 00000
20.04 Illinois 61265
20.05 Xxxxxxxx 00000
20.06 Xxxxxxxx 00000
20.07 Missouri 63368
20.08 Pennsylvania 17756
20.09 Indiana 46060
20.10 Indiana 47274
20.11 Indiana 47421
22 California 90017 85,000,000 428,338.61 5.94800% 116 3/6/2017
23 Pennsylvania 19106 80,000,000 481,081.51 6.02800% 119 6/6/2017
24 California 90210 73,100,000 371,096.21 5.99200% 59 6/6/2012
25 Colorado 80202 70,000,000 355,062.36 5.98700% 114 1/6/2017
26 Virginia 22314 64,000,000 365,516.00 5.55300% 118 5/6/2017
28 Illinois 60606 57,500,000 285,909.97 5.86900% 57 4/6/2012
29 Illinois 60173 40,050,000 215,056.26 6.33800% 120 7/6/2017
30 Illinois 60173 16,748,000 89,931.64 6.33800% 000 0/0/0000
00 Xxxxxxxx xx Xxxxxxxx 00000 56,500,000 268,300.45 5.60500% 58 5/6/2012
33 Pennsylvania 19013 55,200,000 292,104.60 6.24600% 118 5/6/2017
34 California 92705 55,000,000 276,135.14 5.92600% 58 5/6/2012
35 Michigan 48105 31,189,427 208,106.85 6.75800% 115 2/6/2017
36 21,910,573 149,610.54 6.99100% 115 2/6/2017
36.01 Xxxxxxxx 00000
36.02 Michigan 48152
37 52,300,000 261,870.46 5.91000% 59 6/6/2012
37.01 Virginia 20166
37.02 Xxxxxxxxx 00000
37.03 Virginia 20166
37.04 Xxxxxxx 00000
37.05 Xxxxx Xxxxxxxx 00000
37.06 Florida 32256
39 48,500,000 353,815.56 7.93900% 60 7/6/2012
39.01 Xxxxxxxx 00000
39.02 Xxxxxxx 00000
39.03 Xxxx 00000
39.04 Florida 32504
39.05 Pennsylvania 15220
39.06 Florida 33880
39.07 Xxxxxxx 00000
39.08 Pennsylvania 17402
39.09 Alabama 35660
39.10 Xxxxx Xxxxxxxx 00000
39.11 Pennsylvania 17601
41 44,440,000 228,764.78 6.07600% 58 5/6/2012
41.01 Nevada 89119
41.02 Nevada 89119
41.03 Nevada 89119
41.04 Nevada 89119
41.05 Nevada 89119
42 California 92868 44,370,000 222,765.75 5.92600% 000 0/0/0000
00 Xxxxxxx 00000 43,200,000 278,473.59 6.69000% 000 0/0/0000
00 Xxx Xxxxxx 00000 43,000,000 222,044.24 6.09500% 58 5/6/2012
45 39,200,000 207,436.60 6.24600% 118 5/6/2017
45.01 Xxxxxxxxxxxx 00000
45.02 Pennsylvania 19428
46 Illinois 60602 36,000,000 217,762.97 6.08300% 117 4/6/2017
50 33,400,000 198,749.21 5.93000% 119 6/6/2017
50.01 Xxxxx 00000
50.02 Texas 78232
50.03 Texas 78233
50.04 Texas 79707
50.05 Texas 79701
50.06 Texas 79762
51 Pennsylvania 19446 31,986,384 177,352.56 6.44900% 115 2/6/2017
52 California 95630 31,680,000 160,852.12 5.99300% 59 6/6/2012
53 Xxx Xxxxxx 00000 31,120,000 164,679.26 6.24600% 118 5/6/2017
54 Xxx Xxxx 00000 31,000,000 151,096.15 5.75300% 54 1/6/2012
55 Xxxxx Xxxxxxxx 00000 27,700,000 132,007.81 5.62500% 117 4/6/2017
56 Xxxxxxxxxxxxx 00000 26,500,000 158,795.71 5.99500% 118 5/6/2017
59 24,640,000 130,388.72 6.24600% 118 5/6/2017
59.01 Pennsylvania 19462
59.02 Pennsylvania 19022
59.03 Pennsylvania 19044
59.04 Pennsylvania 19462
60 Hawaii 96819 24,600,000 113,316.14 5.43700% 000 0/0/0000
00 Xxxxxxxxxx 00000 23,121,506 149,090.27 5.95000% 116 3/6/2017
63 Xxxxx Xxxxxxxx 00000 23,015,000 112,410.69 5.76500% 118 5/6/2017
65 Arizona 85283 22,800,000 110,336.80 5.71200% 82 5/6/2014
66 Virginia 20151 22,300,000 107,690.42 5.70000% 117 4/6/2017
67 Virginia 20171 21,500,000 108,854.50 5.97600% 80 3/6/2014
68 Florida 33897 21,000,000 104,526.04 5.87500% 000 0/0/0000
00 Xxxxxxxxxx 00000 19,960,147 114,941.94 5.61000% 118 5/6/2017
71 California 95628 19,200,000 91,906.67 5.65000% 00 0/0/0000
00 Xxxxxx 00000 18,800,000 92,397.04 5.80100% 000 0/0/0000
00 Xxxxxxxxxxxxx 00000 18,000,000 94,397.50 6.19000% 000 0/0/0000
00 Xxxxxxxxxx 00000 18,000,000 87,184.25 5.71700% 000 0/0/0000
00 Xxxx 00000 17,440,000 102,329.73 5.80000% 116 3/6/2017
83 16,250,000 95,906.90 5.85400% 117 4/6/2017
83.01 Xxxxx 00000
83.02 Texas 75074
83.03 Texas 76116
83.04 Texas 75019
85 California 95630 16,000,000 77,497.11 5.71700% 000 0/0/0000
00 Xxxxxx 00000 15,320,000 78,863.10 6.07600% 00 0/0/0000
00 Xxxxx 00000 15,280,000 78,385.34 6.05500% 118 5/6/2017
88 15,255,011 90,016.94 5.82500% 117 4/6/2017
88.01 Pennsylvania 19121
88.02 Pennsylvania 19121
88.03 Pennsylvania 19121
88.04 Pennsylvania 19121
88.05 Pennsylvania 19121
88.06 Pennsylvania 19121
88.07 Pennsylvania 19121
88.08 Pennsylvania 19121
88.09 Pennsylvania 19121
88.10 Pennsylvania 19121
88.11 Pennsylvania 19121
88.12 Pennsylvania 19121
88.13 Pennsylvania 19121
88.14 Pennsylvania 19121
88.15 Pennsylvania 19121
88.16 Pennsylvania 19121
88.17 Pennsylvania 19121
88.18 Pennsylvania 19121
88.19 Pennsylvania 19121
88.20 Pennsylvania 19121
88.21 Pennsylvania 19121
88.22 Pennsylvania 19121
88.23 Pennsylvania 19121
88.24 Pennsylvania 19121
88.25 Pennsylvania 19121
88.26 Pennsylvania 19121
88.27 Pennsylvania 19121
88.28 Pennsylvania 19121
88.29 Pennsylvania 19121
88.30 Pennsylvania 19121
88.31 Pennsylvania 19121
88.32 Pennsylvania 19121
88.33 Pennsylvania 19121
88.34 Pennsylvania 19121
88.35 Pennsylvania 19121
88.36 Pennsylvania 19121
88.37 Pennsylvania 19121
88.38 Pennsylvania 19121
88.39 Pennsylvania 19121
88.40 Pennsylvania 19121
88.41 Pennsylvania 19121
88.42 Pennsylvania 19121
88.43 Pennsylvania 19121
88.44 Pennsylvania 19121
88.45 Pennsylvania 19121
88.46 Pennsylvania 19121
88.47 Pennsylvania 19121
88.48 Pennsylvania 19121
000 Xxxxxx 00000 13,100,000 64,704.90 5.83000% 117 4/6/2017
103 12,000,000 70,792.91 5.85000% 118 5/6/2017
103.01 Pennsylvania 17011
103.02 Pennsylvania 17055
000 Xxx Xxxx 00000 12,000,000 81,032.60 7.14800% 119 6/6/2017
000 Xxxxxxx 00000 12,000,000 59,576.67 5.86000% 116 3/6/2017
000 Xxxxxxxxxx 00000 11,877,000 62,477.80 6.20900% 59 6/6/2012
000 Xxxxxxxxxxxx 00000 11,300,000 66,663.33 5.85000% 118 5/6/2017
000 Xxxx 00000 10,720,000 54,947.44 6.05000% 119 6/6/2017
000 Xxxxxx 00000 10,664,000 53,187.74 5.88700% 58 5/6/2012
000 Xxxxxxxxx 00000 10,560,000 51,255.45 5.72900% 81 4/6/2014
000 Xxxxxxxxxx 00000 10,491,000 55,213.55 6.21200% 119 6/6/2017
000 Xxxxxxx 00000 10,220,000 60,782.14 5.92500% 119 6/6/2017
000 Xxxxxxxxxx 00000 9,300,000 47,865.94 6.07500% 57 4/6/2012
000 Xxxxxxxx 00000 9,031,460 55,439.76 6.15000% 52 11/6/2011
124 Xxxxx Xxxxxxxx 00000 8,658,103 53,459.93 6.23100% 79 2/6/2014
128 8,525,000 51,309.16 6.03600% 118 5/6/2017
128.01 Xxxx 00000
128.02 Iowa 50702
000 Xxxxxxxxxx 00000 7,500,000 37,108.33 5.84000% 117 4/6/2017
000 Xxxxxxxxxx 00000 7,400,000 43,934.73 5.90900% 117 4/6/2017
000 Xxxxxxxx 00000 7,280,000 42,054.99 5.65700% 117 4/6/2017
000 Xxxxx 00000 7,200,000 42,063.00 5.76000% 57 4/6/2012
000 Xxxxxx 00000 7,078,469 41,105.00 5.67700% 117 4/6/2017
000 Xxxxxxxxx 00000 7,030,000 37,492.85 6.29500% 115 2/6/2017
000 Xxxxx 00000 6,250,000 36,855.35 5.84600% 115 2/6/2017
000 Xxxxxxxx 00000 6,200,000 34,248.11 6.52000% 56 3/6/2012
000 Xxxxxxxxxx 00000 6,000,000 34,858.25 5.70900% 117 4/6/2017
000 Xxxxxxxxxx 00000 5,650,000 28,467.13 5.94700% 117 4/6/2017
000 Xxxxxxxxxxx 00000 5,460,000 27,125.89 5.86400% 119 6/6/2017
169 Xxxxx Xxxxxxxx 00000 5,221,638 34,089.47 6.08200% 116 3/6/2017
000 Xxxxxxxxxx 00000 5,000,000 32,164.46 6.67000% 117 4/6/2017
000 Xxxx 00000 4,560,000 26,755.94 5.80000% 116 3/6/2017
000 Xxxxxxx 00000 4,500,000 22,284.06 5.84500% 57 4/6/2012
000 Xxxxxxxxx 00000 4,400,000 25,965.83 5.85300% 119 6/6/2017
000 Xxxxxxxx 00000 4,200,000 24,478.05 5.73800% 118 5/6/2017
000 Xxxxxxxxxx 00000 4,000,000 23,748.50 5.90900% 117 4/6/2017
000 Xxxxxxxxxx 00000 3,600,000 21,373.65 5.90900% 117 4/6/2017
000 Xxxxxxxxxxx 00000 3,575,000 17,700.42 5.84400% 118 5/6/2017
000 Xxxxxx 00000 3,500,000 20,536.36 5.80000% 114 1/6/2017
000 Xxxxx 00000 3,400,000 19,712.07 5.69000% 117 4/6/2017
000 Xxxxx 00000 3,300,000 21,327.02 6.71500% 120 7/6/2017
000 Xxxxxxxx 00000 3,000,000 17,484.32 5.73800% 118 5/6/2017
195 Xxxxx Xxxxxxxx 00000 2,957,292 17,722.03 5.94000% 114 1/6/2017
000 Xxxxxx 00000 1,940,000 11,506.85 5.90000% 114 1/6/2017
000 Xxxxxx 00000 1,800,000 9,615.13 6.30500% 55 2/6/2012
000 Xxxxxx 00000 1,310,000 7,778.47 5.91000% 114 1/6/2017
Remaining Interest
Control Amortization Term Accrual Subservicing Servicing Administrative Ground Mortgage
Number (Mos.) Method Fee Rate (%) Fee Rate (%) Fee Rate (%) Lease Y/N Loan Seller
-------- ----------------- ---------- ------------ ------------ -------------- --------- --------------------
2 0 Actual/360 0.02000% 0.02025% No GCFP/Xxxxxx Brothers
3 0 Actual/360 0.02000% 0.02025% Yes GCFP
4 0 Actual/360 0.02000% 0.02025% GCFP
4.01 No
4.02 No
4.03 No
4.04 No
4.05 No
4.06 No
5 0 Actual/360 0.02000% 0.02025% No GCFP
7 0 Actual/360 0.02000% 0.02025% Yes GCFP
8 360 Actual/360 0.02000% 0.02025% GCFP
8.01 No
8.02 No
8.03 No
8.04 No
8.05 No
8.06 No
8.07 No
8.08 No
8.09 No
8.10 No
8.11 No
8.12 No
8.13 No
8.14 No
8.15 No
8.16 No
8.17 No
8.18 No
8.19 No
8.20 No
8.21 No
8.22 No
8.23 No
8.24 No
8.25 No
8.26 No
8.27 No
8.28 No
8.29 No
8.30 No
8.31 No
8.32 No
8.33 No
8.34 No
8.35 No
9 0 Actual/360 0.02000% 0.02025% No GCFP
10 480 Actual/360 0.02000% 0.02025% Yes GCFP
11 0 Actual/360 0.02000% 0.02025% No GCFP/ Xxxxxxxx
00 0 Actual/360 0.02000% 0.02025% Yes GCFP/Xxxxxx Brothers
13 0 Actual/360 0.02000% 0.02025% No GCFP
14 0 Actual/360 0.02000% 0.02025% No GCFP
16 0 Actual/360 0.02000% 0.02025% No GCFP
18 0 Actual/360 0.02000% 0.02025% No GCFP
19 0 Actual/360 0.02000% 0.02025% GCFP
19.01 Xx
00.00 Xx
00 000 Xxxxxx/000 0.02000% 0.02025% GCFP
20.01 No
20.02 No
20.03 No
20.04 No
20.05 No
20.06 No
20.07 No
20.08 No
20.09 No
20.10 No
20.11 No
22 0 Actual/360 0.02000% 0.02025% No GCFP
23 360 Actual/360 0.02000% 0.02025% Yes GCFP
24 0 Actual/360 0.02000% 0.02025% Yes GCFP
25 0 Actual/360 0.02000% 0.02025% No GCFP
26 360 Actual/360 0.02000% 0.02025% No GCFP
28 0 Actual/360 0.02000% 0.02025% No GCFP
29 0 Actual/360 0.02000% 0.02025% No GCFP
30 0 Actual/360 0.02000% 0.02025% No GCFP
31 0 Actual/360 0.02000% 0.02000% 0.04025% No GCFP
33 0 Actual/360 0.02000% 0.02025% No GCFP
34 0 Actual/360 0.02000% 0.02025% No GCFP
35 360 Actual/360 0.02000% 0.02025% No GCFP
36 360 Actual/360 0.02000% 0.02025% GCFP
36.01 No
36.02 No
37 0 Actual/360 0.02000% 0.02025% GCFP
37.01 No
37.02 No
37.03 No
37.04 No
37.05 No
37.06 No
39 360 Actual/360 0.02000% 0.02025% GCFP
39.01 No
39.02 No
39.03 Yes
39.04 No
39.05 No
39.06 No
39.07 No
39.08 No
39.09 Yes
39.10 No
39.11 Yes
41 0 Actual/360 0.02000% 0.02025% GCFP
41.01 No
41.02 No
41.03 No
41.04 No
41.05 No
42 0 Actual/360 0.02000% 0.02025% No GCFP
43 360 Actual/360 0.02000% 0.02025% No GCFP
44 0 Actual/360 0.02000% 0.02025% Yes GCFP
45 0 Actual/360 0.02000% 0.02025% GCFP
45.01 Xx
00.00 Xx
00 000 Xxxxxx/000 0.02000% 0.02025% No GCFP
50 360 Actual/360 0.02000% 0.02025% GCFP
50.01 No
50.02 No
50.03 No
50.04 No
50.05 No
50.06 No
51 659 Actual/360 0.02000% 0.02025% No GCFP
52 0 Actual/360 0.02000% 0.02025% No GCFP
53 0 Actual/360 0.02000% 0.02025% No GCFP
54 0 Actual/360 0.02000% 0.02025% No GCFP
55 0 Actual/360 0.02000% 0.02025% No GCFP
56 360 Actual/360 0.02000% 0.02025% No GCFP
59 0 Actual/360 0.02000% 0.02025% GCFP
59.01 No
59.02 No
59.03 No
59.04 No
60 0 Actual/360 0.02000% 0.02025% Yes GCFP
62 296 Actual/360 0.02000% 0.02025% No GCFP
63 0 Actual/360 0.02000% 0.02025% No GCFP
65 0 Actual/360 0.02000% 0.02025% No GCFP
66 0 Actual/360 0.02000% 0.02025% No GCFP
67 0 Actual/360 0.02000% 0.02025% No GCFP
68 0 Actual/360 0.01000% 0.01000% 0.02025% No GCFP
70 358 Actual/360 0.02000% 0.02025% No GCFP
71 0 Actual/360 0.02000% 0.02025% No GCFP
73 0 Actual/360 0.02000% 0.02025% No GCFP
76 0 Actual/360 0.02000% 0.02025% No GCFP
77 0 Actual/360 0.02000% 0.02025% No GCFP
80 360 Actual/360 0.02000% 0.02025% No GCFP
83 360 Actual/360 0.02000% 0.02025% GCFP
83.01 No
83.02 No
83.03 No
83.04 No
85 0 Actual/360 0.02000% 0.02025% No GCFP
86 0 Actual/360 0.02000% 0.02025% No GCFP
87 0 Actual/360 0.03000% 0.02000% 0.05025% No GCFP
88 357 Actual/360 0.02000% 0.02025% GCFP
88.01 No
88.02 No
88.03 No
88.04 No
88.05 No
88.06 No
88.07 No
88.08 No
88.09 No
88.10 No
88.11 No
88.12 No
88.13 No
88.14 No
88.15 No
88.16 No
88.17 No
88.18 No
88.19 No
88.20 No
88.21 No
88.22 No
88.23 No
88.24 No
88.25 No
88.26 No
88.27 No
88.28 No
88.29 No
88.30 No
88.31 No
88.32 No
88.33 No
88.34 No
88.35 No
88.36 No
88.37 No
88.38 No
88.39 No
88.40 No
88.41 No
88.42 No
88.43 No
88.44 No
88.45 No
88.46 No
88.47 No
88.48 No
101 0 Actual/360 0.02000% 0.02025% No GCFP
103 360 Actual/360 0.02000% 0.02025% GCFP
103.01 No
103.02 No
104 360 Actual/360 0.02000% 0.02025% No GCFP
105 0 Actual/360 0.03000% 0.02000% 0.05025% No GCFP
106 0 Actual/360 0.02000% 0.02025% No GCFP
108 360 Actual/360 0.02000% 0.02025% No GCFP
113 0 Actual/360 0.02000% 0.02025% No GCFP
114 0 Actual/360 0.02000% 0.02025% No GCFP
115 0 Actual/360 0.02000% 0.02025% No GCFP
118 0 Actual/360 0.02000% 0.02025% No GCFP
119 360 Actual/360 0.02000% 0.02025% No GCFP
122 0 Actual/360 0.02000% 0.02025% No GCFP
123 352 Actual/360 0.02000% 0.02025% No GCFP
124 355 Actual/360 0.02000% 0.02025% No GCFP
128 360 Actual/360 0.02000% 0.02025% GCFP
128.01 No
128.02 No
137 0 Actual/360 0.02000% 0.02025% No GCFP
138 360 Actual/360 0.02000% 0.02025% No GCFP
139 360 Actual/360 0.02000% 0.02025% No GCFP
141 360 Actual/360 0.02000% 0.02025% No GCFP
143 357 Actual/360 0.02000% 0.02025% No GCFP
144 0 Actual/360 0.02000% 0.02025% No GCFP
155 360 Actual/360 0.02000% 0.02025% No GCFP
156 0 Actual/360 0.02000% 0.02025% No GCFP
159 360 Actual/360 0.02000% 0.02025% No GCFP
163 0 Actual/360 0.02000% 0.02025% No GCFP
166 0 Actual/360 0.02000% 0.02025% No GCFP
169 296 Actual/360 0.02000% 0.02025% No GCFP
170 360 Actual/360 0.02000% 0.02025% No GCFP
174 360 Actual/360 0.02000% 0.02025% No GCFP
175 0 Actual/360 0.02000% 0.02025% No GCFP
177 360 Actual/360 0.02000% 0.02025% No GCFP
179 360 Actual/360 0.02000% 0.02025% No GCFP
182 360 Actual/360 0.02000% 0.02025% No GCFP
188 360 Actual/360 0.02000% 0.02025% No GCFP
189 0 Actual/360 0.02000% 0.02025% No GCFP
190 360 Actual/360 0.02000% 0.02025% No GCFP
192 360 Actual/360 0.02000% 0.02025% No GCFP
193 360 Actual/360 0.02000% 0.02025% No GCFP
194 360 Actual/360 0.02000% 0.02025% No GCFP
195 354 Actual/360 0.02000% 0.02025% No GCFP
199 360 Actual/360 0.02000% 0.02025% No GCFP
201 0 Actual/360 0.02000% 0.02025% No GCFP
202 360 Actual/360 0.02000% 0.02025% No GCFP
Control
Number Prepayment Provision (1)
-------- ------------------------------------------------------------------------------------------------
2 Lockout/0_> Yield Maintenance or 1%/27_Defeasance or Greater of Yield Maintenance or 1%/86 _0%/7
3 Lockout/0_> Yield Maintenance or 2%/26_Defeasance or Greater of Yield Maintenance or 1%/90_0%/4
4 Lockout/29_Defeasance/87_0%/4
4.01
4.02
4.03
4.04
4.05
4.06
5 Lockout/25_Defeasance/91_0%/4
7 Lockout/29_Defeasance/87_0%/4
8 Lockout/24_Defeasance or Greater of Yield Maintenance or1%/92_0%/4
8.01
8.02
8.03
8.04
8.05
8.06
8.07
8.08
8.09
8.10
8.11
8.12
8.13
8.14
8.15
8.16
8.17
8.18
8.19
8.20
8.21
8.22
8.23
8.24
8.25
8.26
8.27
8.28
8.29
8.30
8.31
8.32
8.33
8.34
8.35
9 Lockout/0_> Yield Maintenance or 2%/26_Defeasance or Greater of Yield Maintenance or 1%/90_0%/4
10 Lockout/24_Defeasance/92_0%/4
11 Lockout/27_Defeasance/90_0%/3
12 Lockout/30_Defeasance/50_0%/4
13 Lockout/24_Defeasance/92_0%/4
14 Lockout/27_Defeasance/89_0%/4
16 Lockout/25_Defeasance/91_0%/4
18 Lockout/25_Defeasance/85_0%/10
19 Lockout/0_> Yield Maintenance or 2%/26_Defeasance or Greater of Yield Maintenance or 1%/90_0%/4
19.01
19.02
20 Lockout/24_Defeasance/92_0%/4
20.01
20.02
20.03
20.04
20.05
20.06
20.07
20.08
20.09
20.10
20.11
22 Lockout/28_Defeasance/89_0%/3
23 Lockout/25_Defeasance/91_0%/4
24 Lockout/25_Defeasance/32_0%/3
25 Lockout/30_Defeasance/87_0%/3
26 Lockout/26_Defeasance/90_0%/4
28 Lockout/27_ Defeasance or Greater of Yield Maintenance or 1%/14_0%/19
29 Lockout/24_Defeasance/92_0%/4
30 Lockout/24_Defeasance/92_0%/4
31 Lockout/26_Defeasance/30_0%/4
33 Lockout/26_Defeasance/90_0%/4
34 Lockout/0_> Yield Maintenance or 2%/26_Defeasance or Greater of Yield Maintenance or 1%/30_0%/4
35 Lockout/29_Defeasance/88_0%/3
36 Lockout/29_Defeasance/87_0%/4
36.01
36.02
37 Lockout/25_Defeasance/31_0%/4
37.01
37.02
37.03
37.04
37.05
37.06
39 Lockout/24_Defeasance/33_0%/3
39.01
39.02
39.03
39.04
39.05
39.06
39.07
39.08
39.09
39.10
39.11
41 Lockout/26_Defeasance/9_0%/25
41.01
41.02
41.03
41.04
41.05
42 Lockout/0_> Yield Maintenance or 2%/26_Defeasance or Greater of Yield Maintenance or 1%/90_0%/4
43 Lockout/24_> Yield Maintenance or 1%/92_0%/4
44 Lockout/0_> Yield Maintenance or 1%/56_0%/4
45 Lockout/26_Defeasance/90_0%/4
45.01
45.02
46 Lockout/27_Defeasance/89_0%/4
50 Lockout/25_Defeasance/91_0%/4
50.01
50.02
50.03
50.04
50.05
50.06
51 Lockout/29_Defeasance/87_0%/4
52 Lockout/25_Defeasance/32_0%/3
53 Lockout/26_Defeasance/90_0%/4
54 Lockout/30_Defeasance/27_0%/3
55 Lockout/27_Defeasance/89_0%/4
56 Lockout/26_Defeasance/90_0%/4
59 Lockout/26_Defeasance/90_0%/4
59.01
59.02
59.03
59.04
60 Lockout/28_Defeasance/88_0%/4
62 Lockout/28_Defeasance/88_0%/4
63 Lockout/26_Defeasance/90_0%/4
65 Lockout/23_> Yield Maintenance or 1%/57_0%/4
66 Lockout/23_> Yield Maintenance or 1%/93_0%/4
67 Lockout/28_ Defeasance or Greater of Yield Maintenance or 1%/43_0%/13
68 Lockout/28_Defeasance/88_0%/4
70 Lockout/26_Defeasance/90_0%/4
71 Lockout/29_Defeasance/30_0%/7
73 Lockout/29_Defeasance/87_0%/4
76 Lockout/30_Defeasance/87_0%/3
77 Lockout/29_Defeasance/87_0%/4
80 Lockout/29_Defeasance/91_0%/1
83 Lockout/27_Defeasance/89_0%/4
83.01
83.02
83.03
83.04
85 Lockout/29_Defeasance/87_0%/4
86 Lockout/26_Defeasance/9_0%/25
87 Lockout/26_Defeasance/90_0%/4
88 Lockout/27_Defeasance/90_0%/3
88.01
88.02
88.03
88.04
88.05
88.06
88.07
88.08
88.09
88.10
88.11
88.12
88.13
88.14
88.15
88.16
88.17
88.18
88.19
88.20
88.21
88.22
88.23
88.24
88.25
88.26
88.27
88.28
88.29
88.30
88.31
88.32
88.33
88.34
88.35
88.36
88.37
88.38
88.39
88.40
88.41
88.42
88.43
88.44
88.45
88.46
88.47
88.48
101 Lockout/27_Defeasance/90_0%/3
103 Lockout/26_Defeasance/90_0%/4
103.01
103.02
104 Lockout/25_Defeasance/92_0%/3
105 Lockout/28_Defeasance/88_0%/4
106 Lockout/25_Defeasance/32_0%/3
108 Lockout/26_Defeasance/90_0%/4
113 Lockout/25_Defeasance/92_0%/3
114 Lockout/26_Defeasance/31_0%/3
115 Lockout/23_> Yield Maintenance or 1%/57_0%/4
118 Lockout/25_Defeasance/92_0%/3
119 Lockout/25_Defeasance/91_0%/4
122 Lockout/27_Defeasance/29_0%/4
123 Lockout/32_Defeasance/21_0%/7
124 Lockout/29_Defeasance/48_0%/7
128 Lockout/26_Defeasance/90_0%/4
128.01
128.02
137 Lockout/27_Defeasance/89_0%/4
138 Lockout/27_Defeasance/89_0%/4
139 Lockout/27_Defeasance/89_0%/4
141 Lockout/5_> Yield Maintenance or 1%/22_ Defeasance or Greater of Yield Maintenance or 1%/29_0%/4
143 Lockout/27_Defeasance/89_0%/4
144 Lockout/29_Defeasance/88_0%/3
155 Lockout/29_Defeasance/86_0%/5
156 Lockout/28_Defeasance/28_0%/4
159 Lockout/27_Defeasance/90_0%/3
163 Lockout/27_Defeasance/89_0%/4
166 Lockout/25_Defeasance/91_0%/4
169 Lockout/28_Defeasance/88_0%/4
170 Lockout/27_Defeasance/90_0%/3
174 Lockout/29_Defeasance/91_0%/1
175 Lockout/11_> Yield Maintenance or 1%/45_0%/4
177 Lockout/25_Defeasance/91_0%/4
179 Lockout/26_Defeasance/91_0%/3
182 Lockout/27_Defeasance/89_0%/4
188 Lockout/27_Defeasance/89_0%/4
189 Lockout/26_Defeasance/90_0%/4
190 Lockout/59_> Yield Maintenance or 1%/57_0%/4
192 Lockout/27_Defeasance/89_0%/4
193 Lockout/24_Defeasance/92_0%/4
194 Lockout/26_Defeasance/91_0%/3
195 Lockout/59_> Yield Maintenance or 1%/57_0%/4
199 Lockout/59_> Yield Maintenance or 1%/57_0%/4
201 Lockout/23_> Yield Maintenance or 1%/33_0%/4
202 Lockout/59_> Yield Maintenance or 1%/57_0%/4
Companion Loan
Crossed With Companion Loan Remaining
Control Other Loans Companion Loan Companion Loan Monthly Companion Loan Term To
Number (Crossed Group) Flag Cut-off Balance Payment Interest Rate Maturity (Mos.)
-------- --------------- -------------- --------------- -------------- -------------- ---------------
2
3
4
4.01
4.02
4.03
4.04
4.05
4.06
5
7
8
8.01
8.02
8.03
8.04
8.05
8.06
8.07
8.08
8.09
8.10
8.11
8.12
8.13
8.14
8.15
8.16
8.17
8.18
8.19
8.20
8.21
8.22
8.23
8.24
8.25
8.26
8.27
8.28
8.29
8.30
8.31
8.32
8.33
8.34
8.35
9
10
11
12
13
14
16
18 Yes 290,000,000.00 1,388,173.61 5.65000% 119
19
19.01
19.02
20
20.01
20.02
20.03
20.04
20.05
20.06
20.07
20.08
20.09
20.10
20.11
22
23
24
25
26
28
29 Group A
30 Group A
31
33
34
35 Group B
36 Group B
36.01
36.02
37
37.01
37.02
37.03
37.04
37.05
37.06
39
39.01
39.02
39.03
39.04
39.05
39.06
39.07
39.08
39.09
39.10
39.11
41
41.01
41.02
41.03
41.04
41.05
42
43
44
45
45.01
45.02
46
50
50.01
50.02
50.03
50.04
50.05
50.06
51
52
53
54
55
56
59
59.01
59.02
59.03
59.04
60
62
63
65
66
67
68
70
71
73
76
77
80
83
83.01
83.02
83.03
83.04
85
86
87
88
88.01
88.02
88.03
88.04
88.05
88.06
88.07
88.08
88.09
88.10
88.11
88.12
88.13
88.14
88.15
88.16
88.17
88.18
88.19
88.20
88.21
88.22
88.23
88.24
88.25
88.26
88.27
88.28
88.29
88.30
88.31
88.32
88.33
88.34
88.35
88.36
88.37
88.38
88.39
88.40
88.41
88.42
88.43
88.44
88.45
88.46
88.47
88.48
101
103
103.01
103.02
104
105
106
108
113
114
115
118
119
122
123
124
128
128.01
128.02
137
138
139
141
143
144
155
156
159
163
166
169
170
174
175
177
179
182
188
189
190
192
193
194
195
199
201
202
Companion Loan
Remaining Companion Loan Subordinate Subordinate Subordinate Subordinate
Control Amortization Term Servicing Companion Loan Companion Loan Companion Loan Companion Loan
Number (Mos.) Fees Flag Cut-off Balance Monthly Payment Interest Rate
-------- ----------------- -------------- -------------- --------------- -------------------------------- --------------
2
3
4
4.01
4.02
4.03
4.04
4.05
4.06
5
7
8
8.01
8.02
8.03
8.04
8.05
8.06
8.07
8.08
8.09
8.10
8.11
8.12
8.13
8.14
8.15
8.16
8.17
8.18
8.19
8.20
8.21
8.22
8.23
8.24
8.25
8.26
8.27
8.28
8.29
8.30
8.31
8.32
8.33
8.34
8.35
9 Yes 35,000,000.00 187,118.35 6.31031%
10
11
12
13
14 Yes 10,000,000.00 49,960.69 5.89700%
16
18 0 0.01000%
19 Yes 6,500,000.00 49,752.21 9.03445%
19.01
19.02
20
20.01
20.02
20.03
20.04
20.05
20.06
20.07
20.08
20.09
20.10
20.11
22
23
24 Yes 7,900,000.00 40,104.79 5.99200%
25 Yes 30,000,000.00 152,169.58 5.98700%
26
28
29
30
31
33 Yes 10,350,000.00 54,769.61 6.24600%
34
35 Yes 8,810,572.69 Custom Amort Schedule - See Note 2.40868%
36 Yes 6,189,427.31 Custom Amort Schedule - See Note 2.49186%
36.01
36.02
37
37.01
37.02
37.03
37.04
37.05
37.06
39
39.01
39.02
39.03
39.04
39.05
39.06
39.07
39.08
39.09
39.10
39.11
41
41.01
41.02
41.03
41.04
41.05
42
43 Yes 5,000,000.00 32,230.74 6.69000%
44
45
45.01
45.02
46
50
50.01
50.02
50.03
50.04
50.05
50.06
51
52 Yes 1,510,000.00 7,666.88 5.99300%
53
54
55
56
59
59.01
59.02
59.03
59.04
60
62
63
65
66
67
68
70
71
73
76
77
80
83
83.01
83.02
83.03
83.04
85
86
87
88
88.01
88.02
88.03
88.04
88.05
88.06
88.07
88.08
88.09
88.10
88.11
88.12
88.13
88.14
88.15
88.16
88.17
88.18
88.19
88.20
88.21
88.22
88.23
88.24
88.25
88.26
88.27
88.28
88.29
88.30
88.31
88.32
88.33
88.34
88.35
88.36
88.37
88.38
88.39
88.40
88.41
88.42
88.43
88.44
88.45
88.46
88.47
88.48
101
103
103.01
103.02
104
105
106
108
113 Yes 840,000.00 4,305.58 6.05000%
114
115
118
119
122
123
124
128
128.01
128.02
137
138
139
141
143
144
155
156
159
163
166
169
170
174
175
177
179
182
188
189
190
192
193
194
195
199
201
202
Subordinate
Subordinate Companion Subordinate
Companion Loan Loan Remaining Companion Loan
Control Remaining Term To Amortization Term Servicing
Number Maturity (Mos.) (Mos.) Fees
-------- ----------------- ----------------- --------------
2
3
4
4.01
4.02
4.03
4.04
4.05
4.06
5
7
8
8.01
8.02
8.03
8.04
8.05
8.06
8.07
8.08
8.09
8.10
8.11
8.12
8.13
8.14
8.15
8.16
8.17
8.18
8.19
8.20
8.21
8.22
8.23
8.24
8.25
8.26
8.27
8.28
8.29
8.30
8.31
8.32
8.33
8.34
8.35
9 118 0 0.01000%
10
11
12
13
14 117 0 0.01000%
16
18
19 118 0 0.01000%
19.01
19.02
20
20.01
20.02
20.03
20.04
20.05
20.06
20.07
20.08
20.09
20.10
20.11
22
23
24 59 0 0.01000%
25 114 0 0.01000%
26
28
29
30
31
33 118 0 0.01000%
34
35 115 360 0.01000%
36 115 360 0.01000%
36.01
36.02
37
37.01
37.02
37.03
37.04
37.05
37.06
39
39.01
39.02
39.03
39.04
39.05
39.06
39.07
39.08
39.09
39.10
39.11
41
41.01
41.02
41.03
41.04
41.05
42
43 115 360 0.01000%
44
45
45.01
45.02
46
50
50.01
50.02
50.03
50.04
50.05
50.06
51
52 59 0 0.01000%
53
54
55
56
59
59.01
59.02
59.03
59.04
60
62
63
65
66
67
68
70
71
73
76
77
80
83
83.01
83.02
83.03
83.04
85
86
87
88
88.01
88.02
88.03
88.04
88.05
88.06
88.07
88.08
88.09
88.10
88.11
88.12
88.13
88.14
88.15
88.16
88.17
88.18
88.19
88.20
88.21
88.22
88.23
88.24
88.25
88.26
88.27
88.28
88.29
88.30
88.31
88.32
88.33
88.34
88.35
88.36
88.37
88.38
88.39
88.40
88.41
88.42
88.43
88.44
88.45
88.46
88.47
88.48
101
103
103.01
103.02
104
105
106
108
113 119 0 0.01000%
114
115
118
119
122
123
124
128
128.01
128.02
137
138
139
141
143
144
155
156
159
163
166
169
170
174
175
177
179
182
188
189
190
192
193
194
195
199
201
202
1 The Open Period is inclusive of the Maturity Date.
2 Loan documents provide for defeasance of the mortgage loan at times during
the yield maintenance period (subject to standard REMIC lockout and
procedural guidelines).
3 Base Rental Revenue based on the average ground rent payments from years
11-20. The current DSCR based on the current rent payment of $9,000,000
per annum is 0.86x.
4 For the purpose of calculating underwritten debt service coverage ratios,
loan-to-value ratios and loan per square foot/unit, the cut-off date
principal balance for each mortgage loan in a split loan structure
excludes the cut-off date principal balance of any subordinate mortgage
loan in that split loan structure.
5 The property has commercial tenants in occupancy, with the rent counting
towards the NCF of the property.
6 The Cut-Off Date LTV was calculated using the March 2009 expected
"as-stabilized" value of $202,000,000. The Cut-Off Date LTV based on the
"as-is" value of $175 million and $30.543 million of reserves is 74.0%.
7 The Cut-Off Date LTV and DSCR figures for these loans are net of the
earnout amount. The Scheduled Maturity Date LTV is calculated utilizing
the stabilized appraised value as applicable.
8 The Cut-Off Date LTV was calculated using the May 2009 expected
"as-stabilized" value of $152,000,000. The Cut-Off Date LTV based on the
"as-is" value of $137 million is 94.5%.
9 Interest rate equals 5.405% from closing through June 5, 2009; 5.770%
through June 5, 2010; 5.960% through June 5, 2012; 6.240% through June 5,
2013; 6.910% thereafter. Debt Service shown and DSCR calculations are
based on the first 12 months of debt service following the cut-off date
calculated using an interest rate of 5.405%. The debt service covreage
ratio based on the highest interest rate payable under the mortgage loan
is 0.92x.
10 For the purpose of calculating underwritten debt service coverage ratios,
loan-to-value ratios and loan per square foot/unit, the cut-off date
principal balance for Xxxxxxxx Xxxxx includes the cut-off date principal
balance of the pari passu mortgage loan in the trust plus the cut-off date
principal balance of the pari passu mortgage that is not in the trust.
11 Amortization is based on a custom amortization schedule. Debt Service
shown and DSCR calculations are based on the first 12 months of debt
service following the cut-off date.
12 The mortgage loan documents provide, in the case of a permitted partial
release of a portion of the mortgaged property, that the mortgage loan be
partially defeased in the amount of $4,320,000, which partial defeasance
(and corresponding partial release) may occur prior to the otherwise
applicable lockout period.
13 Amortization is based on a custom amortization schedule. Debt Service
shown and DSCR calculations are based on the first 12 months of debt
service following the interest-only period.
14 The mortgage loan documents provide, in the case of a permitted partial
release of a portion of the mortgaged property, that the mortgage loan be
partially prepaid in the amount of not less than 115% of the allocated
loan amount for the release parcel, which partial prepayment (and
corresponding partial release) may occur prior to the otherwise applicable
lockout period.
15 The DSCRs and LTV were calculated based on the total crossed balance.
16 $30,000,000 of the loan balance is interest-only and the remaining
$2,000,000 amortizes on a 300-month schedule.
17 Republic Mortgage Insurance Company has a signed lease, but they will not
start paying rent until June 2008. A cash reserve of $2.9 million and a
$2.5 million letter of credit were established at the closing of the
mortgage loan as additional security and to pay the monthly debt service
until June 2008 when RMIC's lease is expected to commence. Monthly
payments in the amount of $166,000 will be withdrawn from cash reserve to
pay the monthly debt service on the mortgage loan until June 2008, and
those payments were counted in the net cash flow from the related
mortgaged property upon which the DSCR was calculated.
18 If the borrower makes the monthly payment through the Automated Clearing
House Network, lender shall provide borrower with two days prior written
notice prior to assessing any late fee.
19 The Cut-Off Date LTV was calculated using the July 28, 2007 expected
"as-stabilized" value of $19,500,000. The Cut-Off Date LTV based on the
"as-is" value of $17.6 million is 85.2%.
20 If the borrower makes the monthly payment through the Automated Clearing
House Network, 24 hours notice is required for non-receipt of payment,
upon which the borrower will have until the 9th day of the month before a
Grace Period - Default occurs. Lender is required to give notice up to two
times within a 12 month period, after the second notice, lender is no
longer obligated to provide notice of a late payment.
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. The origination practices of the Seller
have been, in all material respects, legal and 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 Whole Loan, 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) - (g) 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.
(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 Whole Loan, the outstanding principal balance of the Whole Loan), 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),
(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 and (d) if such Mortgage Loan is secured by a
Mortgaged Property (other than a manufactured housing property) located in
"seismic zones" 3 or 4 in California, Nevada, Idaho, Oregon, Washington or
Arkansas, a seismic assessment by an independent third party provider was
conducted and if the seismic assessment (based on a 450-year lookback with
a 10% probability of exceedance in a 50-year period) revealed a probable
maximum loss equal to 20% or higher, earthquake insurance. 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. Other than payments due but not yet 30 days or more
delinquent, (i) there is no material default, breach, violation or event
of acceleration existing under the related Mortgage or the related
Mortgage Note, and (ii) to the Seller's actual knowledge, 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, provided, however, that this representation and warranty
does not address or otherwise cover any default, breach, violation or
event of acceleration (A) that specifically pertains to any matter
otherwise covered in this Exhibit B (including any schedule or exhibit
hereto), or (B) with respect to which: (1) the Seller has no actual
knowledge and (2) written notice of the discovery thereof is not delivered
to the Seller by the Trustee or the Master Servicer on or prior to the
date occurring twelve (12) months after the Closing Date. The Seller has
not waived any material default, breach, violation or event of
acceleration under such Mortgage or Mortgage Note, unless a written waiver
to that effect is contained in the related Mortgage File being delivered
pursuant to the Pooling and Servicing Agreement, and pursuant to the terms
of the related Mortgage or the related Mortgage Note and other documents
in the related Mortgage File, no Person or party other than the holder of
such Mortgage Note (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.
(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 Sections 1.860G-2(f)(2) or 1.860G 2(a)(3) 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). As of the Closing Date, the related Mortgaged Property, if
acquired in connection with the default or imminent default of such
Mortgage Loan, would constitute "foreclosure property" within the meaning
of Section 860G(a)(8) of the Code.
(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) a responsible party,
other than the Mortgagor, 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, subject to the limitations and exceptions
set forth in paragraph (5) and applicable state law, enforceable
provisions 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. No Mortgagor is a debtor in, and no Mortgaged Property is the
subject of, any state or federal bankruptcy or insolvency proceeding;
provided, however, that this representation and warranty does not cover
any such bankruptcy, reorganization, insolvency or comparable proceeding
with respect to which: (1) the Seller has no actual knowledge and (2)
written notice of the discovery thereof is not delivered to the Seller by
the Trustee or the Master Servicer on or prior to the date occurring
twelve months after the Closing Date.
(22) Whole Loan; No Equity Participation, Contingent Interest or Negative
Amortization. Except with respect to a Mortgage Loan that is part of a
Whole Loan, 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 and/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, or (iv) a
substitution or release of collateral within the parameters of paragraph
(26) below, or, (v) as set forth on Exhibit B-23-1 by reason of any
mezzanine debt that existed at the origination of the related Mortgage
Loan, 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 and is permitted under the
related Mortgage Loan documents, (ii) debt in the ordinary course of
business or (iii) any Mortgage Loan that is cross-collateralized and
cross-defaulted with another Mortgage Loan, as set forth in Exhibit
B-23-2. Except as related to (a)(i), (ii), (iii), (iv) or (v), above or
(b)(i), (ii) or (iii) above, no Mortgage Loan may be assigned to another
entity without the mortgagee's consent. The Mortgage or other Mortgage
Loan document provides that to the extent any Rating Agency Fees are
incurred in connection with the review and consent to any transfer or
encumbrance the Mortgagor is responsible for such payment.
(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. Exhibit B-24 identifies each
Mortgage Loan as to which, since the latest date on which the final due
diligence materials were delivered for such Mortgage Loan to CWCapital
Asset Management LLC, there has been, given, made or consented to an
alteration, modification or assumption of the terms of the related
Mortgage Note, Mortgage(s) or any related loan agreement and/or lock-box
agreement and/or as to which, since such date, there has been a waiver
other than as related to routine operational matters or minor covenants.
(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 (or in certain cases, the allocated loan
amount) 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) as set
forth on Exhibit B-26, 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 (A) 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; and (B) in excess of
$20,000,000, the representation and warranty in (A) above is true and the
related Mortgagor (or if the Mortgagor is a limited partnership or a
multi-member limited liability company, the special purpose general
partner or special purpose managing member, as applicable, of the related
Mortgagor), has at least one independent director, and the related
Mortgagor has delivered a non-consolidation opinion of counsel. For each
Mortgage Loan for which 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, at
the time of origination of the Mortgage Loan, to the Seller's actual
knowledge, the Mortgagor was in compliance with such requirements.
(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) is a fixed rate, and 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 Whole
Loan 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 and a natural person (or an entity with assets
other than an interest in the Mortgagor) as guarantor have 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 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 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 Whole
Loan or any Mortgage Loan that is cross-collateralized and cross-defaulted
with another Mortgage Loan, none of the Mortgaged Properties are
encumbered 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:
(1) 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.
(2) 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).
(3) 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.
(4) 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) to the actual knowledge of the Seller, 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.
(5) 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.
(6) 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.
(7) 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.
(8) 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.
(9) 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).
(10) 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.
(11) The Ground Lease does not impose any restrictions on subletting
that would be viewed as commercially unreasonable by a prudent commercial
mortgage lender.
(12) 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 C-1 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 are 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.
Exhibit B-23-1
--------------
LIST OF MORTGAGE LOANS WITH CURRENT MEZZANINE DEBT
--------------------------------------------------
LOAN # MORTGAGE LOAN
------ -------------
11 000 Xxxx 00xx Xxxxxx
12 1615 L Street
20 Great Escape Theaters
43 Lakeside at White Oak
45 Riverpark I and II
00 Xxxxxxxxxxxx Xxxxxx
00 Xxxxxxxxxx Xxxx
55 CitiFinancial
59 BPG Pennsylvania Properties
71 Fountains at Fair Oaks
000 Xxxxxxxx Xxxxxxxxxx Xxxx
000 0xx Xxxxxx Xxxxxxxxxxx
000 Xxxxxxx Xxxxxx XX
Exhibit B-23-2
--------------
LIST OF CROSS-COLLATERALIZED AND CROSS-DEFAULTED MORTGAGE LOANS
---------------------------------------------------------------
LOAN # MORTGAGE LOAN
------ -------------
29 National Plaza
30 0000 Xxxxxxxxx Xxxxx
00 Xxxxx Xxxx
00 Xxxxx Xxxxxx/Xxxxxx Xxxx
Exhibit B-24
------------
LIST OF MORTGAGE LOANS WITH POST-DUE DILIGENCE DELIVERY MODIFICATIONS
---------------------------------------------------------------------
--------------------------------------------------------------------------------
LOAN # NAME OF LOAN DESCRIPTION OF MODIFICATION
--------------------------------------------------------------------------------
14 Disney Building The loan documents were amended pursuant
to the following: (i) First Amendment to
Loan and Security Agreement, dated as of
June 27, 2007; (ii) Amended and Restated
Promissory Note A in the amount of
$135,000,000, dated as of June 27, 2007;
(iii) Amended and Restated Promissory Note
B in the amount of $10,000,000, dated as of
June 27, 2007; and (iv) Note Splitter
Agreement, dated as of June 27, 2007.
--------------------------------------------------------------------------------
20 Great Escape Theatres The loan agreement was modified to permit
the free release of certain parcels at the
Bedford property.
--------------------------------------------------------------------------------
22 000 Xxxxxxxx Xxxxxxxxx The Loan Agreement was modified to reflect
the fact that the tenant under one of the
material leases has surrendered its space
on the 18th floor of the Property and has
rented additional space on the 8th floor
and extended the term of its entire
demised premises on the 8th floor
(originally expiring in December 2007)
until December 2012.
--------------------------------------------------------------------------------
24 Crescent The loan documents were amended pursuant
to the following: (i) First Amendment to
Loan Agreement, dated as of July 6, 2007
(including Ratification and Reaffirmation
of Recourse Guaranty); (ii) Amended and
Restated Promissory Note A in the amount
of $73,100,000.00, dated as of July 6,
2007; (iii) Amended and Restated
Promissory Note B in the amount of
$7,900,000.00, dated as of July 6, 2007;
and (iv) Note Splitter Agreement, dated as
of July 6, 2007.
--------------------------------------------------------------------------------
25 0000 00xx Xxxxxx The loan documents were amended pursuant
to the following: (i) First Amendment to
Loan and Security Agreement and Omnibus
Amendment to Loan Documents, dated as of
June 25, 2007; (ii) Note Exchange
Agreement, dated as of June 25, 2007; (ii)
Replacement Promissory Note (Note A-1) in
the amount of $70,000,000, dated as of
June 25, 2007; and (iv) Replacement
Promissory Note (Note A-2) in the amount
of $15,000,000, dated as of June 25, 2007.
--------------------------------------------------------------------------------
33 The Wharf at Rivertown The loan documents were amended pursuant
to the following: (i) First Amendment to
Loan Agreement, dated as of April 9, 2007;
(ii) Amended and Restated Promissory Note
A in the amount of $55,200,000, dated as
of April 9, 2007; (iii) Amended and
Restated Promissory Note B in the amount
of $10,350,000, dated as of April 9, 2007;
and (iv) Note Splitter Agreement, dated as
of April 9, 2007.
--------------------------------------------------------------------------------
34 Lincoln Town Center The loan was assumed on June 28, 2007.
The new borrower is Mullrock Lincoln Town
Center Fee, LLC and the new guarantors are
The Xxxxxx Company and Rockwood VII REIT,
Inc.
--------------------------------------------------------------------------------
00 Xxxxx Xxxx The loan documents were amended pursuant
to the following: (i) First Amendment to
Loan and Security Agreement and Omnibus
Amendment to Loan Documents dated as of
June 29, 2007; (ii) Replacement Promissory
Note A in the amount of $31,189,427, dated
as of June 29, 2007; (iii) Replacement
Promissory Note B in the amount of
$8,810,573, dated as of June 29, 2007; and
(iv) Note Exchange Agreement, dated as of
June 29, 2007.
--------------------------------------------------------------------------------
00 Xxxxx Xxxxxx/Xxxxxx Xxxx The loan documents were amended pursuant
to the following: (i) First Amendment to
Loan and Security Agreement and Omnibus
Amendment to Loan Documents dated as of
June 29, 2007; (ii) Replacement Promissory
Note A in the amount of $31,189,427, dated
as of June 29, 2007; (iii) Replacement
Promissory Note B in the amount of
$8,810,573, dated as of June 29, 2007;
(iv) Note Exchange Agreement, dated as of
June 29, 2007; and (v) Amended and
Restated Partial Guaranty, dated as of
June 29, 2007.
--------------------------------------------------------------------------------
43 Lakeside at White Oak The loan documents were amended pursuant
to the following: (i) First Amendment to
Loan and Security Agreement and Omnibus
Amendment to Loan Documents, dated as of
June 25, 2007; (ii) Replacement Promissory
Note A in the amount of $43,200,000, dated
as of June 25, 2007; (iii) Replacement
Promissory Note B in the amount of
$5,000,000, dated as of June 25, 2007;
(iv) Note Exchange Agreement, dated as of
June 25, 2007; and (v) Consent and
Certification, dated as of July 3, 2007.
--------------------------------------------------------------------------------
00 Xxxxxxxxxxxx Xxxxxx The loan documents were amended pursuant
to the following: (i) First Amendment to
Loan Agreement, dated as of July 7, 2007;
(ii) Note Splitter Agreement, dated as of
July 7, 2007; (iii) Amended and Restated
Promissory Note A in the amount of
$31,680,000.00, dated as of July 7, 2007;
and (iv) Amended and Restated Promissory
Note B in the amount of $1,510,000.00,
dated as of July 7, 2007.
--------------------------------------------------------------------------------
000 0xx Xxxxxx Marketplace The loan documents were amended pursuant
to the following: (i) First Amendment to
Loan Agreement, dated as of July 7, 2007;
(ii) Note Splitter Agreement, dated as of
July 7, 2007; (iii) Amended and Restated
Promissory Note A in the amount of
$10,720,000.00, dated as of July 7, 2007;
and (iv) Amended and Restated Promissory
Note B in the amount of $840,000.00, dated
as of July 7, 2007.
--------------------------------------------------------------------------------
Exhibit B-26
------------
LIST OF MORTGAGE LOANS WITH PERMITTED RELEASE IN
CONNECTION WITH THE SUBSTITUTION OF A REPLACEMENT MORTGAGED PROPERTY
--------------------------------------------------------------------
LOAN # MORTGAGE LOAN
------ -------------
4 TIAA RexCorp New Jersey Portfolio
20 Great Escape Theaters
Exhibit B-39
MORTGAGE LOANS SECURED BY A LEASEHOLD INTEREST IN ALL
OR A MATERIAL PORTION OF THE RELATED MORTGAGED PROPERTY
-------------------------------------------------------
LOAN # MORTGAGE LOAN/ MORTGAGED PROPERTY
3 Two California Plaza
7 TIAA XxxXxxx Xxxxx
00 Xxxxxx Xxxxx Xxxxxxxxxx
00 0000 X Xxxxxx
00 Xxxxx Regency Penn's Landing
24 Crescent
44 Hyatt Regency Albuquerque
EXHIBIT C
EXCEPTIONS TO MORTGAGE LOAN 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. Underlined titles correspond to the titles in the related
Mortgage Loan representations and warranties and the loan numbers correspond to
the control numbers listed in Annex A to the Prospectus Supplement.
--------------------------------------------------------------------------------
11. CONDITION OF MORTGAGED PROPERTY; NO CONDEMNATION
70 Home Depot South San Francisco. The ground lessee on
the mortgaged property has the right to demolish the
existing building, provided that it constructs a
building with value and square footage at least equal
to the existing building. At closing, the ground
lessee planned to exercise its right to demolish the
existing building.
--------------------------------------------------------------------------------
13. INSURANCE.
--------------------------------------------------------------------------------
44 Hyatt Regency Albuquerque. The mortgaged property
consists of two units in a condominium regime. Under
the terms of the condominium declaration, proceeds
associated with common elements and structural
elements of the condominium are held by the
condominium association and applied by the condominium
association to restoration (unless the unit owners, by
a supermajority vote which would include the vote of
the unit owner of the mortgaged property, elect not to
restore).
--------------------------------------------------------------------------------
23. TRANSFERS AND SUBORDINATE DEBT.
--------------------------------------------------------------------------------
2, 3, 9, 19, 42 Xxxxx Fargo Tower, Two California Plaza, 550 South
Hope Street, Xxxxxxx Anaheim Portfolio and 3800
Xxxxxxx. The loan documents for each of these loans
permit the direct and/or indirect owners of the
borrowers to pledge (but not foreclose upon) their
direct and/or indirect ownership interests in the
borrowers to secure certain loan facilities.
--------------------------------------------------------------------------------
63 000 Xxxxx Xxxxx. The 000 Xxxxx Xxxxxx site loan
documents permit an indirect owner of one of the
controlling interests in the borrower to obtain a loan
from one or more affiliates of other indirect
investors in the borrower secured by a pledge of
certain indirect ownership interests in the borrower.
--------------------------------------------------------------------------------
116 Homewood Suites - Charlotte. Permitted transfers under
the loan documents include transfers of majority of
controlling equity interests in the related mortgagor
so long as the key principal (Xxxx Xxxxxx) retains
Control.
"Control" means with respect to any Person, either (i)
ownership directly or indirectly of 49% or more of all
equity interests in such Person or (ii) the
possession, directly or indirectly, of the power to
direct or cause the direction of the management and
policies of such Person, through the ownership of
voting securities, by contract or otherwise.
--------------------------------------------------------------------------------
26. RELEASES OF MORTGAGED PROPERTY.
--------------------------------------------------------------------------------
67 Dulles Corporate Center. The loan documents permit the
partial release of a portion of the mortgaged property
providing parking to the improvements upon the
mortgaged property without a prepayment or partial
defeasance of the mortgage loan upon satisfaction of
certain conditions set forth in the related loan
documents, including (a) the provision of sufficient
parking for the improvements on the remaining
mortgaged property to satisfy zoning requirements, (b)
such partial release does not violate any leases and
any necessary lease approvals with respect to the
partial release are obtained, (c) the remaining
mortgaged property satisfies a loan-to-value ratio of
not greater than 80%, and (d) the remaining mortgaged
property satisfies a debt service coverage ratio of
not less than the debt service coverage ratio for the
mortgaged property immediately prior to the partial
release and the debt service coverage ratio for the
mortgaged property at the time of the origination of
the mortgage loan.
--------------------------------------------------------------------------------
29. SINGLE PURPOSE ENTITY.
--------------------------------------------------------------------------------
63 000 Xxxxx Xxxxxx. The borrower did not deliver a
non-consolidation opinion.
--------------------------------------------------------------------------------
65 Tempe Commerce. The borrower did not deliver a
non-consolidation opinion.
--------------------------------------------------------------------------------
66 Avion Lakeside. The borrower did not deliver a
non-consolidation opinion.
--------------------------------------------------------------------------------
67 Dulles Corporate Center. The borrower does not have
an independent director and did not deliver a
non-consolidation opinion.
--------------------------------------------------------------------------------
68 Xxxxx Town Center. The borrower does not have an
independent director and did not deliver a
non-consolidation opinion.
--------------------------------------------------------------------------------
38. ORGANIZATION OF MORTGAGORS; AFFILIATION WITH OTHER MORTGAGORS.
--------------------------------------------------------------------------------
2, 3, 9, Xxxxx Xxxxx Xxxxx, Xxx Xxxxxxxxxx Xxxxx, 000 Xxxxx
00, 42 Hope Street, Xxxxxxx Anaheim Portfolio and 3800
Xxxxxxx. The mortgagors of each of the Xxxxx Fargo
Tower loan, the Two Californian Plaza loan, the 000
Xxxxx Xxxx Xxxxxx, the Xxxxxxx Anaheim Portfolio and
the 3800 Xxxxxxx loan are affiliates of each other.
--------------------------------------------------------------------------------
4, 7 TIAA RexCorp New Jersey Portfolio and TIAA RexCorp
Plaza. The mortgagors of each of the TIAA RexCorp New
Jersey Portfolio loan and the TIAA RexCorp Plaza loan
are affiliates of each other.
--------------------------------------------------------------------------------
33, 45, 00 Xxx Xxxxx xx Xxxxxxxxx, Xxxxxxxxx I & II, and BPG
Pennsylvania Properties. The mortgagors of each of the
Wharf at Rivertown loan, the Riverpark I & II loan and
the BPG Pennsylvania Properties loan are affiliates of
each other.
--------------------------------------------------------------------------------
22, 54, 76 000 Xxxxxxxx Xxxxxxxxx, 000 Xxxx Xxxxxx, Xxxxxx
Corporate Center. The mortgagors of each of the 000
Xxxxxxxx Xxxxxxxxx loan, 000 Xxxx Xxxxxx loan and
Harbor Corporate Center loan are affiliates of each
other.
--------------------------------------------------------------------------------
25, 67 1125 17th Street, Dulles Corporate Center. The
mortgagors of each of the 0000 00xx Xxxxxx loan and
the Dulles Corporate Center loan are affiliates of
each other.
--------------------------------------------------------------------------------
29,30 National Plaza I, II, III, 0000 Xxxxxxxxx Xxxxx. The
mortgagors of each of the National Plaza I, II, III
loan and 0000 Xxxxxxxxx Xxxxx loan are affiliates of
each other.
--------------------------------------------------------------------------------
35, 00 Xxxxx Xxxx, Xxxxx Xxxxxx Xxxxxx Xxxx. The mortgagors
of each of the Green Road loan and the Crown Pointe
Xxxxxx Xxxx loan are affiliates of each other.
--------------------------------------------------------------------------------
52, 106, 000, Xxxxxxxxxxxx Xxxxxx, Xxxxx Center, 0xx Xxxxxx
000 Xxxxxxxxxxx, Xxxxxxxxx Shopping Center. The
mortgagors of each of the Commonwealth Square loan,
Kmart Center loan, 0xx Xxxxxx Marketplace loan and
Glenbrook Shopping Center loan are affiliates of each
other.
--------------------------------------------------------------------------------
41, 86 Xxxxxx Airport Center I, 840 Xxxxx. The mortgagors of
each of the Xxxxxx Airport Center II loan and the 840
Xxxxx loan are affiliates of each other.
--------------------------------------------------------------------------------
71, 77, 85 Fountains at Fair Oaks, Renaissance Park, Canyon
Terrace. The mortgagors of each of the Fountains at
Fair Oaks loan, Renaissance Park loan and the Canyon
Terrace loan are affiliates of each other.
--------------------------------------------------------------------------------
55, 62 CitiFinancial, Credence Systems Corp. The mortgagors
of each of the CitiFinancial loan and the Credence
Systems loan are affiliates of each other.
--------------------------------------------------------------------------------
65, 66 Tempe Commerce, Avion Lakeside. The mortgagors of
each of the Tempe Commerce loan and the Avion
Lakeside loan are affiliates of each other.
--------------------------------------------------------------------------------
60, 73 Hawaii Self-Storage: Salt Lake, Hawaii Self-Storage:
Pearl City. The mortgagors of each of the Hawaii
Self-Storage: Salt Lake loan and the Hawaii
Self-Storage: Pearl City loan are affiliates of each
other.
--------------------------------------------------------------------------------
103, 108 The Pennsylvania Business Center, Fairview Industrial
Park. The mortgagors of each of the Pennsylvania
Business Center loan and the Fairview Industrial Park
loan are affiliates of each other.
--------------------------------------------------------------------------------
80, 174 Xxxxx, Xxxxxx. The mortgagors of each of the Xxxxx
loan and the Xxxxxx loan are affiliates of each other.
--------------------------------------------------------------------------------
138, 163, 182, Casa Xxxxx Apartments, Variel Apartments, Xxxxx Xxxxx
000 Xxxx Xxxxxxxxxx, Xxxxxxx Apartments. The mortgagors
of each of the Casa Xxxxx Apartments loan, Variel
Apartments loan, Manor House West Apartments loan and
the Morocco Apartments loan are affiliates of each
other.
--------------------------------------------------------------------------------
83, 192 Securlock Self Storage Portfolio, Securlock Xxxxx.
The mortgagors of each of the Securlock Self Storage
loan and the Securlock Xxxxx loan are affiliates of
each other.
--------------------------------------------------------------------------------
166, 189 Xxxxxxx Plaza, 000 Xxxxx Xxxxxx. The mortgagors of
each of the Xxxxxxx Plaza loan and the 000 Xxxxx
Xxxxxx loan are affiliates of each other.
--------------------------------------------------------------------------------
179, 194 Mini U Storage - Forestville, Mini U Storage -
Southfield. The mortgagors of each of the Mini U
Storage - Forestville loan and the Mini U Storage -
Southfield loan are affiliates of each other.
--------------------------------------------------------------------------------
190, 199, 201, Stone Valley Drive, 0000 Xxxxx Xxxxxxx Xxxxxx, 5301
202, Xxxxxxx Xxxx Building F , 000 Xxxxxxxx Xxxxx. The
mortgagors of each of the Stone Valley Drive loan, 000
Xxxxxxxx Xxxxx loan, 0000 Xxxxx Xxxxxxx Xxxxxx loan
and 0000 Xxxxxxx Xxxx Xxxxxxxx F loan are affiliates
of each other.
--------------------------------------------------------------------------------
39. FEE SIMPLE INTEREST.
--------------------------------------------------------------------------------
Various See Exhibit B-39 below.
Hyatt Regency Albuquerque. The mortgaged property
44 consists of two units in a condominium regime. The
condominium project is constructed over both fee and
leasehold estates. The leasehold estates are created
by three ground leases. The condominium unit owners
hold the leasehold interests subject to the
condominium regime as common elements.
--------------------------------------------------------------------------------
40. RECOURSE.
--------------------------------------------------------------------------------
12. 0000 X Xxxxxx. There is no "natural person" (or entity
with assets other than an interest in the borrower) as
guarantor on the loan.
--------------------------------------------------------------------------------
14. Disney Building. There is no "natural person" (or
entity with assets other than an interest in the
borrower) as guarantor on the loan.
--------------------------------------------------------------------------------
16. 00 Xxxxxxxx Xxxxxx. There is a partial payment
guaranty guaranteeing full recourse up to $7,028,215
and terminates if the property achieves a net
operating income of $8,841,200.
--------------------------------------------------------------------------------
18. Xxxxxxxx Xxxxx. There is no "natural person" (or
entity with assets other than an interest in the
borrower) as guarantor on the loan.
--------------------------------------------------------------------------------
19. Xxxxxxx Anaheim Portfolio. There is a partial payment
guaranty guaranteeing the payment of interest payments
and ongoing reserves for calendar year 2009.
--------------------------------------------------------------------------------
28 000 Xxxx Xxxxxxx Xxxxxxxxx. There is no "natural
person" (or entity with assets other than an interest
in the borrower) as guarantor on the loan.
--------------------------------------------------------------------------------
37 GP2. There is no "natural person" (or entity with
assets other than an interest in the borrower) as
guarantor on the loan.
--------------------------------------------------------------------------------
39 Holiday Inn Portfolio. There is no "natural person"
(or entity with assets other than an interest in the
borrower) as guarantor on the loan.
--------------------------------------------------------------------------------
44 Hyatt Albuquerque. There is no "natural person" (or
entity with assets other than an interest in the
borrower) as guarantor on the loan.
--------------------------------------------------------------------------------
00 Xxxxxxxxxxxx Xxxxxx. There is no "natural person" (or
entity with assets other than an interest in the
borrower) as guarantor on the loan.
--------------------------------------------------------------------------------
00 Xxxxxxxxxx Xxxxxxx - Xxxxxx, XX. There is no "natural
person" (or entity with assets other than an interest
in the borrower) as guarantor on the loan.
--------------------------------------------------------------------------------
65 Tempe Commerce. There is no "natural person" (or
entity with assets other than an interest in the
borrower) as guarantor on the loan.
--------------------------------------------------------------------------------
66 Avion Lakeside. There is no "natural person" (or
entity with assets other than an interest in the
borrower) as guarantor on the loan.
--------------------------------------------------------------------------------
67 Dulles Corporate Center. There is no "natural person"
(or entity with assets other than an interest in the
borrower) as guarantor on the loan.
--------------------------------------------------------------------------------
70 Home Depot South San Francisco. There is no "natural
person" (or entity with assets other than an interest
in the borrower) as guarantor on the loan.
--------------------------------------------------------------------------------
71 Fountains at Fair Oaks. There is no "natural person"
(or entity with assets other than an interest in the
borrower) as guarantor on the loan.
--------------------------------------------------------------------------------
88 Templetown Properties. The loan springs full personal
recourse against borrower and guarantor in the event
of a transfer other than a "Permitted Transfer",
violations of SPE requirements, or if borrower,
guarantor, fee owner, borrower's general partner or
fee owner's general partner file a voluntary petition
in bankruptcy (or take a similar voluntary insolvency
action) or acquiesce in or consent to an involuntary
bankruptcy filing.
--------------------------------------------------------------------------------
106 Kmart Center. There is no "natural person" (or entity
with assets other than an interest in the borrower)
as guarantor on the loan.
--------------------------------------------------------------------------------
000 0xx Xxxxxx Xxxxxxxxxxx. There is no "natural person"
(or entity with assets other than an interest in the
borrower) as guarantor on the loan.
--------------------------------------------------------------------------------
114 0000 00xx Xxxxx XX. There is no "natural person" (or
entity with assets other than an interest in the
borrower) as guarantor on the loan.
--------------------------------------------------------------------------------
115 000 Xxxxxxxxx Xxxxx. There is no "natural person" (or
entity with assets other than an interest in the
borrower) as guarantor on the loan.
--------------------------------------------------------------------------------
118 Glenbrook Shopping Center. There is no "natural
person" (or entity with assets other than an interest
in the borrower) as guarantor on the loan.
--------------------------------------------------------------------------------
144 Xxxxxxx Chaska MN. There is no "natural person" (or
entity with assets other than an interest in the
borrower) as guarantor on the loan.
--------------------------------------------------------------------------------
179 Mini U Storage - Forestville. There is no "natural
person" (or entity with assets other than an interest
in the borrower) as guarantor on the loan.
--------------------------------------------------------------------------------
194 Mini U Storage - Southfield. There is no "natural
person" (or entity with assets other than an interest
in the borrower) as guarantor on the loan.
--------------------------------------------------------------------------------
46. SUBORDINATE DEBT
--------------------------------------------------------------------------------
10. Harbor Point Apartments. The mortgaged property is
encumbered by four liens junior to the lien of the
related mortgage, each held by various local
municipalities. Each junior lien will remain in place
subject to a Subordination and Intercreditor
Agreement which provides for lien subordination and a
standstill on remedies. Payments to the junior
lienholders are permitted out of excess net cash flow
so long as there is no default under the loan.
--------------------------------------------------------------------------------
47(3) GROUND LEASE.
--------------------------------------------------------------------------------
12 1615 L Street. The ground lease is silent as to
whether an amendment, modification, cancellation or
termination without the prior written consent of the
mortgagee would binding on the mortgagee and its
successors and assigns.
--------------------------------------------------------------------------------
44 Hyatt Regency Albuquerque. The three ground leases
relating to the mortgaged property do not provide for
lender approval of amendment, modification,
cancellation or termination of the ground leases, but
the mortgaged property consists of two units in a
condominium regime, and the lessee's interests in the
ground leases have been subjected to the condominium
regime. The condominium declaration prohibits, absent
unanimous approval of the unit owners, any amendment
of the ground leases.
--------------------------------------------------------------------------------
60 Hawaii Self Storage: Salt Lake. Lease is silent on
amendment, modification, cancellation or termination
without mortgagee consent.
--------------------------------------------------------------------------------
47(4) GROUND LEASE.
--------------------------------------------------------------------------------
44 Hyatt Regency Albuquerque. While to the actual
knowledge of Greenwich no ground lease defaults
exist, no ground lessee estoppel has been obtained
with respect to one of the three ground leases.
--------------------------------------------------------------------------------
47(5) GROUND LEASE.
--------------------------------------------------------------------------------
44 Hyatt Regency Albuquerque. One of the three ground
leases does not provide for notice to the mortgagee of
defaults. None of the ground leases contain a
provision to the effect that default notices to the
lessees are not effective against the mortgagee if not
sent to the mortgagee.
--------------------------------------------------------------------------------
47(6) GROUND LEASE.
--------------------------------------------------------------------------------
12 1615 L Street. The ground lease is silent as to
whether it (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.
--------------------------------------------------------------------------------
47(7) GROUND LEASE.
--------------------------------------------------------------------------------
44 Hyatt Regency Albuquerque. The ground leases do not
contain provisions for extended cure periods for
mortgagees; however, one ground lessor executed an
estoppel which provides for an additional thirty days
for mortgagee to cure a default by ground lessee.
--------------------------------------------------------------------------------
47(8) GROUND LEASE.
--------------------------------------------------------------------------------
88 Templetown Properties. The term of the ground lease
extends 15 years beyond the term of the Loan.
--------------------------------------------------------------------------------
47(9) GROUND LEASE.
--------------------------------------------------------------------------------
12 1615 L Street. The ground lease is silent regarding
this representation.
--------------------------------------------------------------------------------
44 Hyatt Regency Albuquerque. The mortgaged property
consists of two units in a condominium regime. Under
the terms of the condominium declaration, proceeds
associated with common elements and structural
elements of the condominium are held by the
condominium association and applied by the condominium
association to restoration (unless the unit owners, by
a supermajority vote which would include the vote of
the unit owner of the mortgaged property, elect not to
restore).
--------------------------------------------------------------------------------
47(12) GROUND LEASE.
--------------------------------------------------------------------------------
00 Xxxxx Xxxxxxx Xxxxxxxxxxx. The three ground leases do
not provide for a new lease upon termination of the
ground lease.
--------------------------------------------------------------------------------
EXHIBIT D
FORM OF OFFICER'S CERTIFICATE
Greenwich Capital Financial Products, Inc. ("Seller") hereby
certifies as follows:
1. All of the representations and warranties (except as set forth
on Schedule C) of the Seller under the Mortgage Loan Purchase
Agreement, dated as of July 1, 2007 (the "Agreement"), between
GS Mortgage Securities Corporation II and Seller, are true and
correct in all material respects on and as of the date hereof
with the same force and effect as if made on and as of the
date hereof.
2. The Seller has complied in all material respects with all the
covenants and satisfied all the conditions on its part to be
performed or satisfied under the Agreement on or prior to the
date hereof and no event has occurred which would constitute a
default under the Agreement.
3. Neither the Prospectus, dated June 13, 2007, as supplemented
by the Prospectus Supplement, dated June 21, 2007
(collectively, the "Prospectus"), relating to the offering of
the Class A-1, Class X-0, Xxxxx X-0, Class A-AB, Class A-4,
Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D,
Class E and Class F Certificates nor the Offering Circular,
dated June 21, 2007 (the "Offering Circular"), relating to the
offering of the Class X, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O, Class P, Class Q, Class S,
Class R and Class LR Certificates, in the case of the
Prospectus and the Prospectus Supplement, as of the date of
the Prospectus Supplement or as of the date hereof, or the
Offering Circular, as of the date of thereof or as of the date
hereof, included or includes any untrue statement of a
material fact relating to the Mortgage Loans or omitted or
omits to state therein a material fact necessary in order to
make the statements therein relating to the Mortgage Loans, in
light of the circumstances under which they were made, not
misleading.
Capitalized terms used herein without definition have the meanings
given them in the Agreement.
[SIGNATURE APPEARS ON THE FOLLOWING PAGE]
Certified this [______] day of [____________], 2007.
GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC.
By: __________________________________
Name:
Title:
EXHIBIT E
FORM OF LEGAL OPINION
(a) The Seller is a [______________ ], duly organized, validly
existing and in good standing under the laws of the State of [______________ ]
with full power and authority to own its assets and conduct its business, is
duly qualified as a foreign organization in good standing in all jurisdictions
in which the ownership or lease of its property or the conduct of its business
requires such qualification, except where the failure to be so qualified would
not have a material adverse effect on its ability to perform its obligations
thereunder, and the Seller has taken all necessary action to authorize the
execution, delivery and performance of the Mortgage Loan Purchase Agreement and
the Indemnification Agreement (collectively, the "Operative Documents"), and has
duly executed and delivered the Operative Documents, and has the power and
authority to execute, deliver and perform under the Operative Documents and all
the transactions contemplated thereby, including, but not limited to, the power
and authority to sell, assign, transfer, set over and convey the Mortgage Loans
in accordance with the Mortgage Loan Purchase Agreement;
(b) Assuming the due authorization, execution and delivery of each
Operative Document by each party thereto other than the Seller, each Operative
Document will constitute 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 bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting the enforcement of creditors' rights generally,
and by general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law);
(c) The execution and delivery of each Operative Document by the
Seller and the performance of its obligations thereunder will not conflict with
any provision of any law or regulation to which the Seller is subject, or
conflict with, result in a breach of, or constitute a default under, any of the
terms, conditions or provisions of any of the Seller's organizational documents
or any agreement or instrument to which the Seller is a party or by which it is
bound, or any order or decree applicable to the Seller, or result in the
creation or imposition of any lien on any of the Seller's assets or property, in
each case which would materially and adversely affect the ability of the Seller
to carry out the transactions contemplated by the Operative Documents;
(d) There is no action, suit, proceeding or investigation pending
or, to the Seller's knowledge, threatened against the Seller in any court or by
or before any other governmental agency or instrumentality which would
materially and adversely affect the validity of the Mortgage Loans or the
ability of the Seller to carry out the transactions contemplated by each
Operative Document;
(e) 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 governmental agency, which default might have consequences that would
materially and adversely affect the condition (financial or other) or operations
of the Seller or its properties or might have consequences that would materially
and adversely affect its performance under any Operative Document;
(f) No consent, approval, authorization or order of 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, each Operative
Document or the consummation of the transactions contemplated thereby, other
than those which have been obtained by the Seller;
(g) To our knowledge, considered in light of our understanding of
applicable law and the experience we have gained through our practice, nothing
has come to our attention in the course of our review of the Prospectus and
Prospectus Supplement in relation to the sale of the Mortgage Loans, which
causes us to believe that (i) the Prospectus, at the date thereof or at the date
hereof, contained an untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, which untrue statement or omission arises out of, or is
based upon, information concerning the Mortgage Loans set forth in the
Prospectus, or (ii) the Prospectus Supplement, at the date thereof or at the
date hereof, contains an untrue statement of a material fact or omitted to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading, which untrue statement or omission arises out
of, or is based upon, information concerning the Mortgage Loans set forth in the
Prospectus Supplement, it being understood that we express no view as to any
information incorporated by reference in the Prospectus or Prospectus Supplement
or as to the adequacy or accuracy of the financial, numerical, statistical or
quantitative information included in the Prospectus or Prospectus Supplement.
(h) We hereby advise you that, in the course of the representation
referred to above and our examination of the time of sale information,
considered in light of our understanding of applicable law and the experience we
have gained through our practice, no facts came to our attention that cause us
to believe that as of the time of sale, the time of sale information (taken as a
whole) included an untrue statement of a material fact or omitted to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; it being
understood that we express no view as to (1) any blanks or bracketed items in
the time of sale information for pricing terms, (2) any information incorporated
by reference in the time of sale information or (3) the adequacy or accuracy of
(i) any financial, numerical, statistical or computational information included
in or omitted from the time of sale information or (ii) any information
contained in or omitted from any computer disk, CD-ROM or other electronic media
accompanying the time of sale information.
(i) Insofar as it related to the Seller and the Mortgage Loans
(including without limitations the related borrowers and mortgaged properties)
being sold by the Seller, the Prospectus Supplement, as of its date (with the
exception of any information incorporated by reference therein and any
numerical, financial, statistical and computational information included
therein, as to which we express no view), appeared on its face to be
appropriately responsive in all material respects to the applicable requirements
of Regulation AB under the Securities Act of 1933, as amended.
