Exhibit 99.1
GECMC 2006-C1
GECC MLPA
MORTGAGE LOAN PURCHASE AND SALE AGREEMENT
This Mortgage Loan Purchase and Sale Agreement, dated as of March 1,
2006 (the "Agreement"), is between GE Commercial Mortgage Corporation, a
Delaware corporation (the "Company"), and General Electric Capital Corporation,
a Delaware corporation (the "Mortgage Loan Seller"). The Mortgage Loan Seller
agrees to sell, and the Company agrees to purchase the mortgage loans (the
"Mortgage Loans") described and set forth in the Mortgage Loan Schedule attached
as Exhibit A to this Agreement (the "Mortgage Loan Schedule"). The Company
intends to deposit the Mortgage Loans and other assets into a trust (the
"Trust") and cause the creation of a series of certificates to be known as GE
Commercial Mortgage Corporation, Commercial Mortgage Pass-Through Certificates,
Series 2006-C1 (the "Certificates"), evidencing beneficial ownership interests
in the Mortgage Loans and other assets (including, without limitation, other
mortgage loans (the "Other Mortgage Loans")), under a Pooling and Servicing
Agreement, to be dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), among the Company, as depositor, Wachovia Bank, National
Association ("Wachovia"), a national banking association, as the servicer with
respect to the Mortgage Loans and the Other Mortgage Loans (other than the
Non-Serviced Mortgage Loans), LNR Partners, Inc., a Florida corporation ("LNR"),
as special servicer with respect to the Mortgage Loans and the Other Mortgage
Loans (other than the Non-Serviced Mortgage Loans), and LaSalle Bank, N.A., a
national banking association, as trustee (the "Trustee").
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 and Class C (the "Offered Certificates")
will be sold by the Depositor to Banc of America Securities LLC ("Banc of
America"), Deutsche Bank Securities Inc. ("DBSI"), Credit Suisse Securities
(USA) LLC ("Credit Suisse"), X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") and
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx" and,
together with DBSI, Banc of America, Credit Suisse and X.X. Xxxxxx, the
"Underwriters") pursuant to the Underwriting Agreement among the Depositor and
the Underwriters, dated March 13, 2006 (the "Underwriting Agreement"), and the
Class X-W, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class
L, Class M, Class N, Class O and Class P Certificates (the "Non-Offered
Certificates", and, together with the Offered Certificates, the "Certificates")
will be sold pursuant to the Certificate Purchase Agreement among the Depositor,
Banc of America Securities and DBSI (Banc of America Securities and DBSI in such
capacity, the "Initial Purchasers"), dated March 13, 2006 (the "Certificate
Purchase Agreement"). The Underwriters will offer the Offered Certificates for
sale pursuant to the Time of Sale Information (as defined below) and the Initial
Purchasers will offer the Non-Offered Certificates in transactions exempt from
the registration requirements of the Securities Act of 1933 (the "1933 Act")
pursuant to one or more Private Placement Memoranda dated the date hereof
(including the compact disc or diskette delivered therewith (the "Diskette") and
as supplemented or amended, the "Private Placement Memoranda").
At or prior to the time when sales to investors of the Offered
Certificates were first made (the "Time of Sale"), the Company had prepared and
filed with the Securities and Exchange Commission (the "SEC") the following
information: (i) a Free Writing Prospectus dated March 3, 2006 (including the
Diskette and as supplemented or amended, the "Preliminary Prospectus FWP"), (ii)
a Free Writing Prospectus dated as of March 3, 2006 (the "Term Sheet FWP") (iii)
a Free Writing Prospectus dated as of March 9, 2006 (the "March 9th FWP") and
(iv) a Free Writing Prospectus dated as of March 13, 2006 (the "March 13th FWP"
and, together with the Preliminary Prospectus FWP, the Term Sheet FWP, the March
9th FWP and the March 13th FWP, the "Time of Sale Information"). If subsequent
to the Time of Sale, the Company and the Underwriters have determined that such
information 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 in which they were made, not misleading and have terminated
their old purchase contracts and entered into new purchase contracts with one or
more purchasers of the Offered Certificates, then "Time of Sale Information"
will refer to the information provided by the Company or the Underwriters to
purchasers at the time of entry into the first such new purchase contract,
including, without limitation, any information that corrects such material
misstatements or omissions ("Corrective Information") and "Time of Sale" will
refer to the time of entry into the first such new purchase contract.
After the Time of Sale, the Underwriters will deliver to investors a
Prospectus dated March 3, 2006 (the "Prospectus"), as supplemented by a final
Prospectus Supplement dated March 13, 2006 (including the Diskette, the "Final
Prospectus Supplement", and together with the Prospectus, and as supplemented or
amended, the "Final Prospectus").
Wachovia, in its capacity as servicer of the Mortgage Loans (other
than the Non-Serviced Mortgage Loans), and the servicers of the Mortgage Loans
that are Non-Serviced Mortgage Loans, and their respective successors and
assigns in such capacities, are referred to herein as the "Servicers." LNR, in
its capacity as special servicer of the Mortgage Loans, and the special
servicers of the Mortgage Loans that are Non-Serviced Mortgage Loans, and their
respective successors and assigns in such capacities, are referred to herein as
the "Special Servicers."
Capitalized terms used but not otherwise defined herein shall have
the respective meanings given to them in the Pooling and Servicing Agreement.
1. Purchase Price; Purchase and Sale. In consideration of the sale
of the Mortgage Loans from the Mortgage Loan Seller to the Company on March 23,
2006 (the "Closing Date"), the Company agrees to pay to the Mortgage Loan Seller
on the Closing Date by transfer of immediately available funds, an amount agreed
upon by the parties in a separate writing. The closing for the purchase and sale
of the Mortgage Loans shall take place at the offices of Cadwalader, Xxxxxxxxxx
& Xxxx LLP, New York, New York, at 10:00 a.m. (New York time), on the Closing
Date.
On the Closing Date, the Mortgage Loan Seller shall sell, transfer,
assign, set over and convey to the Company, and the Company shall purchase, all
the right, title and interest of the Mortgage Loan Seller in and to the Mortgage
Loans, including all payments of interest and principal due on each Mortgage
Loan after the related Cut-off Date, together with all of the Mortgage Loan
Seller's right, title and interest in and to the proceeds of any related title,
hazard, primary mortgage or other insurance policies but subject to the sale of
the servicing rights pursuant to the Appointment Agreement (as defined herein).
The Company hereby directs the Mortgage Loan Seller, and the Mortgage Loan
Seller hereby agrees, to (1) promptly after the Closing Date, but in all events
within three Business Days after the Closing Date, transfer all funds on deposit
in escrow accounts maintained with respect to the Mortgage Loans in the name of
the Mortgage Loan Seller or any other name to the applicable Servicer (or a
Sub-Servicer) for deposit into Servicing Accounts and (2) deliver to the Trustee
on or prior to the Closing Date or, within 45 days following the Closing Date,
as specified in the Pooling and Servicing Agreement, the documents, instruments
and agreements required to be delivered by the Company to the Trustee under
Section 2.01 of the Pooling and Servicing Agreement, and meeting all the
requirements of such Section 2.01, and such other documents, instruments and
agreements as the Company or the Trustee shall reasonably request.
2. Representations and Warranties. (a) The Mortgage Loan Seller
hereby represents and warrants to the Company as of the date hereof and as of
Closing Date that:
(i) The Mortgage Loan Seller 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 Mortgage Loan Seller to perform
its obligations hereunder, and the Mortgage Loan Seller 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,
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) This Agreement has been duly authorized, executed and
delivered by the Mortgage Loan Seller and assuming its due
authorization, execution and delivery by the Company, will
constitute a legal, valid and binding obligation of the
Mortgage Loan Seller, enforceable against the Mortgage Loan
Seller in accordance with the terms of this Agreement, 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), and except that the enforcement of rights with respect
to indemnification and contribution obligations may be limited
by applicable law;
(iii) The execution and delivery of this Agreement by the
Mortgage Loan Seller and the performance of its obligations
hereunder will not conflict with any provision of any law or
regulation to which the Mortgage Loan 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
Mortgage Loan Seller's organizational documents or any
agreement or instrument to which the Mortgage Loan Seller is a
party or by which it is bound, or any order or decree
applicable to the Mortgage Loan Seller, or result in the
creation or imposition of any lien on any of the Mortgage Loan
Seller's assets or property, in each case which would
materially and adversely affect the ability of the Mortgage
Loan Seller to carry out the transactions contemplated by this
Agreement;
(iv) There is no action, suit, proceeding or investigation
pending or, to the knowledge of the Mortgage Loan Seller,
threatened against the Mortgage Loan 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 Mortgage Loan Seller
to carry out the transactions contemplated by this Agreement;
(v) The Mortgage Loan 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 Mortgage Loan Seller or its
properties or might have consequences that would materially
and adversely affect its performance hereunder;
(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 Mortgage Loan Seller of or
compliance by the Mortgage Loan Seller with this Agreement or
the consummation by the Mortgage Loan Seller of the
transactions contemplated by this Agreement, other than those
which have been obtained by the Mortgage Loan Seller;
(vii) The transfer, assignment and conveyance of the Mortgage
Loans by the Mortgage Loan Seller to the Company is not
subject to bulk transfer laws or any similar statutory
provisions in effect in any applicable jurisdiction;
(viii) Insofar as it relates to the Mortgage Loans, the
information set forth in Annexes X-0, X-0 or A-3 to the
Preliminary Prospectus FWP and the Final Prospectus (the "Loan
Detail") and, to the extent consistent therewith, the
information set forth on the Diskette, is true and correct in
all material respects. The information set forth in (a) the
Preliminary Prospectus FWP (as supplemented by the other Time
of Sale Information), as of the Time of Sale and as of the
date hereof, and (b) the Final Prospectus as of the date
hereof, under the headings "Summary of the Prospectus
Supplement--Relevant Parties and Dates--Sponsors," "--The
Mortgage Pool," "Risk Factors," "The Sponsors, Mortgage Loan
Sellers and Originators" and "Description of the Mortgage
Pool" and the information set forth on Annexes X-0, X-0 or A-3
and Annex B to the Preliminary Prospectus FWP and the Final
Prospectus, and to the extent it contains information
consistent with that on such Annexes X-0, X-0 or A-3, set
forth on the Diskette, does not contain any untrue statement
of a material fact or omit to state any material fact
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading,
insofar as such information relates to the Mortgage Loans, the
Mortgaged Properties or Mortgagors related to the Mortgage
Loan, and/or the Seller, and does not represent a restatement
or aggregation of the information on the Loan Detail; and
(ix) The information set forth in the Preliminary Prospectus
FWP and the Final Prospectus complies with the requirements of
and contains all of the applicable information required by
Regulation AB insofar as such information (i) relates to the
Mortgage Loans and is contained in the Loan Detail or (ii)
relates to the Seller, the Mortgage Loans or the Mortgaged
Properties or Mortgagors related to the Mortgage Loans, and
was contained in the Prospectus Supplement under the headings
"Summary of the Prospectus Supplement--Relevant Parties and
Dates--Sponsors," "--Mortgage Loan Sellers," "--Originators,"
"--The Mortgage Pool," "Risk Factors," "Transaction
Parties--The Sponsors," "Description of the Mortgage Pool" or
Annex B, and does not represent an incorrect restatement or an
incorrect aggregation of correct information regarding the
Mortgage Loans contained in the Loan Detail.
(b) The Mortgage Loan Seller hereby makes each of the
representations and warranties set forth on Exhibit D hereto with respect to
each Mortgage Loan, as of the date specified therein or, if no such date is
specified, as of the Closing Date, except as set forth on the Exhibit E hereto.
3. Notice of Breach; Cure and Repurchase or Substitution; Other
Mortgage Loan Costs.
(a) The Mortgage Loan Seller and the Company shall be given prompt
written notice of any Breach or Document Defect, to the extent required by
Section 2.03(b) of the Pooling and Servicing Agreement.
(b) With respect to each Mortgage Loan as to which the Mortgage Loan
Seller has received notice referred in subsection (a) above, the Mortgage Loan
Seller agrees to cure any Breach or Document Defect, as the case may be, in all
material respects, repurchase the affected Mortgage Loan or substitute a
Qualified Substitute Mortgage Loan for such affected Mortgage Loan in accordance
with the terms of Section 2.03(b) of the Pooling and Servicing Agreement.
(c) Upon any repurchase or substitution of a Mortgage Loan
contemplated by Section 3(b) above, the Trustee, the applicable Servicer and the
applicable Special Servicer shall each tender to the Mortgage Loan Seller, 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 that was endorsed or assigned to the Trustee shall be endorsed or assigned,
as the case may be, to the Mortgage Loan Seller.
(d) Without limiting the remedies of the Company, the
Certificateholders or the Trustee on behalf of the Certificateholders pursuant
to this Agreement, it is acknowledged that the representations and warranties
are being made for risk allocation purposes. This Section 3 provides the sole
remedy available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Document Defect in a Mortgage File or any
Breach of any representation or warranty set forth in or required to be made
pursuant to Section 2 of this Agreement.
(e) The Mortgage Loan Seller hereby acknowledges the assignment by
the Company to the Trustee, as trustee under the Pooling and Servicing
Agreement, for the benefit of the Certificateholders, of the representations and
warranties contained herein and of the obligation of the Mortgage Loan Seller to
repurchase a Mortgage Loan or substitute a Qualified Substitute Mortgage Loan
pursuant to this Section. The Trustee or its designee may enforce such
obligations as provided in Section 9 hereof.
(f) With respect to any action taken concerning "due-on-sale" or a
"due-on-encumbrance" clause as set forth in Section 3.08(e) of the Pooling and
Servicing Agreement or a defeasance, any fees or expenses related thereto
including any fee charged by a Rating Agency that is rendering a written
confirmation, to the extent that the related Mortgage Loan documents do not
permit the lender to require payment of such fees and expenses from the
Mortgagor, shall be paid by the Mortgage Loan Seller.
(g) Upon any repurchase or substitution of a Mortgage Loan
contemplated by Section 3(b) above, the Mortgage Loan Seller shall either (i)
retain the applicable Servicer for the repurchased or substituted Mortgage Loan
according to substantially the same terms set forth in the Pooling and Servicing
Agreement or (ii) repurchase the servicing rights for the repurchased or
substituted Mortgage Loan from the applicable Servicer at a purchase price based
on the formula set forth in Section 4 of the Agreement to Appointment of
Servicer by and between the Mortgage Loan Seller and Wachovia dated as of March
1, 2006 (the "Appointment Agreement") to the extent the related Mortgage Loan is
subject to Appointment Agreement.
4. Representations, Warranties and Agreements of Company.
(a) The Company hereby represents and warrants to the Mortgage Loan
Seller, as of the date hereof (or such other date as is specified in the related
representation or warranty), as follows:
(i) The Company 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 Company to perform its
obligations hereunder, and the Company 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) This Agreement has been duly authorized, executed and
delivered by the Company and assuming due authorization,
execution and delivery by the Mortgage Loan Seller, will
constitute a legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with
its terms, except as such enforcement may be limited by
bankruptcy, reorganization, insolvency, moratorium and other
similar laws affecting the enforcement of creditors' rights
generally and to 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
Company and the performance of its obligations hereunder will
not conflict with any provision of any law or regulation to
which the Company 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 Company's
organizational documents or any agreement or instrument to
which the Company is a party or by which it is bound, or any
order or decree applicable to the Company, or result in the
creation or imposition of any lien on any of the Company's
assets or property, in each case which would materially and
adversely affect the ability of the Company to carry out the
transactions contemplated by this Agreement;
(iv) There is no action, suit, proceeding or investigation
pending or to the knowledge of the Company, threatened against
the Company 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 Company
contemplated herein, or which would be likely to impair
materially the ability of the Company to perform under the
terms of this Agreement;
(v) The Company 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 Company or its properties or might have
consequences that would materially and adversely affect its
performance hereunder; and
(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 Company of or compliance by
the Company with this Agreement or the consummation of the
transactions contemplated by this Agreement other than those
that have been obtained by the Company.
5. Company's Conditions to Closing.
The obligations of the Company under this Agreement shall be subject
to the satisfaction, on the Closing Date, or such other date specified herein,
of the following conditions:
(a) The obligations of the Mortgage Loan 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 Mortgage Loan Seller under this Agreement
shall be true and correct as of the date specified in such representation and
warranty or, if no such date is specified, as of the Closing Date, and no event
shall have occurred which, with notice or the passage of time, or both, would
constitute a default under this Agreement, and the Company shall have received a
certificate to that effect signed by an authorized officer of the Mortgage Loan
Seller, upon which the Company and the Underwriters may rely.
(b) The Company or its designee shall have received all of the
following closing documents, in such forms as are agreed upon and acceptable to
the Company and in form and substance satisfactory to the Company, the
Underwriters and their respective counsel, duly executed by all signatories
other than the Company as required pursuant to the respective terms thereof:
(i) with respect to each Mortgage Loan, the related Mortgage
Note, which Mortgage Note shall be delivered to and held by
the Trustee on behalf of the Company;
(ii) the final Mortgage Loan Schedule;
(iii) an officer's certificate from the Mortgage Loan Seller
dated as of the Closing Date, in the form attached hereto as
Exhibit B, upon which the Underwriters may rely;
(iv) a certificate of the Mortgage Loan Seller, dated the
Closing Date, and upon which the Company and the Underwriters
may rely, to the effect that representatives of the Mortgage
Loan Seller have carefully examined the Time of Sale
Information and the Final Prospectus and nothing has come to
the attention of the Mortgage Loan Seller that would lead the
Mortgage Loan Seller to believe that the Time of Sale
Information, as of the Time of Sale or as of the Closing Date,
or the Final Prospectus, as of the Closing Date, 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;
(v) an opinion of Mortgage Loan Seller's counsel, subject to
customary exceptions and carve-outs, which states in substance
the opinions set forth on Exhibit C hereto;
(vi) such other documents, certificates and opinions relating
to the Mortgage Loans or the Mortgage Loan Seller as may be
necessary to secure for the Certificates the following ratings
by Standard & Poor's Rating Services ("S&P") and Fitch, Inc.
("Fitch") and together with S&P, the "Rating Agencies") for
the Class A-1 Certificates, a "AAA" by S&P and a "AAA" by
Fitch; for the Class A-2 Certificates, a "AAA" by S&P and a
"AAA" by Fitch; for the Class A-3 Certificates, a "AAA" by S&P
and a "AAA" by Fitch; for the Class A-AB Certificates, a "AAA"
by S&P and a "AAA" by Fitch; for the Class A-4 Certificates, a
"AAA" by S&P and a "AAA" by Fitch; for the Class A-1A
Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the
Class A-M Certificates, a "AAA" by S&P and a "AAA" by Fitch;
for the Class A-J Certificates, a "AAA" by S&P and a "AAA" by
Fitch; for the Class B Certificates, a "AA" by S&P and a "AA"
by Fitch; for the Class C Certificates, a "AA-" by S&P and a
"AA-" by Fitch; for the Class X-W Certificates, a "AAA" by S&P
and a "AAA" by Fitch; for the Class D Certificates, a "A" by
S&P, and a "A" by Fitch; for the Class E Certificates, a "A-"
by S&P and a "A-" by Fitch; for the Class F Certificates, a
"BBB+" by S&P and a "BBB+" by Fitch; for the Class G
Certificates, a "BBB" by S&P and a "BBB" by Fitch; for the
Class H Certificates, a "BBB-" by S&P and a "BBB-" by Fitch;
for the Class J Certificates, a "BB+" by S&P and a "BB+" by
Fitch; for the Class K Certificates, a "BB" by S&P and a "BB"
by Fitch; for the Class L Certificates, a "BB-" by S&P and a
"BB-" by Fitch; for the Class M Certificates, a "B+" by S&P
and a "B+" by Fitch; for the Class N Certificates, a "B" by
S&P and a "B" by Fitch; for the Class O Certificates, a "B-"
by S&P and a "B-" by Fitch; and the Class P Certificates will
not be rated by any rating agency;
(vii) a letter from the independent accounting firm of
Deloitte & Touche LLP in form satisfactory to the Company,
relating to certain information regarding the Mortgage Loans
as set forth in the Prospectus; and
(viii) the Indemnification Agreement dated March 13, 2006, by
and among the Mortgage Loan Seller, the Company, the
Underwriters and the Initial Purchasers.
(c) The Mortgage Loan Seller hereby agrees to furnish such other
information, documents, certificates, letters or opinions with respect to the
Mortgage Loans or itself as may be reasonably requested by the Company in order
for the Company to perform any of its obligations or satisfy any of the
conditions on its part to be performed or satisfied pursuant to the Underwriting
Agreement, the Pooling and Servicing Agreement or this Agreement.
6. Accountants' Letters.
The parties hereto shall cooperate with Deloitte & Touche LLP in
making available all information and taking all steps reasonably necessary to
permit such accountants to deliver the letters required by the Underwriting
Agreement.
7. Notice of Exchange Act Reporting Events. The Seller hereby agrees
to deliver to the Purchaser and the Trustee any disclosure information relating
to any event reasonably determined in good faith by the Purchaser as required to
be reported on Form 8-K, Form 10-D or Form 10-K by the Trust (in a format
reasonably appropriate for inclusion in such form), including, without
limitation, the disclosure required under Items 1117 and 1119 of Regulation AB
and Item 1.03 to Form 8-K. The Seller shall use its best efforts to deliver
proposed disclosure language relating to any event described under Items 1117
and 1119 of Regulation AB and Item 1.03 to Form 8-K to the Trustee and the
Purchaser within one Business Day and in any event no later than two Business
Days of the Seller becoming aware of such event and shall provide disclosure
relating to any other event reasonably determined by the Purchaser as required
to be disclosed on Form 8-K, Form 10-D or Form 10-K within two Business Days
following the Purchaser's request for such disclosure language. The obligation
of the Seller to provide the above referenced disclosure materials will
terminate upon notice from the Purchaser or the Trustee that the Trustee has
filed a Form 15 with respect to the Trust Fund as to that fiscal year in
accordance with Section 10.10(a) of the Pooling and Servicing Agreement. The
Seller hereby acknowledges that the information to be provided by it pursuant to
this Section will be used in the preparation of reports meeting the reporting
requirements of the Trust under Section 13(a) and/or Section 15(d) of the
Securities Exchange Act of 1934, as amended.
8. Notices. All communications hereunder shall be in writing and
effective only upon receipt and, if sent to the Company, will be mailed, hand
delivered, couriered or sent by facsimile transmission to it at c/o General
Electric Capital Corporation, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Capital Markets / Xxxxxx Xxxxxx, fax number (000) 000-0000,
with a copy to Xxxxxxxx X. XxXxxx, Esq., General Electric Capital Corporation,
000 Xxxx Xxxxx Xx., Xxxxxxxx, Xxxxxxxxxxx, 00000, fax number (000) 000-0000, or,
if sent to the Mortgage Loan Seller, will be mailed, hand delivered, couriered
or sent by facsimile transmission and confirmed to it at 000 Xxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxx, Managing Director, fax
number (000) 000-0000, with a copy to Xxxxx Xxxxxxxxxx, fax number (972)
000-0000 and Xxxxxxxx X. XxXxxx, Esq., fax number (000) 000-0000.
9. Third Party Beneficiaries.
(a) The representations, warranties and agreements made by the
Mortgage Loan Seller in this Agreement are made for the benefit of, and, to the
extent they are assigned by the Company to the Trustee under the Pooling and
Servicing Agreement, may be enforced by or on behalf of, the Trustee, each
Servicer (as to the Mortgage Loans serviced by such Servicer) or each Special
Servicer (as to the Mortgage Loans serviced by such Special Servicer), as
provided in the Pooling and Servicing Agreement, to the same extent that the
Company has rights against the Mortgage Loan Seller under this Agreement in
respect of representations, warranties and agreements made by the Mortgage Loan
Seller herein.
(b) Each of the Underwriters is an intended third party beneficiary
of the representations, warranties and covenants of the Mortgage Loan Seller set
forth in Sections 2(b), and 6 (and, to the extent relevant to the foregoing, in
Sections 10, 11, 12, 13 and 14) of this Agreement. It is acknowledged and agreed
that such representations, warranties and covenants may be enforced by or on
behalf of any Underwriter against the Mortgage Loan Seller to the same extent as
if it were a party hereto.
10. Miscellaneous. This Agreement will be governed by and construed
in accordance with the substantive laws of the State of New York, without regard
to conflicts of laws principles. Neither this Agreement nor any term hereof may
be changed, waived, discharged or terminated except by a writing signed by the
party against whom enforcement of such change, waiver, discharge or termination
is sought. This Agreement may not be changed or waived in any manner which would
have a material adverse effect on Certificateholders without the prior written
consent of the Trustee. This Agreement also may not be changed in any manner
which would have a material adverse effect on any other third party beneficiary
hereof without the prior written consent of that person. This Agreement may be
executed in any number of counterparts, each of which shall for all purposes be
deemed to be an original and all of which shall together constitute but one and
the same instrument. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and assigns, and no
other person will have any right or obligation hereunder, other than as provided
herein. This Agreement is enforceable by the Underwriters and the other third
party beneficiaries hereto in all respects to the same extent as if they had
been signatories hereof.
11. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this Agreement, or
in certificates of officers of the Mortgage Loan Seller and the Company
submitted pursuant hereto, shall remain operative and in full force and effect
and shall survive transfer and sale of the Mortgage Loans to the Company and by
the Company to the Trustee notwithstanding any language to the contrary
contained in any endorsement of any Mortgage Loan.
12. Severability. If any provision of this Agreement shall be
prohibited or invalid under applicable law, this Agreement shall be ineffective
only to such extent, without invalidating the remainder of this Agreement.
13. Further Assurances. The Mortgage Loan Seller and the Company
agree to execute and deliver such instruments and take such actions as the other
party may, from time to time, reasonably request in order to effectuate the
purpose and to carry out the terms of this Agreement.
14. JURISDICTION. THE MORTGAGE LOAN SELLER HEREBY IRREVOCABLY AND
UNCONDITIONALLY:
(A) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT, OR FOR RECOGNITION AND
ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE
NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE
OF NEW YORK, THE COURTS OF THE UNITED STATES OF AMERICA FOR
THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM
ANY THEREOF;
(B) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN
SUCH COURTS AND WAIVES ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING
IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS
BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR
CLAIM THE SAME;
(C) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR
PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY
REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR
FORM OF MAIL), POSTAGE PREPAID, TO THE MORTGAGE LOAN SELLER AT
ITS ADDRESS SET FORTH HEREIN FOR NOTICES OR AT SUCH OTHER
ADDRESS OF WHICH THE COMPANY SHALL HAVE BEEN NOTIFIED; AND
(D) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT
SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR
SHALL LIMIT THE RIGHT TO XXX IN ANY OTHER JURISDICTION.
15. Costs. The Mortgage Loan Seller shall pay (or shall reimburse
the Company to the extent that the Company has paid) the Mortgage Loan Seller's
pro rata portion of the aggregate of the following amounts (the Mortgage Loan
Seller's pro rata portion to be determined according to the percentage that the
principal balance of the Mortgage Loans represents of the principal balance of
the Mortgage Loans and the Other Mortgage Loans): (i) the costs and expenses of
printing (or otherwise reproducing) and delivering a preliminary and final
Prospectus relating to the Certificates; (ii) the initial fees, costs, and
expenses of the Trustee (including reasonable attorneys' fees); (iii) the filing
fee charged by the Securities and Exchange Commission for registration of the
Certificates so registered and reasonable attorney's fees and legal expenses in
connection therewith; (iv) the fees charged by the Rating Agencies to rate the
Certificates so rated and reasonable attorney's fees and legal expenses in
connection therewith; (v) the fees and expenses of counsel to the Underwriter;
(vi) the fees and expenses of counsel to the Depositor; (vii) the fees and
expenses of counsel to the Servicers; (vii) the fees and expenses of counsel to
the Mortgage Loan Seller and the sellers of the Other Mortgage Loans; (ix) the
costs and expenses of the "Bloomberg roadshow"; (x) the expense of recording any
assignment of Mortgage or assignment of Assignment of Leases as contemplated by
Article 2 of the Pooling and Servicing Agreement; (xi) the cost of obtaining a
"comfort letter" from a firm of certified public accountants selected by the
Company and the Mortgage Loan Seller with respect to numerical information in
respect of the Mortgage Loans included in the Prospectus; (xii) the concession
fees of the Underwriters; and (xiii) other miscellaneous costs and expenses
agreed upon by the parties hereto. All other costs and expenses in connection
with the transactions contemplated hereunder shall be borne by the party
incurring such expense.
16. Characterization of Sale. It is the express intent of the
parties hereto that the conveyance of the Mortgage Loans by the Mortgage Loan
Seller to the Company as provided in Section 1 hereof be, and be construed as, a
sale of the Mortgage Loans by the Mortgage Loan Seller to the Company and not as
a pledge of the Mortgage Loans by the Mortgage Loan Seller to the Company to
secure a debt or other obligation of the Mortgage Loan Seller.
[Signature page follows]
IN WITNESS WHEREOF, the Company and the Mortgage Loan Seller have
caused this Agreement to be duly executed by their respective officers as of the
day and year first above written.
GE COMMERCIAL MORTGAGE CORPORATION
By: /s/ Xxxxxx Xxxxxx
---------------------------------------------
Name: Xxxxxx Xxxxxx
Title: Authorized Signatory
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxxx Xxxxxx
---------------------------------------------
Name: Xxxxxx Xxxxxx
Title: Authorized Signatory
EXHIBIT A
MORTGAGE LOAN SCHEDULE
[begins on the following page]
GE COMMERCIAL MORTGAGE CORPORATION, SERIES 2006-C1
Mortgage Loan Schedule
ID Property Name Sponsor
------- ----------------------------------------------- ----------------------------------------------------------
6 33 Washington Xxxxxxxx Xxxxx
9 Grand Marc at Riverside GMH Communities Trust, Xxxx X. Xxxxxxxx, Vornado
Realty Trust, College Park Investments, LLC
11 Pegasus - GMH GMH Communities Trust, Xxxx X. Xxxxxxxx, Vornado
Realty Trust, College Park Investments, LLC
00 Xxxxxxx Xxxx Xxxx Portfolio Xxxxxxx X. Xxxxxx, Xxxx X. Xxxxxx
12.1 Stonecrest Shopping Center
12.2 Destination Home & Georgia Backyard
13 Embassy Suites Hilton Hotels, Inc., Duke Street Partnership, The Xxxxxx
Xxxx Company
00 Xxxxxxxxxx Xxxxx Xxxx X. Xxx
16 Yosemite Park Fox General Indemnitor II, LLC, Xxxx Xxx
19 Park Village Xxxxx Xx Xxx
23 Xxxxxx Creek Apartments Xxxxx X. Persons, III
24 Concorde Centre II Xxxxxxx Xxxxxxxx
25 Copans Commerce Depot Xxxxxxxx Xxxxx
26 Sojourn & Lakeview Portfolio Xxxxxxx X. Xxxxxxx
26.1 Lakeview
26.2 Sojourn
30 The Preserve at Xxxxx Lake Apartments Xxxxxxx X. Xxxxx, Xx., Xxxxxxx X. Xxxxx
33 ENN 3 - Hilton Garden Inn Equity Inns Partnership, L.P.
00 Xxxxxxx Xxx & Xxxxxx - Xxxx Xxxxxx Xxxxxxx Xxxxxxx
39 Conyers Crossroads-Phase II XX Xxxxxx Income & Growth Fund, New Plan Excel
Realty Trust Inc.
41 Mt. Pleasant Hampton Inn & Suites Xxxxxxx Xxxxxxx
43 Xxxxx Xxxxxx Plaza Xxxxx X. Xxxxxxx
00 Xxxxxxxxx Xxx - Xx. Xxxxxxxx, XX Xxxxxxx Xxxxxxx
47 Sunpointe Apartments Xxxxx Xxxxxxxxx, Xxxxx Xxxxxxx, Xxxxxxx X. Xxxxxxxx,
T. Xxxxx Xxxxxxxx, Xxxx Xxxxxxxx, Xxxxxxxx X. Xxxx
00 Xxxxxxxx Xxxxx Xxxxxxx X. Xxxx
49 Avenel - Extra Space Self Storage Extra Space Storage LLC
50 Regency Manor MHC Xxxxx X. Xxxxxxxxx, Xxxxxxxx X. Xxxxxx
51 Shoppes of Xxxxxx Xxxxxx Xxxx Xxxxxx
52 A1 Self Storage Santa Xxxx Xxxxx X. Xxxxxxx
53 Xxxxxxxx Xxxxxxx & San Xxxxxxx Xxxxx Xxxxxx, Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx
53.1 Lockaway San Leandro
53.2 Xxxxxxxx Xxxxxxx
54 Quarry Hill MHC Xxxxxx X. Xxxx, Xxxxxxx Flesh, Xxxxxx Xxx Xxxxxx
Rollup Xxxxx/Xxxx Retail Portfolio Xxxxx Xxxxx, Xxxx Xxxx
55 Xxxxxx Commons Xxxxx Xxxxx, Xxxx Xxxx
56 The Shoppes at Rockwood Xxxxx Xxxxx, Xxxx Xxxx
57 Ridge Park Center Xxxxx Xxxxx, Xxxx Xxxx
61 Lincoln Park Self Storage Xxxx Cardiff
62 Bali Hai - Lakeshore Xxxxxx X. Xxxx, Xxxxxx X. Flesh, Xxxxxxx Xxxxxx
00 Xxxxxxxx Xxxxxxxx Xxxxxxx X. Xxxxx
66 Knight Chase Apartments Xxxx Xxxxxx, Sr, Xxxx Xxxxx Xxxxxx, Xxxxxxxxxxx Xxxxxx,
(Xxx) Xxxx Xxxxx Xxxxxx, Xx
00 Xxxxx Xxxxxx Self Storage See Footnote (28)
70 Lexington Mini Storage Xxxxxxx and Xxxx Xxxxx, Xxxxxx Xxxxxx
71 Shoppes at St.Lucie West Xxxxx Xxxx, Xxxxxxx Xxxx
72 White Xxxxx Self Storage Xxxxxxx X. Xxxx
73 ENN 4 - Springhill Suites Equity Inns Partnership, L.P.
74 Power Self Storage- Industry Xxxxxxxx Xxxxx, Xxxx XxXxxxxx
75 Pleasant Lake RV Resort Community Xxxxx Xxxxxxx, Sion Xxxxxx, Xxxxxxx Xxxxxxxxx
76 Devon SS - Falls Road Xxxxxxx X Xxxxxxxx, Xxxxx Xxxxxxxxx
77 ENN 6 - Residence Inn Equity Inns Partnership, L.P.
78 Devon SS - Cockeysville Xxxxxxx X Xxxxxxxx, Xxxxx Xxxxxxxxx
79 Fox Hills/Parkside/Driftwood Mobile Xxxx Xxxx
Home Community Portfolio
79.1 Driftwood Village Mobile Home Community
79.2 Parkside Mobile Home Community
79.3 Fox Hills Mobile Home Community
80 ENN 2 - Courtyard by Marriott Equity Inns Partnership, L.P.
00 Xxxxxx Xxxxx Shopping Center Xxxxxxx X. Xxxxx, Xxxxx X. Xxxxx
00 Xxxx Xxxxxx Xxxxxxx X. Xxxxx, X. Xxxx Xxxxxx, Jr.
83 Outback Self Storage Bennett V. York
84 400 Broadway Xxxx Xxxxxx
85 Southlawn Xxxxxxx X. Xxxx XX, Xxxxxx Xxxx Xxxxxxx,
Xxxxxxx X. Xxxxxxx
86 Storage One Cheyenne Xxxxx X. Xxxxx, Xxxxxx X. Xxxxx Xx.
87 Hidden Lake Apartments Xxxxxxx X. Xxxxxxxx
89 Redhawk Medical Center Xxxxxx X. Xxxxx
00 Xxxxxx Xxxx Self Storage Xxxxxxxx X. Xxxxx
91 Brentwood Shoppes Xxxxxx X. Xxxxx, Xxxxx X. Xxxxx
92 WWG-EZ Access SS Xxxx Xxxxx, Xxx Xxxxx, Xxxxx Xxxxxx
93 The Village Townhomes Xxxxxxx X. Xxxxxxx
94 Spalding Triangle Xxxxxx X. Xxxxxx, J. Xxxxx Xxxxx, Jr.
96 Amberglen Marketplace Xxxxxxx Xxxxxx, Xxxx Xxxxxx
97 Mesa Plaza Xxx X. Xxxxxx XX
98 Simply Storage Portfolio G. Xxxxxx Xxxx, XX, Xxxx X. X'Xxxx,
Xxxxxx X. Xxxxxxxx, XX
98.1 Simply Storage-Short Pump
98.2 Simply Storage-Ashland
99 A1 Self Storage - Mission Valley II (Xxxxxx Xx) Xxxxx X. Xxxxxx, Xxxxxxxx X. Xxxxxx
100 A Storage Place - Evergreen Xxxxxx Flaming
101 Bremen Crossing Xxxxx X. Xxx
102 A Storage Place - Rialto Xxxxxx Flaming
104 Huntcrest Market Xxxxx X. Xxxxxxxxxxx, Xxxxx X. Xxxxxxxxx,
Xxxxxxx X. Xxxxxxxx
106 Leslie's Poolmart Industrial Xxxxxxx X. Xxxxxx, Xxxxxx X. Flesh
000 Xxxxxxxx Xxxxx Xxxxx X. Xxxxx
110 Madison Service Commercial Center Xxx Xxxxxx
111 Palm View Gardens RV Resort Xxxxxxx Xxxxxx
000 Xxxxxxxx Xxxx Xxxxx Xxx X. Xxxxxxx, Xxxxxx Xxxxxxxxx
113 Devon SS - Xxxxxxxxx Xxxxxxx X. Xxxxxxxx, Xxxxx Xxxxxxxxx
114 Kenmore Self Storage Xxxxxxx Xxxx Xxxxxx
115 Storage Xxtra Hwy 278 Xxxx X. Xxxxxxx, Xx.
116 A Storage Place - Ft. Xxxxxxx Xxxxxx B. Flaming
117 Xxxxxx Storage Xxxxx X. Duck
118 Anchor Storage Xxxxxxx X. Xxxxxxxxxx, Xxxxx X. Xxxxx,
Xxxxxx Xxxx
119 Yuciapa Self Storage Xxxxx Flaming
120 Duluth Super Wal-Mart Shadow Xxxxxxxxx Xxxx Sharma
122 DTC Self Storage Xxxxxx X. Xxxxxx
124 Budget Self Storage Xxxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx
125 The Shops at Santa Xxxxxxx I XX Xxxxxx
126 First Storage Dunwoody J. Xxxxx Xxxxxx, Xxxx Xxxxx Xxxxx
128 A-1 Self Storage Oceanside II Xxxxxxxx X. Xxxxxx
000 Xxxxxxx Xxxxx and Willow Grove MHCs Xxxxx Xxxxxxxxx, Xxxxxxxx Xxxxxx
000 Xxxxxxxxxx Xxxxxx Xxxxx Xxxxxxx A. Xxxxxx Xxxxxxx
000 Xxxxxxxxxxx Xxxxxxx Xxxxx X. Xxxxxxxxx
133 A1 Self Storage Mission Valley III (Xxxxxx Xx) Xxxxx X. Xxxxxx, Xxxxxxxx Xxxxxx
134 BullsEye Storage Gulfgate M. Xxxxx Xxxxxx
135 Camp Bowie Self Storage Xxxxx Duck
136 Missouri Flat Self Storage Xxxxxxxxxxx Xxxxxx, Xxxxx Xxxxxxxx
137 Stor It 4 Less Xxx Xxxxxxxxxx
140 Douglasville MOB R. Xxxxxxx Xxxxxx
141 Coachella Valley Art Flaming
142 Additional Self Storage Xxxxxx Road East Xxxxxxx X.Xxxxxx, Xxxx Xxxxxx Xx., Xxxxxxx X. Xxxxxx
Xxxxxx, Xxxxx J. Kawaski
000 Xxxxx Xxxxxxx MHP Xxxx Xxxxxxxx, Xxx Xxxxxxxx
144 Fairview MHC Xxxx X. Xxxx
000 X-0 Self Storage Oceanside I Xxxxx X. Xxxxxx
146 The Shops at Santa Xxxxxxx XX XX Xxxxxx
ID Address City State Zip Code
------ --------------------------------------------- ------------------------- ----- --------
6 00 Xxxxxxxxxx Xxxxxx Xxxxxx XX 00000
9 0000 Xxxx Xxxx Xxxxxxxxx XX 00000
11 00000 Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxx XX 00000
12 Various Various GA Various
12.1 7300, 7310, 0000 Xxxxxxxxxx Xxxxxxxxx; Xxxxxxxx XX 00000
0000 Xxxxxxxxxx Xxxx; 0000 Xxxxxxxxxx Xxxxxxx
12.2 1955 & 0000 Xxxx xx Xxxxxxx Xxxxxxxxx Xxxxxx XX 00000
13 0000 Xxxxxxxx Xxxx Xxxxxxxxxx XX 00000
15 0000 X. Xxxxxxx Xxxxxx Xxxxxx XX 00000
16 0000 Xxxx Xxxxxxx Xxxxx Xxxxxxxxxx XX 00000
19 0000 Xxxxxxxx Xxxx Xxxx Xxxxxx XX 00000
23 000 Xxxxxx Xxxxx Xxx Xxxxxxxxxx XX 00000
24 0000 Xxxxxxxxx 000xx Xxxxxx Xxxxxxxx XX 00000
25 0000 Xxxx Xxxxxx Xxxx Xxxxxxx Xxxxx XX 00000
26 Various Various TX Various
26.1 0000 Xxxxx Xxxx Xxxx Xxxx Xxxxxxx XX 00000
26.2 0000 Xxxxxxx Xxxxx Xxxxxxx XX 00000
30 000 Xxxxx Xxxx Xxxx Xxxxxxxxxx XX 00000
33 00000 Xxxxxxxxxx Xxxxx Xx. Xxxxx XX 00000
37 000 Xxxxxxx Xxxxx Xxxxx Xxxxxxxxxx XX 00000
39 0000-0000 Xxxxxxx Xxxxx Xxxxxxxxx Xxxxxxx XX 00000
41 0000 Xxxx xx Xxxxx Xx. Xxxxxxxx XX 00000
43 000 Xxxx-Xxxxxxxxxx Xxxx Xxxxxx XX 00000
46 0000 Xxxx xx Xxxxx Xx. Xxxxxxxx XX 00000
47 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxx Xxxxxxxxx XX 00000
48 0000 Xxxxx Xxxxxx Xxxxxxx XX 00000
49 0000 Xxxxxx Xxxxxx Xxxxxx XX 00000
50 0000 Xxxxxxxxxx Xxxx Xxx Xxxxxx XX 00000
51 600 & 000 Xxxxx 00xx Xxxxxx Xxxxxx XX 00000
52 0000-0000 Xxxxxx Xxxxxx Xxxxx Xxxx Xx 00000
53 Various Various CA Various
53.1 0000 Xxxxx Xxxxxx Xxx Xxxxxxx XX 00000
53.2 0000 Xxxxxxxx Xxxxxx Xxxxxxx XX 00000
54 00000 Xxxx Xxxx Xxxxx XX 00000
Rollup Various Various AR Various
55 0000 Xxxx Xxxx Xxxxxx Xxxxxxxxxxx XX 00000
56 000 Xxxxx Xxxxxxxx Xxxx Xxxxx XX 00000
57 0000 Xxxx Xxxxxx Xxxx Xxxxxxxxx XX 00000
61 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxx XX 00000
62 0000 Xxxxxx Xxxx Xxxxxxx XX 00000
63 00000 Xxxxxxxx Xxxxxxx Xxxxxxxx XX 00000
66 0000 Xxxxxxxx Xxxxxxx Xxxxx Xxxxxxxxxxx XX 00000
67 0000 Xxxxx Xxxxxx Xxxx Xxxxx XX 00000
70 000 Xxxxxx Xxx Xxxxxxxxx XX 00000
71 1718- 0000 Xxxxxxxxx Xxxxxx Lucie Xxxx Xxxxxxxxx Xxxx Xx. Xxxxx XX 00000
72 0000 Xxxxx Xxxxx Xxxx Xxxxx Xxxxx XX 00000
73 0 Xxxxxxxxx Xxxxx Xxxxxxxxx XX 00000
74 00000 Xxxx Xxxxxx Xxxx xx Xxxxxxxx XX 00000
75 0000 00xx Xxxxxx Xxxx (XX 00) Xxxxxxxxx XX 00000
76 0000 Xxxxx Xxxx Xxxxxxxxx XX 00000
77 0000 Xxxxxxx Xxxx Xxxxxxxxxxxx XX 00000
78 00000 Xxxx Xxxx Xxxxxxxxxxxx XX 00000
79 Various Various OR Various
79.1 0000 XX Xxxxxxx Xxxxx Xxxxxxx Xxxxxxxx XX 00000
79.2 0000 X. Xxxxxx Xxxx Xxxxxx XX 00000
79.3 00000 Xxxxxxxxx Xxxxx Xxxx XX 00000
80 000 Xxxxxxx Xxxxx Xxxxxx XX 00000
81 0000 Xxxxxxx Xxxxxxx Xxxxxxx Xxxx Xxxxx Xxxx XX 00000
82 000 Xxxx Xxxx Xxxx Xxxxxx Xxxxxxx XX 00000
83 000 Xxxx Xxxxxxx Xxxx Xxxxxx Xxxxx XX 00000
84 000 Xxxxxxxx Xxxxxxxx XX 00000
85 00 Xxxxxxxxx Xxxxx Xxxxxxxxx XX 00000
86 0000 Xxxx Xxxxxxxx Xxxxxx Xxx Xxxxx XX 00000
87 0000 000xx Xxxxxx Xxxxxxxxx Xxxxxxxx XX 00000
89 00000 Xxxxxx Xxxxxxx Xxxxx Xxxxxxxx XX 00000
90 000 Xxxxxxxxxx Xxxxx Xxxxx Xxxxxx XX 00000
91 000-000 Xxxxx Xxxxxxxxx Xxxx Xxxxx XX 00000
92 000 Xxx Xxxxxx Xxxxxxxx XX 00000
93 308-536 North Brentwood & 000-000 Xxxxx Xxxxxxx Xxxxxxx XX 00000
94 0000 XX Xxxxxxxx Xxxxx, 0000 Xxxx Xxxxx Xxxxxxxx XX 00000
96 0000-0000 Xxxxxxxxx Xxxxxxxxxx Xxxxx Xxxxxxxxx XX 00000
97 0000-0000 Xxxx Xxxxx Xxxxxx XX 00000
98 Various Various VA Various
98.1 0000 Xxxxxxx Xxxxx Xxxx Xxxx Xxxxx XX 00000
98.2 000 Xxxxx Xxxxxxxxxx Xxxxxxx Xxxxxxx XX 00000
99 0000 Xxxxxx Xxxx Xxx Xxxxx XX 00000
100 00000 Xxxxxxxxxx Xxx Xxxxxxxxx XX 00000
101 3870-3998 Bremen Crossing Xxxxxx XX 00000
102 000 X. Xxxxxxxxx Xxxxxx Xxxxxx XX 00000
104 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxxxxxxx XX 00000
106 0000 Xxx Xxxxxx Xxxxx Xxxxxx XX 00000
107 0000 Xxxxxx Xxxxxx Xxxxxxx XX 00000
110 00000 Xxxxxxx Xxxxxx Xxxxxxxx XX 00000
111 0000 Xxxx Xxxxxxxxx Xxxxxxxxxxx XX 00000
112 0000 Xxxxx Xxxx Xxxxxx XX 00000
113 00000 Xxxxxxxxx Xxxx Xxxxxxxxxxxx XX 00000
114 00000 00xx Xxxxxx Xxxxxxxxx Xxxxxxx XX 00000
115 0000 Xxxxx Xxxxxxx Xxxx Xxxxx XX 00000
116 000 Xxxx Xxxxxx Xxxx 00 Xxxx Xxxxxxx XX 00000
117 0000 Xxxx Xxxxxx Xxxx Xxxxxx XX 00000
118 0000 000xx Xxxxxx Xxxxxxxxx Xxxxxxxxx XX 00000
119 00000 Xxxxxx Xxxx Xxxx Xxxxxxx XX 00000
120 0000 Xxxxxxxx Xxxx Xxxx Xxxxxx XX 00000
122 0000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxx XX 00000
124 0000 Xxxx XX Xxxxxx Xxxxxxxxx Xxxxxxxxx XX 00000
125 0000 Xxxxx Xxxxxxx Xxxxxxxxx Xxxx Xxxxx XX 00000
126 0000 Xxxxxxxx Xxxxx Xxxxxxx XX 00000
128 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxx XX 00000
129 0000 Xxxxxxxxx Xxxxxx and 0000 Xxxxx Xxxxxx Xxxxxxxxxxx XX 00000
130 00000 Xxxxxx Xxxxxx Xxxxxx Xxxxx XX 00000
132 0000 Xxxx Xxxx Xxxxxxxxxxx XX 00000
133 0000 Xxxxxx Xxxxxx Xxxx Xxx Xxxxx XX 00000
134 0000 Xxxxx Xxxx Xxxx Xxxxxxx XX 00000
135 6471 Camp Bowie Xxxx Xxxxx XX 00000
136 0000 Xxxxxxxx Xxxx Xxxx Xxxxxxxxxxx XX 00000
137 0000 Xxx Xxxxxxxx Xxxx Xxx Xxxxxx XX 00000
140 0000 Xxxxxxxx Xxxx Xxxx Xxxxxxxxxxxx XX 00000
141 00000 Xxxxxxx Xxxxxx Xxxxx Xx 00000
142 00000 Xxxxxxxxx 00xx Xxxxxx Xxxxxxxxx XX 00000
143 000 Xxxxx Xxxxxxx Xxxx Xxxx XX 00000
144 0000 Xxxxxxxx Xxxxx Xxxxxxxxxxx XX 00000
145 0000 Xxxxx Xxxxxxxxx Xxxxxxxxx Xxxxxxxxx XX 00000
146 0000 Xxxxx Xxxxxxx Xxxxxxxxx Xxxx Xxxxx XX 00000
Net Cut-off Original Stated Remaining
Interest Interest Original Date Term to Maturity Term to Maturity
ID Rate Rate Balance Balance or APD (mos.) or APD (mos.)
------ ---------- ---------- ------------ ------------ ------------------ ------------------
6 5.170% 5.149% 54,999,999 54,999,999 120 117
9 5.500% 5.479% 42,090,680 42,090,680 120 118
11 5.220% 5.199% 29,914,000 29,914,000 60 58
12 5.590% 5.569% 29,120,000 29,120,000 120 119
12.1 19,360,000 19,360,000
12.2 9,760,000 9,760,000
13 5.300% 5.279% 28,000,000 28,000,000 120 118
15 5.570% 5.549% 24,225,000 24,225,000 120 118
16 5.130% 5.109% 22,000,000 22,000,000 120 113
19 5.650% 5.569% 18,000,000 17,958,798 120 118
23 5.530% 5.509% 14,500,000 14,500,000 120 118
24 5.770% 5.749% 14,200,000 14,200,000 120 118
25 5.040% 5.019% 13,900,000 13,900,000 120 118
26 5.760% 5.739% 13,475,000 13,475,000 120 118
26.1 7,239,085 7,239,085
26.2 6,235,915 6,235,915
30 5.470% 5.449% 12,000,000 12,000,000 120 117
33 5.440% 5.419% 11,490,000 11,435,606 120 117
37 5.560% 5.539% 10,125,000 10,125,000 120 118
39 5.260% 5.239% 9,750,000 9,750,000 99 96
41 5.690% 5.669% 9,000,000 9,000,000 84 82
43 5.860% 5.799% 8,900,000 8,880,317 120 118
46 5.560% 5.539% 8,525,000 8,525,000 120 118
47 5.630% 5.609% 8,500,000 8,500,000 120 120
48 5.500% 5.479% 8,400,000 8,380,294 120 118
49 5.240% 5.219% 8,080,000 8,080,000 120 117
50 5.660% 5.639% 8,051,000 8,051,000 120 118
51 5.500% 5.419% 8,000,000 7,981,233 120 118
52 5.720% 5.699% 7,968,000 7,949,969 120 118
53 5.370% 5.349% 7,917,000 7,917,000 120 117
53.1 5,167,000 5,167,000
53.2 2,750,000 2,750,000
54 5.650% 5.629% 7,650,000 7,650,000 120 119
Rollup 5.680% 5.659% 7,589,000 7,589,000 120 118
55 5.680% 5.659% 3,093,000 3,093,000 120 118
56 5.680% 5.659% 2,784,000 2,784,000 120 118
57 5.680% 5.659% 1,712,000 1,712,000 120 118
61 5.670% 5.649% 7,292,000 7,275,363 120 118
62 5.350% 5.329% 7,275,000 7,275,000 120 118
63 5.660% 5.639% 7,100,000 7,100,000 120 120
66 5.570% 5.499% 6,813,000 6,797,199 120 118
67 5.330% 5.309% 6,750,000 6,750,000 120 116
70 5.600% 5.579% 6,500,000 6,500,000 120 118
71 5.670% 5.649% 6,300,000 6,300,000 120 119
72 5.400% 5.379% 6,200,000 6,200,000 120 117
73 5.440% 5.419% 6,050,000 6,021,359 120 117
74 5.660% 5.639% 5,950,000 5,936,403 120 118
75 5.240% 5.219% 5,900,000 5,900,000 120 116
76 5.560% 5.539% 5,887,000 5,855,789 120 115
77 5.440% 5.419% 5,879,000 5,851,169 120 117
78 5.670% 5.649% 5,700,000 5,700,000 120 115
79 5.670% 5.649% 5,700,000 5,686,995 60 58
79.1 1,970,000 1,965,505
79.2 1,960,000 1,955,528
79.3 1,770,000 1,765,962
80 5.440% 5.419% 5,495,000 5,468,987 120 117
81 5.520% 5.439% 5,472,000 5,446,047 120 118
82 5.550% 5.529% 5,285,000 5,285,000 120 120
83 5.240% 5.219% 5,200,000 5,174,632 120 117
84 5.390% 5.369% 5,117,000 5,117,000 120 120
85 5.550% 5.489% 5,100,000 5,088,133 120 118
86 5.730% 5.709% 5,023,000 5,011,652 120 118
87 5.360% 5.339% 5,000,000 5,000,000 120 118
89 5.710% 5.689% 5,000,000 5,000,000 121 121
90 5.630% 5.609% 5,000,000 4,993,096 120 119
91 5.520% 5.499% 5,000,000 4,983,581 120 117
92 5.730% 5.709% 4,900,000 4,900,000 120 118
93 5.400% 5.379% 4,810,000 4,810,000 120 116
94 5.520% 5.459% 4,800,000 4,793,294 120 119
96 5.630% 5.609% 4,700,000 4,700,000 120 117
97 5.470% 5.449% 4,700,000 4,684,420 120 117
98 5.100% 5.019% 4,600,000 4,583,664 120 117
98.1 3,295,000 3,283,298
98.2 1,305,000 1,300,366
99 5.440% 5.419% 4,555,000 4,539,966 120 118
100 5.320% 5.299% 4,500,000 4,500,000 120 118
101 5.640% 5.619% 4,500,000 4,489,683 120 118
102 5.140% 5.119% 4,300,000 4,300,000 120 117
104 5.680% 5.659% 4,200,000 4,190,433 120 118
106 5.630% 5.609% 4,100,000 4,100,000 84 84
107 5.700% 5.629% 4,000,000 4,000,000 120 118
110 5.530% 5.509% 4,000,000 3,990,662 120 118
111 5.680% 5.659% 4,000,000 3,989,747 120 119
112 5.010% 4.929% 3,900,000 3,890,086 120 118
113 5.780% 5.759% 3,900,000 3,883,698 120 116
114 5.140% 5.119% 3,725,000 3,711,869 120 117
115 5.380% 5.359% 3,700,000 3,687,688 120 118
116 5.250% 5.229% 3,600,000 3,600,000 120 117
117 5.790% 5.769% 3,600,000 3,600,000 120 118
118 6.110% 6.089% 3,568,000 3,563,311 120 119
119 5.720% 5.699% 3,500,000 3,500,000 120 117
120 5.660% 5.579% 3,485,000 3,477,036 120 118
122 5.800% 5.779% 3,375,000 3,370,422 120 119
124 5.540% 5.519% 3,200,000 3,200,000 120 118
125 5.070% 5.049% 3,200,000 3,188,573 120 117
126 5.800% 5.779% 3,100,000 3,100,000 120 117
128 5.440% 5.419% 3,075,000 3,064,851 120 118
129 5.490% 5.469% 3,050,000 3,050,000 120 116
130 5.430% 5.409% 3,000,000 2,992,881 84 82
132 5.170% 5.149% 2,800,000 2,800,000 120 117
133 5.440% 5.419% 2,770,000 2,760,857 120 118
134 5.910% 5.839% 2,675,000 2,675,000 120 118
135 5.890% 5.869% 2,550,000 2,550,000 120 118
136 5.340% 5.319% 2,500,000 2,486,159 120 115
137 5.790% 5.769% 2,472,000 2,460,902 120 117
140 5.890% 5.809% 2,042,000 2,035,747 120 117
141 5.620% 5.599% 2,000,000 2,000,000 120 119
142 5.220% 5.199% 1,800,000 1,800,000 120 117
143 5.530% 5.509% 1,728,000 1,720,429 120 116
144 5.330% 5.309% 1,725,000 1,715,431 60 55
145 5.440% 5.419% 1,480,000 1,475,115 120 118
146 5.070% 5.049% 1,400,000 1,395,001 120 117
Maturity Original Remaining Monthly Interest
Date Amortization Amortization Debt Administrative Servicing Accrual
ID or APD Term (mos.) Term (mos.) Service Cost Rate Fee Rate Method
------ --------- ------------ ------------ ----------- -------------- ------------ -------------
6 12/1/2015 360 360 300,993 0.0214% 0.0200% Actual/360
9 1/1/2016 0 0 195,595 0.0214% 0.0200% Actual/360
11 1/1/2011 0 0 131,933 0.0214% 0.0200% Actual/360
12 2/1/2016 360 360 166,988 0.0214% 0.0200% Actual/360
12.1
12.2
13 1/1/2016 0 0 125,384 0.0214% 0.0200% Actual/360
15 1/1/2016 360 360 138,613 0.0214% 0.0200% Actual/360
16 8/1/2015 360 360 119,855 0.0214% 0.0200% Actual/360
19 1/1/2016 360 358 103,902 0.0814% 0.0800% Actual/360
23 1/1/2016 360 360 82,603 0.0214% 0.0200% Actual/360
24 1/1/2016 360 360 83,048 0.0214% 0.0200% Actual/360
25 1/1/2016 360 360 74,958 0.0214% 0.0200% Actual/360
26 1/1/2016 0 0 65,578 0.0214% 0.0200% Actual/360
26.1
26.2
30 12/1/2015 360 360 67,909 0.0214% 0.0200% Actual/360
33 12/1/2015 300 297 70,148 0.0214% 0.0200% Actual/360
37 1/1/2016 300 300 62,540 0.0214% 0.0200% Actual/360
39 3/1/2014 0 0 43,331 0.0214% 0.0200% Actual/360
41 1/1/2013 300 300 56,294 0.0214% 0.0200% Actual/360
43 1/1/2016 360 358 52,562 0.0614% 0.0600% Actual/360
46 1/1/2016 300 300 52,657 0.0214% 0.0200% Actual/360
47 3/1/2016 360 360 48,958 0.0214% 0.0200% Actual/360
48 1/1/2016 360 358 47,694 0.0214% 0.0200% Actual/360
49 12/1/2015 360 360 44,568 0.0214% 0.0200% Actual/360
50 1/1/2016 360 360 46,524 0.0214% 0.0200% Actual/360
51 1/1/2016 360 358 45,423 0.0814% 0.0800% Actual/360
52 1/1/2016 360 358 46,347 0.0214% 0.0200% Actual/360
53 12/1/2015 360 360 44,308 0.0214% 0.0200% Actual/360
53.1
53.2
54 2/1/2016 360 360 44,159 0.0214% 0.0200% Actual/360
Rollup 1/1/2016 360 360 43,950 0.0214% 0.0200% Actual/360
55 1/1/2016 360 360 17,913 0.0214% 0.0200% Actual/360
56 1/1/2016 360 360 16,123 0.0214% 0.0200% Actual/360
57 1/1/2016 360 360 9,915 0.0214% 0.0200% Actual/360
61 1/1/2016 360 358 42,184 0.0214% 0.0200% Actual/360
62 1/1/2016 360 360 40,625 0.0214% 0.0200% Actual/360
63 3/1/2016 360 360 41,029 0.0214% 0.0200% Actual/360
66 1/1/2016 360 358 38,983 0.0714% 0.0700% Actual/360
67 11/1/2015 360 360 37,609 0.0214% 0.0200% Actual/360
70 1/1/2016 360 360 37,315 0.0214% 0.0200% Actual/360
71 2/1/2016 360 360 36,446 0.0214% 0.0200% Actual/360
72 12/1/2015 360 360 34,815 0.0214% 0.0200% Actual/360
73 12/1/2015 300 297 36,936 0.0214% 0.0200% Actual/360
74 1/1/2016 360 358 34,383 0.0214% 0.0200% Actual/360
75 11/1/2015 360 360 32,543 0.0214% 0.0200% Actual/360
76 10/1/2015 360 355 33,648 0.0214% 0.0200% Actual/360
77 12/1/2015 300 297 35,892 0.0214% 0.0200% Actual/360
78 10/1/2015 360 360 32,975 0.0214% 0.0200% Actual/360
79 1/1/2011 360 358 32,975 0.0214% 0.0200% Actual/360
79.1
79.2
79.3
80 12/1/2015 300 297 33,547 0.0214% 0.0200% Actual/360
81 1/1/2016 240 238 37,703 0.0814% 0.0800% Actual/360
82 3/1/2016 360 360 30,174 0.0214% 0.0200% Actual/360
83 12/1/2015 300 297 31,130 0.0214% 0.0200% Actual/360
84 3/1/2016 360 360 28,702 0.0214% 0.0200% Actual/360
85 1/1/2016 360 358 29,117 0.0614% 0.0600% Actual/360
86 1/1/2016 360 358 29,249 0.0214% 0.0200% Actual/360
87 1/1/2016 0 0 22,644 0.0214% 0.0200% Actual/360
89 4/1/2016 360 360 29,052 0.0214% 0.0200% Actual/360
90 2/1/2016 360 359 28,799 0.0214% 0.0200% Actual/360
91 12/1/2015 360 357 28,452 0.0214% 0.0200% Actual/360
92 1/1/2016 360 360 28,533 0.0214% 0.0200% Actual/360
93 11/1/2015 360 360 27,010 0.0214% 0.0200% Actual/360
94 2/1/2016 360 359 27,314 0.0614% 0.0600% Actual/360
96 12/1/2015 360 360 27,071 0.0214% 0.0200% Actual/360
97 12/1/2015 360 357 26,598 0.0214% 0.0200% Actual/360
98 12/1/2015 360 357 24,976 0.0814% 0.0800% Actual/360
98.1
98.2
99 1/1/2016 300 298 27,809 0.0214% 0.0200% Actual/360
100 1/1/2016 360 360 25,045 0.0214% 0.0200% Actual/360
101 1/1/2016 360 358 25,947 0.0214% 0.0200% Actual/360
102 12/1/2015 360 360 23,453 0.0214% 0.0200% Actual/360
104 1/1/2016 360 358 24,324 0.0214% 0.0200% Actual/360
106 3/1/2013 360 360 23,615 0.0214% 0.0200% Actual/360
107 1/1/2016 360 360 23,216 0.0714% 0.0700% Actual/360
110 1/1/2016 360 358 22,787 0.0214% 0.0200% Actual/360
111 2/1/2016 240 239 27,924 0.0214% 0.0200% Actual/360
112 1/1/2016 360 358 20,960 0.0814% 0.0800% Actual/360
113 11/1/2015 360 356 22,834 0.0214% 0.0200% Actual/360
114 12/1/2015 360 357 20,317 0.0214% 0.0200% Actual/360
115 1/1/2016 300 298 22,457 0.0214% 0.0200% Actual/360
116 12/1/2015 360 360 19,879 0.0214% 0.0200% Actual/360
117 1/1/2016 360 360 21,100 0.0214% 0.0200% Actual/360
118 2/1/2016 360 359 21,645 0.0214% 0.0200% Actual/360
119 12/1/2015 360 360 20,358 0.0214% 0.0200% Actual/360
120 1/1/2016 360 358 20,139 0.0814% 0.0800% Actual/360
122 2/1/2016 360 359 19,803 0.0214% 0.0200% Actual/360
124 1/1/2016 360 360 18,250 0.0214% 0.0200% Actual/360
125 12/1/2015 360 357 17,315 0.0214% 0.0200% Actual/360
126 12/1/2015 360 360 18,189 0.0214% 0.0200% Actual/360
128 1/1/2016 300 298 18,773 0.0214% 0.0200% Actual/360
129 11/1/2015 360 360 17,298 0.0214% 0.0200% Actual/360
130 1/1/2013 360 358 16,902 0.0214% 0.0200% Actual/360
132 12/1/2015 360 360 15,323 0.0214% 0.0200% Actual/360
133 1/1/2016 300 298 16,911 0.0214% 0.0200% Actual/360
134 1/1/2016 360 360 15,884 0.0714% 0.0700% Actual/360
135 1/1/2016 360 360 15,109 0.0214% 0.0200% Actual/360
136 10/1/2015 360 355 13,945 0.0214% 0.0200% Actual/360
137 12/1/2015 300 297 15,611 0.0214% 0.0200% Actual/360
140 12/1/2015 360 357 12,099 0.0814% 0.0800% Actual/360
141 2/1/2016 360 360 11,507 0.0214% 0.0200% Actual/360
142 12/1/2015 360 360 9,906 0.0214% 0.0200% Actual/360
143 11/1/2015 360 356 9,844 0.0214% 0.0200% Actual/360
144 10/1/2010 360 355 9,611 0.0214% 0.0200% Actual/360
145 1/1/2016 300 298 9,036 0.0214% 0.0200% Actual/360
146 12/1/2015 360 357 7,576 0.0214% 0.0200% Actual/360
Revised Crossed Mortgage Letter
APD Interest Fee / With Loan of Hotel Property Loan Group
ID (Yes/No) Rate Leasehold Other Loans Seller Credit (Yes/No) (One or Two)
------ -------- -------- ---------- -------------- ------- ------------------------------- --------------- ------------
6 No Fee Simple No GECC No 1
9 No Leasehold No GECC No 2
11 No Fee Simple No GECC No 2
12 No Fee Simple No GECC No 1
12.1 Fee Simple GECC No 1
12.2 Fee Simple GECC No 1
13 No Fee Simple No GECC Yes 1
15 No Fee Simple No GECC Yes ($1,862,300 No 1
Earnout)
16 No Fee Simple No GECC Yes ($931,821 New Tenant Excess No 1
TI, $330,000 Earnout)
19 No Fee Simple No GECC No 1
23 No Fee Simple No GECC No 2
24 No Fee Simple No GECC No 1
25 No Fee Simple No GECC No 1
26 No Fee Simple No GECC No 1
26.1 Fee Simple GECC No 1
26.2 Fee Simple GECC No 1
30 No Fee Simple No GECC No 2
33 No Fee Simple No GECC Yes 1
37 No Fee Simple No GECC Yes 1
39 No Fee Simple No GECC No 1
41 No Fee Simple No GECC Yes 1
43 No Fee Simple No GECC No 1
46 No Fee Simple No GECC Yes 1
47 No Fee Simple No GECC No 2
48 No Fee Simple No GECC No 2
49 No Fee Simple No GECC No 1
50 No Fee Simple No GECC No 1
51 No Fee Simple No GECC No 1
52 No Fee Simple No GECC No 1
53 No Fee Simple No GECC No 1
53.1 Fee Simple GECC No 1
53.2 Fee Simple GECC No 1
54 No Fee Simple No GECC No 1
Rollup No Fee Simple Yes (GE 06-1 B) GECC No 1
55 No Fee Simple Yes (GE 06-1 B) GECC No 1
56 No Fee Simple Yes (GE 06-1 B) GECC No 1
57 No Fee Simple Yes (GE 06-1 B) GECC No 1
61 No Fee Simple No GECC No 1
62 No Fee Simple No GECC No 2
63 No Fee Simple No GECC No 1
66 No Fee Simple No GECC No 2
67 No Fee Simple No GECC Yes ($638,000 Earnout) No 1
70 No Fee Simple No GECC No 1
71 No Fee Simple No GECC No 1
72 No Fee Simple No GECC No 1
73 No Fee Simple No GECC Yes 1
74 No Leasehold No GECC No 1
75 No Fee Simple No GECC No 1
76 No Fee Simple No GECC No 1
77 No Fee Simple No GECC Yes ($600,000 Project Yes 1
Improvement Plan)
78 No Fee Simple No GECC No 1
79 No Fee Simple No GECC No 1
79.1 Fee Simple GECC No 1
79.2 Fee Simple GECC No 1
79.3 Fee Simple GECC No 1
80 No Fee Simple No GECC Yes ($600,000 Project Yes 1
Improvement Plan)
81 No Fee Simple No GECC No 1
82 No Fee Simple No GECC No 1
83 No Fee Simple No GECC No 1
84 No Fee Simple No GECC No 2
85 No Fee Simple No GECC Yes ($100,000 Rollover) No 1
86 No Fee Simple No GECC No 1
87 No Fee Simple No GECC No 2
89 No Fee Simple No GECC No 1
90 No Fee Simple No GECC No 1
91 No Fee Simple No GECC No 1
92 No Fee Simple No GECC No 1
93 No Fee Simple No GECC No 2
94 No Fee Simple No GECC No 1
96 No Fee Simple No GECC No 1
97 No Fee Simple No GECC No 1
98 No Fee Simple No GECC No 1
98.1 Fee Simple GECC No 1
98.2 Fee Simple GECC No 1
99 No Fee Simple No GECC No 1
100 No Fee Simple No GECC No 1
101 No Fee Simple No GECC No 1
102 No Fee Simple No GECC No 1
104 No Fee Simple No GECC No 1
106 No Fee Simple No GECC No 1
107 No Fee Simple No GECC No 1
110 No Fee Simple No GECC No 1
111 No Fee Simple No GECC No 1
112 No Fee Simple No GECC Yes ($760,000 Earnout) No 1
113 No Fee Simple No GECC No 1
114 No Fee Simple No GECC No 1
115 No Fee Simple No GECC No 1
116 No Fee Simple No GECC No 1
117 No Fee Simple No GECC No 1
118 No Fee Simple No GECC No 1
119 No Fee Simple No GECC No 1
120 No Fee Simple No GECC No 1
122 No Fee Simple No GECC No 1
124 No Fee Simple No GECC No 1
125 No Fee Simple No GECC No 1
126 No Fee Simple No GECC No 1
128 No Fee Simple No GECC No 1
129 No Fee Simple No GECC No 2
130 No Fee Simple No GECC No 2
132 No Fee Simple No GECC No 1
133 No Fee Simple No GECC No 1
134 No Fee Simple No GECC No 1
135 No Fee Simple No GECC No 1
136 No Fee Simple No GECC No 1
137 No Fee Simple No GECC No 1
140 No Fee Simple No GECC No 1
141 No Fee Simple No GECC No 1
142 No Fee Simple No GECC No 1
143 No Fee Simple No GECC No 2
144 No Fee Simple No GECC No 2
145 No Fee Simple No GECC No 1
146 No Fee Simple No GECC No 1
EXHIBIT B
FORM OF OFFICER'S CERTIFICATE
I, ________________, hereby certify that I am a duly elected and
acting ____________________ of [Seller]" (the "Bank"), in connection with the
sale of certain mortgage loans to GE Commercial Mortgage Corporation (the
"Depositor") pursuant to that certain Mortgage Loan Purchase and Sale Agreement,
dated as of March 1, 2006 (the "Mortgage Loan Purchase and Sale Agreement"),
between the Bank and the Depositor, and hereby certify further as follows:
1. The Bank is a national banking association duly organized and
existing under the laws of the United States of America.
2. Attached hereto as Attachment A is a true and correct copy of
the articles of association of the Bank, certified as of
___________, 2006 (the "Articles of Association").
3. Since __________, 2006, the Bank has not filed with the Office
of the Comptroller of the Currency any amendment or other
document relating to or affecting, the Articles of
Association.
4. Attached hereto as Attachment B is a true and correct copy of
the Bylaws of the Bank, as in effect at all times on and after
________, 2006" through the date hereof.
5. The resolutions attached hereto as Attachment C (the
"Resolutions") were adopted by the unanimous written consent
of the executive committee of the board of directors of the
Bank as of ____________, 2006.
6. The Resolutions (a) represent the only resolutions of the
board of directors of the Bank relating to the sale of the
mortgage loans referred to in the Mortgage Loan Purchase
and Sale Agreement; (b) have not been amended, modified,
rescinded or repealed by any subsequent action of the
Bank's board of directors; and (c) were in full force and
effect at all times on __________, 2006 and thereafter
through the date hereof.
7. Attached hereto as Attachment D is the certificate of the
Comptroller of the Currency dated ___________, 2006, with
respect to the good standing of the Bank.
8. Since _________, 2006, the Bank has not received any
notification from the Comptroller of the Currency, or any
other source, affecting the good standing of the Bank.
9. The representations and warranties of the Bank in the Mortgage
Loan Purchase and Sale Agreement are true and correct in all
material respects on and as of the date hereof.
10. On or prior to the date hereof, the Bank has complied with all
agreements and performed or satisfied all conditions on its
part to be performed or satisfied at or prior to the date
hereof.
11. Each person who, as an officer or representative of the
Bank, signed the Mortgage Loan Purchase and Sale Agreement
or any other document or certificate delivered on or before
the date hereof in connection with the transactions
contemplated by the Mortgage Loan Purchase and Sale
Agreement was, at the respective times of such signing and
delivery, and is now, duly elected or appointed, qualified
and acting as such officer or representative, and the
signature of such persons appearing on such documents are
their genuine signatures.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, I have hereunto signed my name as of this __
day of ____ 2006.
By:____________________________________
Name:
Title:
EXHIBIT C
FORM OF LEGAL OPINION
1. The Mortgage Loan Seller is a national banking association duly
organized, validly existing and in good standing under the laws of the United
States, with full power and authority to own its assets and conduct its
business, and the Mortgage Loan Seller has taken all necessary action to
authorize the execution, delivery and performance of the Mortgage Loan Purchase
and Sale Agreement by it, and has the power and authority to execute, deliver
and perform the Mortgage Loan Purchase and Sale Agreement and all the
transactions contemplated hereby, including, but not limited to, the power and
authority to sell, assign and transfer the Mortgage Loans in accordance with the
Mortgage Loan Purchase and Sale Agreement.
2. The Mortgage Loan Purchase and Sale Agreement has been duly
authorized, executed and delivered by the Mortgage Loan Seller and constitutes
the legal, valid and binding obligations of the Mortgage Loan Seller,
enforceable against the Mortgage Loan Seller in accordance with the terms of the
Mortgage Loan Purchase and Sale Agreement, 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), and except to the extent rights to indemnity
and contribution may be limited by applicable law.
3. The execution and delivery of the Mortgage Loan Purchase and Sale
Agreement by the Mortgage Loan Seller and the performance of its obligations
under the Mortgage Loan Purchase and Sale Agreement will not conflict with any
provision of any law or regulation to which the Mortgage Loan 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 Mortgage Loan Seller's
organizational documents or, to our knowledge, any agreement or instrument to
which the Mortgage Loan Seller is a party or by which it is bound, or any order
or decree applicable to the Mortgage Loan Seller, or result in the creation or
imposition of any lien on any of the Mortgage Loan Seller's assets or property,
in each case which would materially and adversely affect the ability of the
Mortgage Loan Seller to carry out the transactions contemplated by the Mortgage
Loan Purchase and Sale Agreement.
4. To our knowledge, there is no action, suit, proceeding or
investigation pending or threatened in writing against the Mortgage Loan 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 Mortgage Loan Seller to carry out the transactions
contemplated by this Agreement.
5. To our knowledge, the Mortgage Loan 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 Mortgage Loan Seller or its properties
or might have consequences that would materially and adversely affect its
performance under the Mortgage Loan Purchase and Sale Agreement.
6. No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Mortgage Loan Seller of or compliance by the Mortgage Loan
Seller with the Mortgage Loan Purchase and Sale Agreement or the consummation of
the transactions contemplated by the Mortgage Loan Purchase and Sale Agreement,
other than those which have been obtained by the Mortgage Loan Seller.
In addition, counsel shall state (which statement shall be in form
and substance reasonably acceptable to the Company and counsel to the
Underwriters) their view as to the accuracy of the information regarding the
Mortgage Loans and the Mortgage Loan Seller in the Preliminary Prospectus FWP
(together with the other Time of Sale Information) as of the Time of Sale and
the Final Prospectus Supplement.
EXHIBIT D
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
The Mortgage Loan Seller represents and warrants with respect to each
Mortgage Loan that, as of the date specified below or, if no such date is
specified, as of the Closing Date, except as set forth on Exhibit E hereto:
(i) Mortgage Loan Schedule. The information pertaining to each
Mortgage Loan set forth in the Mortgage Loan Schedule was true and correct
in all material respects as of the Cut-off Date.
(ii) Legal Compliance. 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.
(iii) Good Title; Conveyance. Immediately prior to the sale,
transfer and assignment to the Company, the Mortgage Loan Seller had good
title to, and was the sole owner of, each Mortgage Loan, and the Mortgage
Loan 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 to servicing and
related compensation as reflected in the Agreement to Appointment of
Servicer). The Mortgage Loan Seller has validly and effectively conveyed
to the Company all legal and beneficial interest in and to such Mortgage
Loan.
(iv) Future Advances. The proceeds of such Mortgage Loan have been
fully disbursed and there is no requirement for future advances
thereunder; and with respect to any mortgagee requirements for
construction or maintenance of on or off site improvements for which an
escrow has been established, any disbursement of such escrowed funds have
satisfied the requirements of the related Mortgage Loan documents.
(v) Legal, Valid and Binding Obligations. Each related Mortgage
Note, Mortgage, Assignment of Leases (if any) and other agreement executed
in connection with such Mortgage Loan are legal, valid and binding
obligations of the related mortgagor (subject to any non-recourse
provisions therein and any state anti-deficiency legislation or market
value limit deficiency legislation), enforceable in accordance with their
terms, except with respect to provisions relating to default interest,
late fees, additional interest, yield maintenance charges or prepayment
premiums and except 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).
(vi) Assignment of Leases and Rents. There exists as part of the
related Mortgage File an Assignment of Leases either as a separate
document or as part of the Mortgage. Each related Assignment of Leases
creates a valid, collateral or first priority assignment of, or a valid
perfected first priority security interest in, certain rights including,
without limitation, the right to receive all payments due under the
related lease, and no other person owns any interest therein superior to
or of equal priority with the interest created under such assignment,
subject only to a license granted to the related Mortgagor to exercise
certain rights and to perform certain obligations of the lessor under such
leases, including the right to operate the related Mortgaged Property, and
subject to limits on enforceability described in Paragraph (v).
(vii) Offsets or Defenses. As of the date of its origination, there
was no valid offset, defense, counterclaim or right to rescission with
respect to any of the related Mortgage Note, Mortgage(s) or other
agreements executed in connection therewith, and, as of the Cut-off Date,
there is no valid offset, defense, counterclaim or right to rescission
with respect to such Mortgage Note, Mortgage(s) or other agreements,
except in each case, with respect to the enforceability of any provisions
requiring the payment of default interest, late fees, additional interest,
yield maintenance charges or prepayment premiums.
(viii) Assignments of Mortgage and Assignment of Leases. Each
related assignment of Mortgage and assignment of Assignment of Leases from
the Mortgage Loan Seller to the Trustee constitutes the legal, valid and
binding assignment from the Mortgage Loan Seller, except as such
enforcement may be limited by bankruptcy, insolvency, receivership,
redemption, reorganization, moratorium, redemption, liquidation or other
laws relating to or affecting creditors' rights generally or by general
principles of equity (regardless of whether such enforcement is considered
in a proceeding in equity or at law). Each related Mortgage, Mortgage Note
and Assignment of Leases is freely assignable upon notice to the Mortgagor
and such notice has been provided.
(ix) Mortgage Lien; Title Exceptions. Each related Mortgage is a
legal, valid and enforceable first lien on the related Mortgaged Property
or Ground Lease, as applicable, including all buildings and improvements
thereon, subject only to the exceptions set forth in Paragraph (v) and the
following title exceptions (each such 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, none of
which, individually or in the aggregate, materially and adversely
interferes with the current use or operation of the Mortgaged Property or
the security intended to be provided by such Mortgage or with the
Mortgagor's ability to pay its obligations when they become due or
materially and adversely affects the value of the Mortgaged Property and
(c) the exceptions (general and specific) and exclusions set forth in the
mortgage policy of title insurance issued with respect to the Mortgage
Loan or appearing of record, none of which, individually or in the
aggregate, materially interferes with the current use or operation of the
Mortgaged Property or the security intended to be provided by such
Mortgage or with the Mortgagor's ability to pay its obligations when they
become due or materially and adversely affects the value of the Mortgaged
Property, (d) other matters to which like properties are commonly subject,
none of which, individually or in the aggregate, materially and adversely
interferes with the current use or operation of the Mortgaged Property or
the security intended to be provided by such Mortgage or with the
Mortgagor's ability to pay its obligations under the Mortgage Loan when
they become due or materially and adversely affects the value of the
Mortgaged Property, (e) the right of tenants (whether under ground leases,
space leases or operating leases) at the Mortgaged Property to remain
following a foreclosure or similar proceeding (provided that such tenants
are performing under such leases) and (f) if such Mortgage Loan is
cross-collateralized with any other Mortgage Loan, the lien of the
Mortgage for such other Mortgage Loan, none of which, individually or in
the aggregate, materially and adversely interferes with the current use or
operation of the Mortgaged Property or the security intended to be
provided by such Mortgage or with the Mortgagor's ability to pay its
obligations under the Mortgage Loan when they become due or materially and
adversely affects the value of the Mortgaged Property. Except with respect
to cross-collateralized and cross-defaulted Mortgage Loans, there are no
mortgage loans that are senior or pari passu with respect to the related
Mortgaged Property or such Mortgage Loan.
(x) UCC Financing Statements. UCC Financing Statements have been
filed and/or recorded (or, if not filed and/or recorded, have been
submitted in proper form for filing and recording), in all public places
necessary to perfect a valid security interest in all items of personal
property described therein owned by a Mortgagor and located on each
Mortgaged Property (other than any personal property subject to a purchase
money security interest or a sale and leaseback financing arrangement
permitted under the terms of such Mortgage Loan 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, and the Mortgages, security agreements, chattel Mortgages or
equivalent documents related to and delivered in connection with the
related Mortgage Loans establish and create a valid and enforceable lien
and security interest on such items of personalty except as enforceability
may be limited by bankruptcy, insolvency, receivership, reorganization,
moratorium, redemption, liquidation or other laws affecting the
enforcement of creditor's rights generally, or by general principles of
equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law). In the case of a Mortgaged Property
operated as a hotel, (a) such personal property includes all personal
property that a prudent institutional lender making a similar mortgage
loan on the like properties would deem reasonably necessary to operate the
related Mortgaged Property as it is currently being operated, (b) the
related perfected security interest is prior to any other security
interest that can be perfected by such UCC filing, except for permitted
purchase money security interests and leases; provided that any such lease
has been pledged or assigned to the lender and its assigns, and (c) the
related loan documents contain such provisions as are necessary and UCC
Financing Statements have been filed or submitted for filing as necessary,
in each case, to perfect a valid first priority security interest in the
related revenues with respect to such Mortgaged Property. Notwithstanding
any of the foregoing, 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.
(xi) Taxes and Assessments. All real estate taxes and governmental
assessments, fees, environmental charges or water or sewer bills that
prior to the Cut-off Date have become delinquent in respect of each
related Mortgaged Property have been paid as of the Cut-off Date, or if in
dispute, an escrow of funds in an amount sufficient to cover such payments
has been established. Such taxes and assessments shall not be considered
delinquent or unpaid until the date on which interest or penalties may
first be payable thereon.
(xii) Property Condition; Condemnation Proceedings. To the Mortgage
Loan Seller's knowledge, after conducting due diligence consistent with
the practice of institutional lenders generally for properties of the same
type as the related Mortgaged Property, each related Mortgaged Property as
of origination, and to Mortgage Loan Seller's actual knowledge as of the
Cut-Off Date, 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, use or operation of
such Mortgaged Property as security for the Mortgage Loan; and to the
Mortgage Loan Seller's knowledge, there was no proceeding pending for the
total or partial condemnation of such Mortgaged Property.
(xiii) Title Insurance. The Mortgage Loan Seller has received an
ALTA lender's title insurance policy or a comparable form of lender's
title insurance policy (or a commitment "marked up" at the closing of the
related Mortgage Loan) as adopted in the applicable jurisdiction (the
"Title Insurance Policy"), insuring the portion of each Mortgaged Property
comprised of real estate and insuring that the related Mortgage is a valid
first lien in the original principal amount of the related Mortgage Loan
on the Mortgagor's fee simple interest (or, if applicable, leasehold
interest) in such Mortgaged Property comprised of real estate, subject
only to Title Exceptions. No claims have been made under such Title
Insurance Policy. Such Title Insurance Policy is in full force and effect,
provides that the insured includes the owner of the Mortgage Loan and all
premiums thereon have been paid. The Mortgage Loan Seller has not done, by
act or omission, anything that would impair the coverage under such Title
Insurance 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; such policy contains no material
exclusions for, or affirmatively insures (except for any Mortgaged
Property located in a jurisdiction where such insurance is not available)
(a) access to public roads or (b) against any loss due to encroachments of
any material portion of the improvements thereon.
(xiv) Insurance. As of the date of the origination of each Mortgage
Loan, the related Mortgaged Property was insured by all insurance coverage
required under each related Mortgage, which insurance covered 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; each Mortgaged Property was covered by
a fire and extended perils insurance policy in an amount (subject to a
customary deductible) at least equal to the lesser of (i) replacement cost
of improvements located on such Mortgaged Property, or (ii) the initial
principal balance of the Mortgage Loan, and in any event, the amount
necessary to avoid the operation of any co-insurance provisions; except as
set forth on Exhibit E, each Mortgaged Property was covered by business
interruption or rental loss insurance in an amount at least equal to 12
months of operations of the related Mortgaged Property; each Mortgaged
Property and all improvements thereon are also covered by comprehensive
general liability insurance in such amounts as are generally required by
reasonably prudent lenders for similar properties; such insurance was in
full force and effect with respect to each related Mortgaged Property at
origination; and, as of the Cut-off Date, to the actual knowledge of the
Mortgage Loan Seller, all insurance coverage required under each Mortgage,
was in full force and effect with respect to each related Mortgaged
Property; and no notice of termination or cancellation with respect to any
such insurance policy has been received by the Mortgage Loan Seller; and
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, any insurance proceeds in respect of a casualty loss will be
applied either to (1) the repair or restoration of the related Mortgaged
Property, or (2) 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 insurer with respect to each policy is qualified to write
insurance in the relevant jurisdiction to the extent required. The
insurance policies contain a standard mortgagee clause naming mortgagee,
its successors and assigns as loss payees in the case of property
insurance policies and additional insureds in the case of liability
insurance policies and provide that they are not terminable and may not be
reduced below replacement cost, if applicable, 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. Each Mortgage requires that the Mortgagor maintain
insurance as described above.
(xv) Material Defaults. Other than payments due but not yet 30 days
or more delinquent there is (A) no material default, breach, violation or
event of acceleration existing under the related Mortgage Note or each
related Mortgage, and (B) since the date of origination of such Mortgage
Loan, there has been no declaration by the Mortgage Loan Seller of an
event of acceleration under the related Mortgage or Mortgage Note, and (C)
Mortgage Loan Seller has not received notice of any event which, with the
passage of time or with notice and the expiration of any grace or cure
period, would constitute a material default, breach, violation or event of
acceleration under any of such documents; the Mortgage Loan Seller has not
waived any other material default, breach, violation or event of
acceleration under any of such documents; and under the terms of each
Mortgage Loan, each related Mortgage Note, each related Mortgage and the
other loan documents in the related Mortgage File, no person or party
other than the holder of such Mortgage Note may declare an event of
default or accelerate the related indebtedness under such Mortgage Loan,
Mortgage Note or Mortgage; provided, however, that this representation and
warranty does not address or otherwise cover any default, breach,
violation or event of acceleration that specifically pertains to any
matter otherwise covered by any representation and warranty made by the
Mortgage Loan Seller elsewhere in the Mortgage Loan Purchase and Sale
Agreement.
(xvi) Payment Record. As of the Cut-Off 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 Monthly Payment.
(xvii) Additional Collateral. Each related Mortgage does not provide
for or permit, without the prior written consent of the holder of the
Mortgage Note, each related Mortgaged Property to secure any other
promissory note or obligation, other than any other Mortgage Loan and the
Mortgage Note is not secured by any collateral that is not included in the
Trust Fund.
(xviii) Qualified Mortgage. Each Mortgage Loan constitutes a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the Code
(but without regard to the rule in Treasury Regulations 1.860G-2(f)(2)
that treats a defective obligation as a qualified mortgage, or any
substantially similar successor provision). Accordingly, the Mortgage Loan
Seller represents and warrants that 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
"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. Any prepayment premiums and yield maintenance
charges applicable to the Mortgage Loan constitute "customary prepayment
penalties" within the meaning of Treasury Regulations Section
1.860G-1(b)(2).
(xix) Environmental. One or more Phase I environmental site
assessments or updates thereof (each a "Phase I") meeting ASTM
requirements were performed by an environmental consulting firm
experienced in environmental matters and properly licensed, if applicable,
and independent of the Mortgage Loan Seller and the Mortgage Loan Seller's
affiliates with respect to each related Mortgaged Property within the 18
months prior to the Closing Date and the Mortgage Loan Seller, having made
no independent inquiry other than to review the Phase I prepared in
connection with the assessment(s) referenced herein, has no 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). With respect to any material and adverse environmental
matters disclosed in such Phase I, then either (i) the same have been
remediated in all material respects, (ii) sufficient funds have been
escrowed for purposes of effecting such remediation, (iii) the related
mortgagor or other responsible party is currently taking or required to
take such actions, if any, with respect to such matters as have been
recommended by the Phase I or required by the applicable governmental
authority, (iv) an operations and maintenance plan has been or will be
implemented, (v) environmental insurance has been obtained with respect to
such matters, subject to customary limitations, or (vi) such conditions or
circumstances were investigated further and, based upon such additional
investigation, a qualified environmental consultant recommended no further
investigation or remediation. Each Mortgage Loan requires the related
mortgagor to comply, and cause the related Mortgaged Property to be in
compliance, with all applicable federal, state and local environmental
laws and regulations.
(xx) Customary Mortgage Provisions. Each related Mortgage contains
customary and enforceable provisions 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, including
realization by judicial or, if applicable, non-judicial foreclosure,
subject to the effects of bankruptcy or similar law affecting the right of
creditors and the application of principles of equity.
(xxi) Bankruptcy. As of origination, and as of the Cut-off Date, no
Mortgagor is a debtor in any state or federal bankruptcy or insolvency
proceeding.
(xxii) Whole Loan. Each Mortgage Loan is a whole loan, contains no
equity participation by the lender or shared appreciation feature and does
not provide for any contingent or additional interest in the form of
participation in the cash flow of the related Mortgaged Property or
provide for negative amortization. The Mortgage Loan Seller holds no
equity interest in any Mortgagor.
(xxiii) Transfers and Subordinate Debt. Subject to certain
exceptions, which are customarily acceptable to commercial and multifamily
mortgage lending institutions lending on the security of property
comparable to the related Mortgaged Property, each related Mortgage or
loan agreement contains provisions for the acceleration of the payment of
the unpaid principal balance of such Mortgage Loan if, without complying
with the requirements of the Mortgage or loan agreement, the related
Mortgaged Property, or any controlling interest in the related Mortgagor,
is directly transferred or sold (other than by reason of family and estate
planning transfers and transfers of less than a controlling interest in a
mortgagor, or a substitution or release of collateral within the
parameters of Paragraph (xxvi) below), or encumbered in connection with
subordinate financing by a lien or security interest against the related
Mortgaged Property, other than any existing permitted additional debt.
(xxiv) Waivers and Modifications. The terms of the related Mortgage
Note and Mortgage(s) 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.
(xxv) Inspection. Each related Mortgaged Property was inspected by
or on behalf of the related originator or an affiliate within the 18
months prior to the Closing Date.
(xxvi) Releases. Except as set forth below, 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, use or operation of the Mortgage Loan or
materially interferes with the security intended to be provided by such
Mortgage. The terms of the related Mortgage do not provide for release of
any material portion of the Mortgaged Property from the lien of the
Mortgage except (a) in consideration of payment therefor equal to not less
than the related allocated loan amount of such Mortgaged Property, (b)
upon payment in full of such Mortgage Loan, (c) for Mortgage Loans which
permit defeasance by means of substituting for the Mortgaged Property (or,
in the case of a Mortgage Loan secured by multiple Mortgaged Properties,
one or more of such Mortgaged Properties) U.S. Treasury obligations (or
other defeasance collateral permitted under the REMIC Provisions)
sufficient to pay the Mortgage Loans in accordance with their terms, (d)
for Mortgage Loans which permit the related Mortgagor to substitute a
replacement property, (e) for releases not considered material for
purposes of underwriting the Mortgage Loan, or (f) for releases that are
conditional upon the satisfaction of certain underwriting and legal
requirements and require payment of a release price that represents
adequate consideration for such Mortgaged Property. The terms of the
Mortgage Loan do not provide for the release of any portion of the
Mortgaged Property that would constitute a "significant modification"
under Section 1001 of the Code unless the Mortgagor is required to provide
a REMIC Opinion of Counsel.
(xxvii) Defeasance. Each Mortgage Loan containing provisions for
defeasance of all or a portion of the Mortgaged Property either (i)
requires the prior written consent of, and compliance with, the conditions
set by, the holder of the Mortgage Loan, (ii) requires confirmation from
the rating agencies rating the certificates of any securitization
transaction in which such Mortgage Loan is included that such defeasance
will not cause the downgrade, withdrawal or qualification of the then
current ratings of such certificates, or (iii) requires that (A)
defeasance must occur in accordance with the requirements of, and within
the time permitted by, applicable REMIC rules and regulations, (B) the
replacement collateral consists of defeasance collateral permitted under
the REMIC Provisions in an amount sufficient to make all scheduled
payments under such Mortgage Loan when due, (C) independent certified
public accountants certify that such U.S. government securities are
sufficient to make such payments, (D) the Mortgage Loan may only be
assumed by a single-purpose entity designated or approved by the holder of
the Mortgage Loan and (E) counsel provide an opinion that the Trustee has
a perfected security interest in such U.S. government securities prior to
any other claim or interest. Notwithstanding the foregoing, some of the
Mortgage Loan documents may not affirmatively contain all such
requirements, but such requirements are effectively present in such
documents due to the general obligation to comply with the REMIC
Provisions and/or deliver a REMIC Opinion of Counsel. A Mortgage Loan that
permits defeasance provides that the related borrower is responsible for
all reasonable costs incurred in connection with the defeasance of the
Mortgage Loan.
(xxviii) Zoning. To the Mortgage Loan Seller's knowledge, as of the
date of origination of such Mortgage Loan, based on due diligence
considered reasonable by prudent commercial conduit mortgage lenders in
the lending area where the applicable Mortgaged Property is located, and,
to the Mortgage Loan Seller's actual knowledge, as of the Cut-off Date,
there are no 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 an ALTA lender's title
insurance policy (or a binding commitment therefor), or its equivalent as
adopted in the applicable jurisdiction, or a law and ordinance insurance
policy, or (ii) would have a material adverse effect on the value, use,
operation or net operating income of the Mortgaged Property.
(xxix) Encroachments. To the Mortgage Loan Seller's knowledge based
on surveys and/or the title policy referred to herein obtained in
connection with the origination of each Mortgage Loan, none of the
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
for which the use or improvements are legally non-conforming) to an extent
which would have a material adverse affect on the related Mortgagor's
value, use and operation of such Mortgaged Property (unless affirmatively
covered by the title insurance) and no improvements on adjoining
properties encroached upon such Mortgaged Property to any material extent
(unless affirmatively covered by title insurance).
(xxx) Single Purpose Entity. Each Mortgagor with respect to a
Mortgage Loan with a principal balance as of the Cut-off Date in excess of
5% of the aggregate principal balance of all of the mortgage loans
included in the Trust Fund is an entity whose organizational documents
provide that it is, and at least so long as the Mortgage Loan is
outstanding will continue to be, a single purpose entity. (For this
purpose, "single-purpose entity" shall mean a person, other than an
individual, which does not engage in any business unrelated to the related
Mortgaged Property and its financing, does not have any significant assets
other than those related to its interest in such Mortgaged Property or its
financing, or any indebtedness other than as permitted by the related
Mortgage or the other documents in the Mortgage Loan File, has its own
books and records separate and apart from any other person, and holds
itself out as being a legal entity, separate and apart from any other
person).
(xxxi) Advances After Origination. No advance of funds has been made
after origination, directly or indirectly, by the Mortgage Loan Seller to
the Mortgagor and, to the Mortgage Loan Seller's knowledge, no funds have
been received from any person other than the Mortgagor, for or on account
of payments due on the Mortgage Note or the Mortgage, other than earnout
advances made in accordance with the Mortgage loan documents and reflected
in the loan balance on the Mortgage Loan Schedule.
(xxxii) Litigation Or Other Proceedings. As of the date of
origination and, to the Mortgage Loan Seller's knowledge, as of the
Cut-off Date, there was no pending action, suit or proceeding against the
Mortgagor or the related Mortgaged Property that could reasonably be
expected to materially and adversely affect either such Mortgagor's
performance under the related Mortgage Loan documents or the holders of
the Certificates.
(xxxiii) Usury. The Mortgage Rate (exclusive of any default
interest, late charges or prepayment premiums) of such Mortgage Loan 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.
(xxxiv) Trustee Under Deed Of Trust. As of the date of origination,
and, 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, is properly
designated and serving under such Mortgage or may be substituted in
accordance with the Mortgage and applicable law, and no fees or expenses
are or will become payable to the trustee under the deed of trust except
in connection with the sale or release of the Mortgaged Property following
a default in payment of the Mortgage Loan.
(xxxv) Other Collateral; Cross-Collateralization. The related
Mortgage Note is not secured by any collateral that secures a Mortgage
Loan that is not in the Trust Fund and each Mortgage Loan that is
cross-collateralized is cross-collateralized only with other Mortgage
Loans sold pursuant to this Agreement.
(xxxvi) Flood Insurance. The improvements located on the Mortgaged
Property are either not located in a federally designated special flood
hazard area, or if so located, then either (i) flood insurance is not
required by the Federal Emergency Management Agency or (ii) the Mortgagor
is required to maintain, and as of origination did maintain, or the
Mortgagee maintains, flood insurance with respect to such improvements.
(xxxvii) Escrow Deposits. All escrow deposits and payments required
pursuant to the Mortgage Loan to be deposited with the Mortgage Loan
Seller or its agent have been so deposited, are in the possession, or
under the control, of the Mortgage Loan Seller or its agent and there are
no deficiencies in connection therewith.
(xxxviii) Licenses and Permits. To the Mortgage Loan Seller's
knowledge, based on due diligence customarily performed in the origination
of comparable mortgage loans by prudent commercial and multifamily
mortgage lending institutions with respect to the related geographic area
and properties comparable to the related Mortgaged Property, (a) as of the
date of origination of the Mortgage Loan, the related Mortgagor, the
related lessee, franchisee or operator was in possession of all material
licenses, permits and authorizations then required for use of the related
Mortgaged Property, and in the case of a Mortgaged Property operated as a
hotel, the franchise agreement, if any, is in full force and effect, and
no default, or event that, with the passage of time or the giving of
notice or both, would constitute a default, had occurred under such
franchise agreement, and, (b) as of the Cut-Off Date, the Mortgage Loan
Seller has no knowledge that the related Mortgagor, the related lessee,
franchisee or operator was not in possession of such licenses, permits and
authorizations.
(xxxix) Origination, Servicing and Collection Practices. The
origination (or acquisition, as the case may be), collection, and to the
Mortgage Loan Seller's knowledge, the servicing practices used by the
Mortgage Loan Seller with respect to the Mortgage Loan have been in all
respects legal and have met customary industry standards.
(xl) Non-Recourse Exceptions. The Mortgage Loan documents for each
Mortgage Loan provide that the Mortgage Loan is non-recourse to the
related Mortgagor except that the related Mortgagor shall be liable to the
lender for losses incurred due to (i) fraud and/or other intentional
misrepresentation, (ii) the misapplication or misappropriation of rents
collected in advance or received by the related Mortgagor after the
occurrence of an event of default, insurance proceeds or condemnation
awards or (iii) any breach of the environmental covenants in the related
Mortgage Loan documents.
(xli) Separate Tax Lots. Each Mortgaged Property constitutes one or
more separate tax lots (or will constitute separate tax lots when the next
tax maps are issued) or is subject to an endorsement under the related
title insurance policy insuring for losses arising from any claim that the
Mortgaged Property is not one or more separate tax lots.
(xlii) Ground Leases. Each Mortgage Loan is secured by the fee
interest in the related Mortgaged Property, except that with respect to
the Mortgage Loans listed on Exhibit F attached hereto, which Mortgage
Loans are secured by the interest of the related Mortgagor as a lessee
under a ground lease of a Mortgaged Property (a "Ground Lease") (the term
Ground Lease shall mean such ground lease, all written amendments and
modifications, and any related estoppels or agreements from the ground
lessor and, in the event the borrower's interest is a ground subleasehold,
shall also include not only such ground sublease but also the related
ground lease), but not by the related fee interest in such Mortgaged
Property (the "Fee Interest") and:
(A) Such Ground Lease or a memorandum thereof has been
or will be duly recorded or submitted for recording as of the
Closing Date and such Ground Lease permits the interest of the
lessee thereunder to be encumbered by the related Mortgage or,
if consent of the lessor thereunder is required, it has been
obtained prior to the Closing Date;
(B) Such Ground Lease (i) is not subject to any liens or
encumbrances superior to, or of equal priority with, the
related Mortgage, other than the related 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;
(C) 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 successors and assigns upon notice to, but without the
consent of, the lessor thereunder (or, if such consent is
required, it has been obtained prior to the Closing Date);
(D) Such Ground Lease is in full force and effect, and
the Mortgage Loan Seller has not received as of the Closing
Date notice (nor is the Mortgage Loan Seller otherwise aware)
that any default has occurred under such Ground Lease;
(E) Such Ground Lease requires that if the mortgagee
under such Mortgage Loan has provided the lessor with notice
of its lien, then such lessor must give notice of any default
by the lessee to the mortgagee, and such Ground Lease, or an
estoppel letter received by the mortgagee from the lessor,
further provides that no notice of termination given under
such Ground Lease is effective against such mortgagee unless a
copy has been delivered to such mortgagee in the manner
described in such Ground Lease;
(F) The mortgagee under such Mortgage Loan is permitted
a reasonable opportunity to cure any default under such Ground
Lease that is curable after the receipt of written notice of
any such default, before the lessor thereunder may terminate
such Ground Lease;
(G) 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 of the related Mortgage Loan
(or, with respect to any Mortgage Loan with an Anticipated
Prepayment Date, 10 years);
(H) Such Ground Lease requires the lessor to enter into
a new lease with the mortgagee under such Mortgage Loan upon
termination of such Ground Lease for any reason, including
rejection of such Ground Lease in a bankruptcy proceeding;
(I) Under the terms of such Ground Lease and the related
Mortgage, taken together, any related insurance proceeds or
condemnation award that is awarded with respect to the
leasehold interest will be applied either (i) to the repair or
restoration of all or part of the related Mortgaged Property,
with the mortgagee under such Mortgage Loan or a trustee
appointed by it having the right to hold and disburse such
proceeds as the repair or restoration progresses (except in
such cases where a provision entitling another party to hold
and disburse such proceeds would not be viewed as commercially
unreasonable by a prudent commercial mortgage lender), or (ii)
to the payment or defeasance of the outstanding principal
balance of such Mortgage Loan together with any accrued
interest thereon (except in cases where a different allocation
would not be viewed as commercially unreasonable by any
institutional investor, taking into account the relative
duration of the ground lease and the related Mortgage and the
ratio of the market value of the related Mortgaged Property to
the outstanding principal balance of such Mortgage Loan);
(J) Such Ground Lease does not impose any restrictions
on subletting which would be viewed as commercially
unreasonable by a prudent commercial mortgage lender;
(K) Such Ground Lease may not be amended or modified
without the prior consent of the mortgagee under such Mortgage
Loan and that any such action without such consent is not
binding on such mortgagee, its successors or assigns, except
termination or cancellation if an event of default occurs
under the Ground Lease and notice is provided to the mortgagee
and such default is curable by the mortgagee as provided in
the Ground Lease, but remains uncured beyond the applicable
cure period.
(xliii) Originator Authorization. To the extent required under
applicable law as of the date of origination, and necessary for the
enforceability or collectability of 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 at all times when it
originated and held the Mortgage Loan.
(xliv) Capital Contributions. Neither the Mortgage Loan Seller nor
any affiliate thereof has any obligation to make any capital contributions
to the Mortgagor under the Mortgage Loan.
(xlv) No Mechanics' Liens. The related Mortgaged Property is free
and clear of any mechanics' and materialmen's liens which are prior to or
equal with the lien of the related Mortgage, except those which are
insured against by a Title Insurance Policy.
(xlvi) Appointment of Receiver. If the Mortgaged Property is subject
to any leases, the borrower is the owner and holder of the landlord's
interest under any leases and the related Mortgage and assignment of rents
provides for the appointment of a receiver for rents or allows the
mortgagee to enter into possession to collect rent or provides for rents
to be paid directly to the mortgagee in the event of default.
EXHIBIT E
Exceptions to Representations and Warranties:
GE Capital Loans
GE Pool 30/GECC 2006-C1
[References are to corresponding mortgage loan representations set forth in
Exhibit E to Mortgage Loan Purchase and Sale Agreement. Underlined titles are
provided to facilitate reference only]
(i) Mortgage Loan Schedule.
(ii) Legal Compliance - Origination, Funding and Servicing.
(iii) Good Title; Conveyance.
(iv) No Holdbacks; Improvements Complete or Escrows Established.
(v) Legal, Valid and Binding Obligations.
(vi) Assignment of Leases and Rents.
(vii) No Offset or Defense.
(viii) Mortgage Status; Legal Valid and Binding Obligations.
(ix) Mortgage Lien.
o Atlanta Mall Area Portfolio (00-0000000)($29,120,000): Tenant
(Barnacles) has Right of First Refusal (ROFR) that affects
Barnacles and Stonecrest Festival parcels, triggered by sale
of Barnacles parcel being sold solely; Loan agreement
prohibits such a sale (sale of Barnacles and Stonecrest
parcels can only be released together pursuant to partial
release/partial defeasance provisions contained in loan
documents)
o Embassy Suites (00-0000000)($28,000,000): (i) Mortgaged
property (hotel) is part of larger project that includes
office, retail and restaurant uses; Each phase shares the
parking garage and other common elements pursuant to
Condominium Declaration affecting the Project; Borrower has
fractional ownership interest; (ii) Franchisor/Hotel manager
(Promus Hotels, Inc.) has Right of First Offer (ROFO) in the
event the property is offered for sale; ROFO is not
extinguished by foreclosure; Foreclosure or deed-in-lieu does
not trigger ROFO, however
o Broadstone Plaza (00-0000000)($24,225,000): Prior owner has
Right of First Offer (ROFO) to purchase the mortgaged property
if it is offered for sale; ROFO is not extinguished by
foreclosure; Foreclosure or exercise of remedies does not
trigger ROFO, however
o Bali Hai - Lakeshore (00-0000000)($7,275,000): Florida statute
confers right of first refusal to owner's association; ROFR
does not apply to foreclosure or deed-in-lieu, however
x Xxxxxxxx Pavilion (00-0000000)($7,100,000): Tenant (Publix)
has Right of First Offer (ROFO) that affects entirety of
property; ROFO is not extinguished by foreclosure; Foreclosure
or deed-in-lieu does not trigger ROFO, however
o Power SS Industry (00-0000000)($6,550,000): Loan is secured by
Borrower's interest as ground lessee; Ground lessor (Southern
California Edison Company, a rated utility company) has bond
financing in place and related indenture (recorded 11.23.1923)
is exception to leasehold policy of title insurance (ie,
Ground lease does not have superior priority to fee mortgage,
nor does ground lessee have non-disturbance protections);
Title company has provided affirmative coverage against loss
of leasehold if fee interest is foreclosed upon
o Pleasant Lake RV Resort (00-0000000)($5,900,000): Florida
statute confers right of first refusal (ROFR) to owner's
association; ROFR does not apply to foreclosure or
deed-in-lieu, however
o Palm View Gardens RV Resort (00-0000000)($4,000,000): Florida
statute confers right of first refusal (ROFR) to owner's
association; ROFR does not apply to foreclosure or
deed-in-lieu, however
(x) UCC Filings.
(xi) Taxes and Assessments.
(xii) Condition of Property; Condemnation; No Encroachments.
(xiii) Title Insurance.
(xiv) Insurance.
o Concorde Centre II (00-0000000)($14,200,000): Florida
property; Windstorm insurance required, but $1 million
deductible allowed; Additional non-recourse-carve-out obtained
re related losses in excess of typical deductible (2% of loan
amount, or $284,000)
o Quarry Hill MHC (00-0000000)($7,650,000): Terrorism insurance
not required; Current coverage in place until 08.21.06;
Non-recourse carve-out obtained from Borrower for related
losses, however
o Palm View Gardens RV Resort (00-0000000)($4,000,000):
Terrorism insurance not required; Non-recourse carve-out from
warm body joinder party obtained for related losses, however
o Madison Service Commercial (00-0000000)($4,000,000): Terrorism
insurance waived; Non-recourse carve-out from warm body
joinder party obtained for related losses, however
(xv) No Material Defaults.
(xvi) Payment Record.
(xvii) Additional Collateral.
o 000 Xxxxxxxx (00-0000000)($5,176,000): $324,000 B Note payable
to CBA Mezzanine Capital Finance, LLC: B Note and right of
holder of B Note to receive payments is junior and subordinate
to A Note and rights of holder of A Note; A and B Notes are
cross-defaulted
(xviii) Qualified Mortgage.
(xix) Environmental Conditions.
(xx) Customary Mortgage Provisions.
(xxi) Bankruptcy.
(xxii) Whole Loan.
(xxiii) Transfers and Subordinate Debt.
o 000 Xxxxxxxx (00-0000000)($5,176,000): $324,000 B Note payable
to CBA Mezzanine Capital Finance, LLC: B Note and right of
holder of B Note to receive payments is junior and subordinate
to A Note and rights of holder of A Note; A and B Notes are
cross-defaulted
o A-1 Self Storage - Mission Valley II (00-0000000)($4,555,000):
Future secured subordinate debt from junior lender approved by
Lender is permitted subject to certain conditions, including
(i) combined LTV shall not exceed 65% and combined DSCR shall
be not less than 1.60x; and (ii) Junior loan documents and
subordination and standstill agreement shall be approved by
lender
o A-1 Self Storage Oceanside II (00-0000000)($3,075,000); Future
secured subordinate debt from junior lender approved by Lender
is permitted subject to certain conditions, including (i)
combined LTV shall not exceed 65% and combined DSCR shall be
not less than 1.60x; and (ii) Junior loan documents and
subordination and standstill agreement shall be approved by
lender
o A-1 Self Storage Mission Valley III (00-0000000)($2,770,000):
Future secured subordinate debt from junior lender approved by
Lender is permitted subject to certain conditions, including
(i) combined LTV shall not exceed 65% and combined DSCR shall
be not less than 1.60x; and (ii) Junior loan documents and
subordination and standstill agreement shall be approved by
lender
o A-1 Self Storage Oceanside I (00-0000000)($1,480,000): Future
secured subordinate debt from junior lender approved by Lender
is permitted subject to certain conditions, including (i)
combined LTV shall not exceed 65% and combined DSCR shall be
not less than 1.60x; and (ii) Junior loan documents and
subordination and standstill agreement shall be approved by
lender
(xxiv) Waivers and Modification.
(xxv) Inspection.
(xxvi) Releases of Mortgage Property.
(xxvii) Defeasance.
(xxviii) Zoning.
(xxix) (Reserved).
(xxx) Single-Purpose Entity.
(xxxi) Advances After Origination.
o Yosemite Park (00-0000000)($22,000,000): At origination, loan
had an initial advance of $20,600,000 and Borrower was
eligible for an additional earn-out advance of $1,400,000;
Loan was subsequently re-sized and re-structured as reverse
earn-out on basis of current property performance; $300,000
performance escrow (LOC-funded) to be released upon
satisfaction of certain conditions, including 1.20x DSCR based
on 6.74% minimum mortgage constant and 80% LTV; Eligibility
date on or before 03.01.2007; Two-time re-determination of
eligibility for release, Lender required to pay down principal
if escrow not released, without prepayment premium; Monthly p
+ I payments are re-amortized based on pay-down, if any,
commencing 09.01.2010
(xxxii) Litigation or Other Proceedings.
(xxxiii) Usury.
(xxxiv) Trustee Under Deed of Trust.
(xxxv) Other Collateral; Cross-Collateralization.
o 000 Xxxxxxxx (00-0000000)($5,176,000): $324,000 B Note payable
to CBA Mezzanine Capital Finance, LLC: B Note and right of
holder of B Note to receive payments is junior and subordinate
to A Note and rights of holder of A Note; A and B Notes are
cross-defaulted
(xxxvi) Flood Insurance.
(xxxvii) Escrow Deposits.
(xxxviii) Licenses and Permits.
(xxxix) Origination, Servicing and Collection Practices.
(xl) Non-Recourse Exceptions.
(xli) Separate Tax Lots.
(xlii) Fee/Leasehold Properties.
[Exhibit F loans (mortgage loans secured by interest of related
borrower as ground lessee) are set forth below]
o Grand Marc at Riverside (00-0000000)($42,090,680): Leasehold;
Fee Not Subordinated; Entirety of mortgaged property is
subject to ground lease; Latest possible ground lease
expiration is 08.01.2061 (Loan maturity is 01.01.2016);
Variations: None identified
o Power SS Industry (00-0000000)($6,550,000): Leasehold; Fee Not
Subordinated; Entirety of mortgaged property is subject to
ground lease; Latest possible ground lease expiration is
01.31.2069 (Loan maturity is 01.01.2016); Variations: Ground
lessor (Southern California Edison Company, a rated utility
company) has bond financing in place and related indenture
(recorded 11.23.1923) is exception to leasehold policy of
title insurance (ie, Ground lease does not have superior
priority to fee mortgage, nor does ground lessee have
non-disturbance protections); Title company has provided
affirmative coverage against loss of leasehold if fee interest
is foreclosed upon
(xliii) Originator Authorization.
(xliv) Capital Contributions.
(xlv) No Mechanics' Liens.
(xlvi) Appointment of Receiver.
EXHIBIT F
Mortgage Loans Secured by Ground Leases
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Loan ID No. on Property Name
Annex A-1
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9
Grand Marc at Riverside
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74
Power Self Storage - Industry
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