Exhibit 99.1
GCFP Mortgage Loan Purchase Agreement
GCFP MORTGAGE LOAN PURCHASE AGREEMENT
Pursuant to this Mortgage Loan Purchase Agreement dated as of
October 1, 2007 (this "Agreement"), between Greenwich Capital Financial
Products, Inc. (together with its successors and permitted assigns hereunder,
the "Seller") and Greenwich Capital Commercial Funding Corp. (together with its
successors and permitted assigns hereunder, the "Purchaser"), the Seller intends
to sell and the Purchaser intends to purchase certain multifamily and commercial
mortgage loans (collectively, the "Mortgage Loans"), as identified on the
schedule annexed hereto as Exhibit A (the "Mortgage Loan Schedule").
The Purchaser intends to deposit the Mortgage Loans, together with
other assets, into a trust fund (the "Trust Fund"), the beneficial ownership of
which will be evidenced by multiple classes (each, a "Class") of mortgage
pass-through certificates (the "Certificates") to be identified as the Greenwich
Capital Commercial Funding Corp., Commercial Mortgage Trust 2007-GG11,
Commercial Mortgage Pass-Through Certificates, Series 2007-GG11. One or more
"real estate mortgage investment conduit" ("REMIC") elections will be made with
respect to the Trust Fund. The Certificates will be issued pursuant to a Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), to be dated as
of October 1, 2007, among the Purchaser, as depositor, Wachovia Bank, National
Association, as master servicer (the "Master Servicer"), LNR Partners, Inc., as
special servicer (the "Special Servicer") and LaSalle Bank National Association,
as trustee (the "Trustee"). Capitalized terms used but not defined herein have
the respective meanings set forth in the Pooling and Servicing Agreement, as in
effect on the Closing Date.
The Purchaser has entered into an Underwriting Agreement (the
"Underwriting Agreement"), dated as of October 18, 2007, with Xxxxxxx, Xxxxx &
Co. ("GSC"), Greenwich Capital Markets, Inc. ("GCM"), Credit Suisse Securities
(USA) LLC, JPMorgan Securities Inc., Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx
Incorporated and Xxxxxx Xxxxxxx & Co. Incorporated (collectively in such
capacity, the "Underwriters"), whereby the Purchaser will sell to the
Underwriters all of the Certificates that are to be registered under the
Securities Act of 1933, as amended (the "Securities Act"). The Purchaser has
also entered into a Certificate Purchase Agreement (the "Certificate Purchase
Agreement"), dated as of October 18, 2007 with GCM and GSC (together, in such
capacity, the "Initial Purchasers"), whereby the Purchaser will sell to the
Initial Purchasers all of the remaining Certificates (other than the Residual
Interest Certificates).
In connection with the transactions contemplated hereby, the Seller,
the Purchaser, the Underwriters and the Initial Purchasers have entered into an
Indemnification Agreement (the "Indemnification Agreement" and together with
this Agreement, the "Operative Documents"), dated as of October 18, 2007.
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase. The Seller agrees to sell, and the
Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan
Schedule. The Mortgage Loan Schedule may be amended to reflect the actual
Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The
Mortgage Loans will have an aggregate principal balance of $628,077,795.87 (the
"Initial Principal Balance") as of the close of business on its Due Date in
October 2007 or, with respect to each Mortgage Loan that does not have a Due
Date in October 2007, the later of its related date of origination and October
6, 2007 (the "Cut-off Date"), after giving effect to any and all payments of
principal due thereon on or before such date, whether or not received. The
purchase and sale of the Mortgage Loans shall take place on October 30, 2007, or
such other date as shall be mutually acceptable to the parties hereto (the
"Closing Date"). The consideration for the Mortgage Loans shall consist of a
cash amount equal to % of the Initial Principal Balance, plus interest
accrued on each Mortgage Loan at the related Net Mortgage Rate, for the period
from and including the Cut-off Date (to the extent that such Cut-off Date is
prior to the Closing Date) up to but not including the Closing Date, which cash
amount shall be paid to the Seller or its designee by wire transfer in
immediately available funds (or by such other method as shall be mutually
acceptable to the parties hereto) on the Closing Date.
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt of the
purchase price referred to in Section 1 hereof and satisfaction or waiver of the
conditions to closing set forth in Section 5 hereof, the Seller does hereby
sell, transfer, assign, set over and otherwise convey to the Purchaser, without
recourse, all the right, title and interest of the Seller in and to the Mortgage
Loans identified on the Mortgage Loan Schedule as of such date, subject to the
rights of the holders of any related Companion Loans as specified in the related
Co-Lender Agreement, as applicable, and the Purchaser hereby assumes such
Mortgage Loans, together with the rights and obligations related to such
Mortgage Loans as specified in the related Co-Lender Agreement. The Mortgage
Loan Schedule, as it may be amended, shall conform to the requirements set forth
in this Agreement and the Pooling and Servicing Agreement.
(b) The Purchaser or its assignee shall, subject to the rights of
the holders of any related Companion Loans, as applicable, be entitled to
receive all scheduled payments of principal and interest due after the Cut-off
Date, and all other recoveries of principal and interest collected after the
Cut-off Date (other than in respect of principal and interest on the Mortgage
Loans due on or before the Cut-off Date). All scheduled payments of principal
and interest due on or before the Cut-off Date for each Mortgage Loan, but
collected after such date, shall, subject to the rights of the holders of any
related Companion Loans, as applicable, belong to, and be promptly remitted to,
the Seller.
(c) On or before the Closing Date, the Seller shall, on behalf of
the initial Purchaser, deliver to and deposit, or cause to be delivered and
deposited, with the Trustee a Mortgage File for each Mortgage Loan in accordance
with the terms of, and conforming to the requirements set forth in, the Pooling
and Servicing Agreement; provided that, with respect to any Non-Serviced Trust
Loan, the preceding delivery requirements will be satisfied by delivery of the
original Mortgage Note(s) (and all intervening endorsements) related to such
Non-Serviced Trust Loan and a copy of the "mortgage file" delivered under the
applicable Lead PSA. If the Seller cannot deliver or cause to be delivered the
documents and/or instruments referred to in clauses (a)(ii), (a)(iii), (a)(vi)
(if recorded) and (a)(viii) of the definition of "Mortgage File" solely because
of delay caused by the public recording office where such document or instrument
has been delivered for recordation, the Seller shall deliver to the Trustee a
copy of the original, certified by the Seller to be a true and complete copy of
the original thereof submitted for recording. Concurrently with such delivery,
the Seller shall deliver, or cause to be delivered, to the Master Servicer and
the Special Servicer copies of the Mortgage Note, Mortgage(s) and any reserve
and cash management agreements with respect to each Mortgage Loan for which a
Mortgage File is required to be delivered to the Trustee.
(d) For each Mortgage Loan for which a Mortgage File is required to
be delivered to the Trustee, the Seller shall bear the out-of-pocket costs and
expenses related to recording or filing, as the case may be, in the appropriate
public office for real property records or Uniform Commercial Code financing
statements, as appropriate, each related assignment of Mortgage and assignment
of Assignment of Leases, in favor of the Trustee referred to in clause (a)(iv)
of the definition of "Mortgage File" and each related UCC-2 and UCC-3 assignment
referred to in clause (a)(viii) of the definition of "Mortgage File." If any
such document or instrument is lost or returned unrecorded or unfiled, as the
case may be, because of a defect therein, then the Seller shall prepare a
substitute therefor or cure such defect or cause such to be done, as the case
may be, and the Seller shall deliver such substitute or corrected document or
instrument to the Trustee (or, if the Mortgage Loan is then no longer subject to
the Pooling and Servicing Agreement, to the then holder of such Mortgage Loan).
(e) The Seller shall deliver, or cause to be delivered, to the
Master Servicer within 10 business days after the Closing Date, all documents
and records that (i) relate to the servicing and administration of the Serviced
Loans, (ii) are reasonably necessary for the ongoing administration and/or
servicing of the Serviced Loans (including any asset summaries related to the
Mortgage Loans that were delivered to the Rating Agencies in connection with the
rating of the Certificates) and (iii) are in possession or control of the
Mortgage Loan Seller, together with (x) all unapplied Escrow Payments and
Reserve Funds in the possession or under control of the Seller that relate to
the Serviced Loans and (y) a statement indicating which Escrow Payments and
Reserve Funds are allocable to such Serviced Loans), provided that the Seller
shall not be required to deliver any draft documents, privileged or other
internal communications, credit underwriting, due diligence analyses or data or
internal worksheets, memoranda, communications or evaluations.
(f) After the Seller's transfer of the Mortgage Loans to the
Purchaser, as provided herein, the Seller shall not take any action inconsistent
with the Purchaser's ownership of the Mortgage Loans. Except for actions that
are the express responsibility of another party hereunder or under the Pooling
and Servicing Agreement, and further except for actions that the Seller is
expressly permitted to complete subsequent to the Closing Date, the Seller
shall, on or before the Closing Date, take all actions required under applicable
law to effectuate the transfer of the Mortgage Loans by the Seller to the
Purchaser.
(g) The Seller shall provide, or cause to be provided, to the Master
Servicer the initial data with respect to each Mortgage Loan for the CMSA
Financial File and the CMSA Loan Periodic Update File that are required to be
prepared by the Master Servicer pursuant to the Pooling and Servicing Agreement.
(h) The Seller shall provide the Master Servicer with the
Supplemental Servicer Schedule.
SECTION 3. Representations, Warranties and Covenants of Seller.
(a) The Seller hereby represents and warrants to and covenants with
the Purchaser, as of the date hereof and as of the Closing Date, that:
(i) The Seller is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware, is duly
qualified as a foreign organization in good standing in all jurisdictions
to the extent such qualification is necessary to hold and sell the
Mortgage Loans or otherwise comply with its obligations under the
Operative Documents, except where the failure to be so qualified would not
have a material adverse effect on its ability to perform its obligations
under the Operative Documents, and possesses all requisite authority and
power to carry on its business as currently conducted by it and to
execute, deliver and comply with its obligations under the terms of each
Operative Document.
(ii) Each Operative Document has been duly and validly authorized,
executed and delivered by the Seller and, assuming due authorization,
execution and delivery hereof by the Purchaser, constitutes a legal, valid
and binding obligation of the Seller, enforceable against the Seller in
accordance with its terms, except as such enforcement may be limited by
(A) bankruptcy, insolvency, reorganization, receivership, moratorium or
other similar laws affecting the enforcement of creditors' rights in
general, and (B) general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law).
(iii) The execution and delivery of each Operative Document by the
Seller and the Seller's performance and compliance with the terms of each
Operative Document will not (A) violate the Seller's organizational
documents, (B) violate any law or regulation or any administrative decree
or order to which the Seller is subject or (C) constitute a default (or an
event which, with notice or lapse of time, or both, would constitute a
default) under, or result in the breach of, any material contract,
agreement or other instrument to which the Seller is a party or by which
the Seller is bound.
(iv) The Seller is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal,
state, municipal or other governmental agency or body, which default might
have consequences that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the condition (financial or
other) or operations of the Seller or its properties or have consequences
that would, in the Seller's reasonable and good faith judgment, materially
and adversely affect its performance hereunder.
(v) The Seller is not a party to or bound by any agreement or
instrument or subject to any organizational document or any other
corporate restriction or any judgment, order, writ, injunction, decree,
law or regulation that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the ability of the Seller to
perform its obligations under the Operative Documents or that requires the
consent of any third person to the execution and delivery of the Operative
Documents by the Seller or the performance by the Seller of its
obligations under the Operative Documents.
(vi) Except for the recordation and/or filing of assignments and
other transfer documents with respect to the Mortgage Loans, as
contemplated by Section 2(d), no consent, approval, authorization or order
of, registration or filing with, or notice to, any court or governmental
agency or body, is required for the execution, delivery and performance by
the Seller of or compliance by the Seller with the Operative Documents or
the consummation of the transactions contemplated by the Operative
Documents; and no bulk sale law applies to such transactions.
(vii) No litigation is pending or, to the best of the Seller's
knowledge, threatened against the Seller that would, in the Seller's good
faith and reasonable judgment, prohibit its entering into the Operative
Documents or materially and adversely affect the performance by the Seller
of its obligations under the Operative Documents.
(viii) The Seller intends to treat the transfer of the Mortgage
Loans to the Purchaser as a sale for accounting and tax purposes. In
connection with the foregoing, the Seller shall cause all of its records
to reflect such transfer as a sale (as opposed to a secured loan). The
consideration received by the Seller upon the sale of the Mortgage Loans
to the Purchaser will constitute at least reasonably equivalent value and
fair consideration for the Mortgage Loans. The Seller will be solvent at
all relevant times prior to, and will not be rendered insolvent by, the
sale of the Mortgage Loans to the Purchaser. The Seller is not selling the
Mortgage Loans to the Purchaser with any intent to hinder, delay or
defraud any of the creditors of the Seller. After giving effect to its
transfer of the Mortgage Loans to the Purchaser, as provided herein, the
value of the Seller's assets, either taken at their present fair saleable
value or at fair valuation, will exceed the amount of the Seller's debts
and obligations, including contingent and unliquidated debts and
obligations of the Seller, and the Seller will not be left with
unreasonably small assets or capital with which to engage in and conduct
its business. The Mortgage Loans do not constitute all or substantially
all of the assets of the Seller. The Seller does not intend to, and does
not believe that it will, incur debts or obligations beyond its ability to
pay such debts and obligations as they mature.
(ix) No proceedings looking toward merger, liquidation, dissolution
or bankruptcy of the Seller are pending or contemplated.
(b) The Seller hereby makes, for the benefit of the Purchaser, with
respect to each Mortgage Loan, as of the Closing Date or as of such other date
expressly set forth therein, each of the representations and warranties set
forth on Exhibit B attached hereto, except as otherwise set forth on Exhibit C
attached hereto; provided that the Seller expressly does not make any
Multifamily Representation with respect to any Mortgage Loan that is not in the
Multifamily Loan Group. As used in Exhibit B, the term "Multifamily Loan Group"
shall mean a loan group comprised of the multifamily mortgages and mortgages on
manufactured housing parks identified as Loan Group 2 on the Mortgage Loan
Schedule. The term "Multifamily Representation" shall mean each of the
representations and warranties made by the Seller with respect to any Mortgage
Loan in the Multifamily Loan Group in clause (48) of Exhibit B.
SECTION 4. Representations and Warranties of the Purchaser. In order
to induce the Seller to enter into this Agreement, the Purchaser hereby
represents and warrants for the benefit of the Seller as of the date hereof and
as of the Closing Date that:
(i) The Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware. The
Purchaser has the full corporate power and authority and legal right to
acquire the Mortgage Loans from the Seller and to transfer the Mortgage
Loans to the Trustee.
(ii) This Agreement has been duly and validly authorized, executed
and delivered by the Purchaser and, assuming due authorization, execution
and delivery hereof by the Seller, constitutes a legal, valid and binding
obligation of the Purchaser, enforceable against the Purchaser in
accordance with its terms, except as such enforcement may be limited by
(A) bankruptcy, insolvency, reorganization, receivership, moratorium or
other similar laws affecting the enforcement of creditors' rights in
general, and (B) general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law).
(iii) The execution and delivery of this Agreement by the Purchaser
and the Purchaser's performance and compliance with the terms of this
Agreement will not (A) violate the Purchaser's organizational documents,
(B) violate any law or regulation or any administrative decree or order to
which the Purchaser is subject or (C) constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material contract, agreement or
other instrument to which the Purchaser is a party or by which the
Purchaser is bound.
(iv) Except as may be required under federal or state securities
laws (and which will be obtained on a timely basis), no consent, approval,
authorization or order of, registration or filing with, or notice to, any
governmental authority or court, is required for the execution, delivery
and performance by the Purchaser of or compliance by the Purchaser with
this Agreement, or the consummation by the Purchaser of any transaction
described in this Agreement.
(v) Under GAAP and for federal income tax purposes, the Purchaser
will report the transfer of the Mortgage Loans by the Seller to the
Purchaser, as provided herein, as a sale of the Mortgage Loans to the
Purchaser in exchange for the consideration specified in Section 1 hereof.
SECTION 5. Notice of Breach; Cure; Repurchase.
(a) If the Seller discovers or receives notice in accordance with
Section 10 hereof of a Document Defect or a breach of any of its representations
and warranties made pursuant to Section 3(b) hereof (each such breach, a
"Breach") relating to any Mortgage Loan, and such Document Defect or Breach
materially and adversely affects (or, in the case of a breach of any Multifamily
Representation, is deemed to materially and adversely affect) the value of the
Mortgage Loan or the related Mortgaged Property or the interests of the
Purchaser in such Mortgage Loan (in which case any such Document Defect or
Breach would be a "Material Document Defect" or a "Material Breach," as the case
may be), then (subject to Section 5(b)) the Seller shall, within 90 days after
its discovery or receipt of such notice of such Material Document Defect or
Material Breach (or, in the case of a Material Document Defect or Material
Breach that affects whether a Mortgage Loan was, as of the Closing Date, is or
will continue to be a "qualified mortgage" within the meaning of the REMIC
Provisions (a "Qualified Mortgage"), not later than 90 days after any party
discovering such Material Document Defect or Material Breach) (such 90-day
period, in either case, the "Initial Resolution Period"), (i) cure such Material
Document Defect or Material Breach, as the case may be, in all material
respects, which cure shall include payment of any Additional Trust Fund Expenses
associated therewith, or (ii) repurchase the affected Mortgage Loan (or the
related Mortgaged Property, or in the case of any Mortgaged Property related to
a Loan Group, to the extent of the Seller's interest therein) from, and in
accordance with the directions of, the Purchaser or its designee, at a price
equal to the Purchase Price; provided that if (A) any such Material Breach or
Material Document Defect, as the case may be, does not affect whether the
Mortgage Loan was, as of the Closing Date, is or will continue to be a Qualified
Mortgage, (B) such Material Breach or Material Document Defect, as the case may
be, is capable of being cured but not within the applicable Initial Resolution
Period, (C) the Seller has commenced and is diligently proceeding with the cure
of such Material Breach or Material Document Defect, as the case may be, within
the applicable Initial Resolution Period, (D) the Seller shall have delivered to
the Purchaser a certification executed on behalf of the Seller by an officer
thereof confirming that such Material Breach or Material Document Defect, as the
case may be, is not capable of being cured within the applicable Initial
Resolution Period, setting forth what actions the Seller is pursuing in
connection with the cure thereof and stating that the Seller anticipates that
such Material Breach or Material Document Defect, as the case may be, will be
cured within an additional period not to exceed 90 days beyond the end of the
applicable Initial Resolution Period, and (E) the affected Mortgage Loan is not
then a Specially Serviced Mortgage Loan, then the Seller shall have such
additional 90-day period (the "Resolution Extension Period") to complete such
cure or, failing such, to repurchase the affected Mortgage Loan (or the related
Mortgaged Property); and provided, further, that, if any such Material Document
Defect is still not cured after the initial 90-day period and any such
additional 90-day period solely due to the failure of the Seller to have
received the recorded document, then the Seller shall be entitled to continue to
defer its cure and repurchase obligations in respect of such Document Defect so
long as the Seller certifies to the Purchaser every 30 days thereafter that the
Document Defect is still in effect solely because of its failure to have
received the recorded document and that the Seller is diligently pursuing the
cure of such defect (specifying the actions being taken), except that no such
deferral of cure or repurchase may continue beyond the second anniversary of the
Closing Date. Any such repurchase of a Mortgage Loan shall be on a whole loan,
servicing released basis. The Seller shall have no obligation to monitor the
Mortgage Loans regarding the existence of a Breach or Document Defect, but if
the Seller discovers a Material Breach or Material Document Defect with respect
to a Mortgage Loan, it will notify the Purchaser. Provided that the Master
Servicer has notice of such Material Document Defect or Material Breach, the
Master Servicer shall notify the Seller if the related Mortgage Loan becomes a
Specially Serviced Mortgage Loan during any applicable cure periods. Any of the
following document defects shall be conclusively presumed to be a Material
Document Defect: (a) the absence from the Mortgage File of the original signed
Mortgage Note, together with the endorsements referred to in clause (a)(i) of
the definition of "Mortgage File," unless the Mortgage File contains a signed
lost note affidavit and indemnity with respect to the missing Mortgage Note and
any missing endorsement that appears to be regular on its face, (b) other than
with respect to a Non-Serviced Trust Loan, the absence from the Mortgage File of
the original executed Mortgage or a copy of such Mortgage certified by the local
authority with which the Mortgage was recorded, in each case with evidence of
recording thereon, that appears to be regular on its face, unless there is
included in the Mortgage File a copy of the executed Mortgage and a certificate
stating that the original signed Mortgage was sent for recordation, (c) other
than with respect to a Non-Serviced Trust Loan, the absence from the Mortgage
File of the original or a copy of the lender's title insurance policy, together
with all endorsements or riders (or copies thereof) that were issued with or
subsequent to the issuance of such policy, or marked up insurance binder or
title commitment which is marked as a binding commitment and countersigned by
title company, insuring the priority of the Mortgage as a first lien on the
Mortgaged Property, (d) other than with respect to a Non-Serviced Trust Loan,
the absence from the Mortgage File of any intervening assignments required to
create a complete chain of assignment to the Trustee on behalf of the Trust and
a certificate stating that the original intervening assignments were sent for
recordation, unless there is included in the Mortgage File a certified copy of
the intervening assignment or (e) other than with respect to a Non-Serviced
Trust Loan, the absence from the Servicing File of any original letter of
credit. For purposes of this Section 5(a) and other related provisions of this
Agreement, a breach of any Multifamily Representation with respect to a Mortgage
Loan in the Multifamily Loan Group shall be deemed to materially and adversely
affect the value of the Mortgage Loan or the related Mortgaged Property or the
interests of the Purchaser in such Mortgage Loan and shall constitute a Material
Breach.
(b) If (x) any Mortgage Loan is subject to a Material Breach or
Material Document Defect and would otherwise be required to be repurchased as
contemplated by Section 5(a), (y) such Mortgage Loan is a Cross-Collateralized
Mortgage Loan or is secured by a portfolio of Mortgaged Properties, and (z) the
applicable Material Breach of Material Document Defect does not constitute a
Material Breach or Material Document Defect, as the case may be, as to any
related Cross-Collateralized Mortgage Loan or applies to only specific Mortgaged
Properties in such portfolio, the Purchaser or its designee shall use reasonable
efforts, subject to the terms of the related Mortgage Loans, to prepare and, to
the extent necessary and appropriate, have executed by the related Mortgagor and
record, such documentation as may be necessary to (i) in the case of a
Cross-Collateralized Group, terminate the cross-collateralization between the
Mortgage Loans in such Cross-Collateralized Group that are to be repurchased, on
the one hand, and the remaining Mortgage Loans therein, on the other hand, such
that those two groups of Mortgage Loans are each secured only by the Mortgaged
Properties identified in the Mortgage Loan Schedule as directly corresponding
thereto or (ii) in the case of Mortgage Loan secured by a portfolio of Mortgaged
Properties, release the affected Mortgaged Properties from the
cross-collateralization of the Mortgage Loan; provided that, if such
Cross-Collateralized Group is still subject to the Pooling and Servicing
Agreement, then no such termination shall be effected unless and until (i) the
Purchaser or its designee has received from the Seller (A) an Opinion of Counsel
to the effect that such termination or release will not cause an Adverse REMIC
Event to occur with respect to any REMIC Pool or an Adverse Grantor Trust Event
to occur with respect to the Grantor Trust and (B) a written confirmation from
each Rating Agency that such termination or release will not cause an Adverse
Rating Event to occur with respect to any Class of Certificates, (ii) the debt
service coverage ratio for the four preceding calendar quarters for all of the
Mortgage Loans relating to such Cross-Collateralized Group remaining is not less
than 0.05x below the debt service coverage ratio for all Mortgage Loans of such
Cross-Collateralized Group or Mortgaged Properties relating to such Mortgage
Loan secured by a portfolio of Mortgaged Properties (including the affected
Mortgage Loan) or Mortgage Loan (including the affected Mortgaged Property) set
forth in the Prospectus Supplement, (iii) the loan-to-value ratio for all of the
Mortgage Loans of such Cross-Collateralized Group remaining is not greater than
5% more than the loan-to-value ratio for all Mortgage Loans of such
Cross-Collateralized Group or Mortgaged Properties relating to such Mortgage
Loan secured by a portfolio of Mortgaged Properties (including the affected
Mortgage Loan) or Mortgage Loan (including the affected Mortgaged Property) set
forth in the Prospectus Supplement, and (iv) the Directing Holder (if one is
acting) has consented (which consent shall not be unreasonably withheld and
shall be deemed to have been given if no written objection is received by the
Seller within 10 Business Days of the Directing Holder's receipt of a written
request for such consent); and provided, further, that the Seller may, at its
option, purchase the entire Cross-Collateralized Group or Mortgage Loan in lieu
of terminating the cross-collateralization or a release of the affected
Mortgaged Properties from the cross-collateralization of the Mortgage Loan. In
the event that the cross-collateralization of any Cross-Collateralized Group is
terminated or any Mortgaged Property related to a Mortgage Loan secured by a
portfolio of Mortgaged Properties is released pursuant to this paragraph, the
Seller may elect either to repurchase only the affected Cross-Collateralized
Mortgage Loan or Mortgaged Properties as to which the Material Breach or
Material Document Defect exists or to repurchase the aggregate
Cross-Collateralized Mortgage Loans or Mortgaged Properties. All costs and
expenses incurred by the Purchaser or its designee pursuant to this paragraph
shall be included in the calculation of Purchase Price for the Mortgage Loan(s)
to be repurchased. If the cross-collateralization of any Cross-Collateralized
Group is not or cannot be terminated as contemplated by this paragraph, then,
for purposes of (i) determining whether any Breach or Document Defect, as the
case may be, is a Material Breach or Material Document Defect, and (ii) the
application of remedies, such Cross-Collateralized Group shall be treated as a
single Mortgage Loan.
It shall be a condition to any repurchase of a Mortgage Loan by the
Seller pursuant to Section 5(a) that (i) the Purchaser shall have executed and
delivered such instruments of endorsement, transfer or assignment then presented
to it by the Seller, in each case without recourse, as shall be necessary to
vest in the Seller the legal and beneficial ownership of such Mortgage Loan
(including any property acquired in respect thereof or proceeds of any insurance
policy with respect thereto), to the extent that such ownership interest was
transferred to the Purchaser hereunder; (ii) the Purchaser shall deliver to the
Seller all portions of the Mortgage File and other documents pertaining to such
Mortgage Loan; and (iii) the Purchaser shall release to the Seller any escrow
payments or reserve funds held by it, or on its behalf, in respect of such
Mortgage Loan. If any Mortgage Loan is to be repurchased as contemplated by
Section 5(a), the Seller shall amend the Mortgage Loan Schedule to reflect the
removal of such Mortgage Loan and shall forward such amended schedule to the
Purchaser.
(c) The Seller hereby acknowledges and agrees that any modification
of the Mortgage Loan pursuant to a workout, foreclosure, sale or other
liquidation pursuant to, and in accordance with, the Pooling and Servicing
Agreement shall not constitute a defense to any repurchase claim disputed by the
Seller nor shall such modification change the Purchase Price due from the Seller
for any repurchase claim. In the event of any such modification, the Seller
hereby agrees to repurchase the Mortgage Loan as modified, if the Seller is
required to or elects to repurchase such Mortgage Loan in accordance with the
terms of this Section 5. Any sale of the related Mortgage Loan, or foreclosure
upon such Mortgage Loan and sale of the successor REO Property, shall be without
(i) recourse of any kind (either expressed or implied) by such Person against
the Seller and (ii) representation or warranty of any kind (either expressed or
implied) by the Seller to or for the benefit of such Person.
(d) The fact that a Material Document Defect or Material Breach is
not discovered until after foreclosure (but in all instances prior to the sale
of the successor REO Property or Mortgage Loan) shall not prejudice any claim
against the Seller for repurchase of the REO Mortgage Loan or successor REO
Property, which claim shall be made in accordance with this Section 5. If a
court of competent jurisdiction issues a final order that the Seller is or was
obligated to repurchase the related Mortgage Loan or the successor REO Loan or
the Seller otherwise accepts liability, then, after the expiration of any
applicable appeal period, but in no event later than the termination of the
Trust pursuant to Section 9.01 of the Pooling and Servicing Agreement, the
Seller will be obligated to pay to the Trust the difference between (i) any
Liquidation Proceeds received upon such liquidation net of Liquidation Expenses
and (ii) the Purchase Price; provided that the prevailing party in such action
shall be entitled to recover from the other party all costs, fees and expenses
(including reasonable attorneys fees) related thereto.
(e) [Reserved].
(f) It is understood and agreed that the obligations of the Seller
set forth in Section 5(a) to cure any Material Breach or Material Document
Defect or to repurchase such Mortgage Loan constitute the sole remedies
available to the Purchaser with respect to any Breach or Document Defect.
(g) Notwithstanding the foregoing, if there exists a Breach of that
portion of the representation or warranty on the part of the Seller set forth
in, or made pursuant to, paragraph 23 or paragraph 43 of Exhibit B to this
Agreement, specifically relating to whether or not the Mortgage Loan documents
or any particular Mortgage Loan document for any Mortgage Loan requires the
related Mortgagor to bear the Rating Agency fees reflected in paragraph 23 or
reasonable costs and expenses associated with a defeasance, as set forth in
paragraph 43 (any such fees, costs or expenses, referred to herein as "Covered
Costs"), then the Purchaser or its designee will direct the Seller in writing to
wire transfer to the Custodial Account, within 90 days of receipt of such
direction, the amount of any such reasonable costs and expenses incurred by the
Trust that (i) otherwise would have been required to be paid by the Mortgagor if
such representation or warranty with respect to such costs and expenses had in
fact been true, as set forth in the related representation or warranty, (ii)
have not been paid by the Mortgagor, (iii) are the basis of such Breach and (iv)
constitute "Covered Costs." Upon payment of such costs, the Seller shall be
deemed to have cured such Breach in all respects. Provided that such payment is
made, this paragraph describes the sole remedy available to the Purchaser
regarding any such Breach, regardless of whether it constitutes a Material
Breach, and the Seller shall not be obligated to otherwise cure such Breach or
repurchase the affected Mortgage Loan under any circumstances.
(h) If during the period of time that the Underwriters are required,
under applicable law, to deliver a prospectus related to the Public Certificates
in connection with sales of the Public Certificates by an Underwriter or a
dealer and the Seller has obtained actual knowledge of undisclosed or corrected
information related to an event that occurred prior to the Closing Date, which
event causes the Mortgage Loan Seller Information previously provided to be
incorrect or untrue, and which directly results in a material misstatement or
omission in the Prospectus Supplement, including Annex A, Annex B or Annex C
thereto and the CD ROM and the Diskette included therewith (collectively, the
"Public Offering Documents"), and as a result the Underwriters' legal counsel
has determined that it is necessary to amend or supplement the Public Offering
Documents in order to make the statements therein, in the light of the
circumstances when the Prospectus is delivered to a purchaser, not misleading,
or to make the Public Offering Documents in compliance with applicable law, the
Seller shall (to the extent that such amendment or supplement solely relates to
the Mortgage Loan Seller Information at the expense of the Seller, do all things
reasonably necessary to assist the Depositor to prepare and furnish to the
Underwriters, such amendments or supplements to the Public Offering Documents as
may be necessary so that the statements in the Public Offering Documents, as so
amended or supplemented, will not, in the light of the circumstances when the
Prospectus is delivered to a purchaser, be misleading and will comply with
applicable law. All capitalized terms used in this paragraph (h) and not
otherwise defined in this Agreement shall have the meanings set forth in the
Indemnification Agreement.
(i) For so long as the Trust Fund is subject to the reporting
requirements of the Exchange Act, the Seller shall provide the Purchaser (or
with respect to any Serviced Companion Loan that is deposited into another
securitization, the depositor of such securitization) and the Trustee with any
Additional Form 10-D Disclosure and any Additional Form 10-K Disclosure set
forth next the Purchaser's name on Exhibit P and Exhibit Q of the Pooling and
Servicing Agreement within the time periods set forth in the Pooling and
Servicing Agreement.
SECTION 6. Closing. The closing of the sale of the Mortgage Loans
(the "Closing") shall be held at the offices of Cadwalader, Xxxxxxxxxx & Xxxx
LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New
York City time, on the Closing Date.
The Closing shall be subject to each of the following conditions:
(a) All of the representations and warranties of the Seller set
forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement, and all
of the representations and warranties of the Purchaser set forth in Section 4 of
this Agreement, shall be true and correct in all material respects as of the
Closing Date;
(b) Insofar as it affects the obligations of the Seller hereunder,
the Pooling and Servicing Agreement shall be in a form mutually acceptable to
the Purchaser and the Seller;
(c) All documents specified in Section 7 of this Agreement (the
"Closing Documents"), in such forms as are reasonably acceptable to the
Purchaser, shall be duly executed and delivered by all signatories as required
pursuant to the respective terms thereof;
(d) The Seller shall have delivered and released to the Trustee (or
a Custodian on its behalf), the Master Servicer and the Special Servicer all
documents and funds required to be delivered to the Trustee, the Master Servicer
and the Special Servicer, respectively, pursuant to Section 2 of this Agreement;
(e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with in all
material respects, and the Seller shall have the ability to comply with all
terms and conditions and perform all duties and obligations required to be
complied with or performed after the Closing Date;
(f) The Seller shall have paid all fees and expenses payable by it
to the Purchaser or otherwise pursuant to this Agreement; and
(g) Neither the Underwriting Agreement nor the Certificate Purchase
Agreement shall have been terminated in accordance with its terms.
Both parties agree to use their best efforts to perform their
respective obligations hereunder in a manner that will enable the Purchaser to
purchase the Mortgage Loans on the Closing Date.
SECTION 7. Closing Documents. The Closing Documents shall consist of
the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties
thereto;
(c) The Indemnification Agreement duly executed by the parties
thereto;
(d) A Certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the Purchaser,
the Underwriters and the Initial Purchasers may rely, to the effect that the
Seller has, in all material respects, complied with all the agreements and
satisfied all the conditions on its part that are required under this Agreement
to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of the Seller, dated
the Closing Date, and upon which the Purchaser, the Underwriters and the Initial
Purchasers may rely, to the effect that each individual who, as an officer or
representative of the Seller, signed this Agreement, the Indemnification
Agreement or any other document or certificate delivered on or before the
Closing Date in connection with the transactions contemplated herein or in the
Indemnification Agreement, was at the respective times of such signing and
delivery, and is as of the Closing Date, duly elected or appointed, qualified
and acting as such officer or representative, and the signatures of such persons
appearing on such documents or certificates are their genuine signatures, or
such other statement relating to incumbency that is acceptable to the Purchaser,
the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct
copies of (i) the organizational documents of the Seller, and (ii) a certificate
of good standing of the Seller issued by the Secretary of State of the State of
Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to
customary exceptions and carveouts, dated the Closing Date and addressed to the
Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and,
upon request, the other parties to the Pooling and Servicing Agreement, together
with such other opinions of such counsel as may be required by the Rating
Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject
to customary exceptions and carveouts, dated the Closing Date and addressed to
the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies
and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary
exceptions and carveouts, dated the Closing Date and addressed to the
Underwriters, to the effect that nothing has come to such counsel's attention
that would lead such counsel to believe that the Prospectus Supplement as of the
date thereof or as of the Closing Date contains, with respect to the Seller or
the Mortgage Loans, any untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements therein relating to the
Seller or the Mortgage Loans, in the light of the circumstances under which they
were made, not misleading; and
(j) Such further certificates, opinions and documents as the
Purchaser may reasonably request.
SECTION 8. Costs. The reasonable out-of-pocket costs and expenses
incurred by the Seller, each other mortgage loan seller, the Purchaser, the
Underwriters and the Initial Purchasers in connection with the securitization of
the Mortgage Loans and the other transactions contemplated by this Agreement,
the Underwriting Agreement and the Certificate Purchase Agreement shall be
payable as set forth in a separate writing among such parties on the Closing
Date.
SECTION 9. Grant of a Security Interest. The parties hereto agree
that it is their express intent that the conveyance of the Mortgage Loans by the
Seller to the Purchaser as provided in Section 2 hereof be, and be construed as,
a sale of the Mortgage Loans by the Seller to the Purchaser and not as a pledge
of the Mortgage Loans by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, if, notwithstanding the aforementioned intent
of the parties, the Mortgage Loans are held to be property of the Seller, then
it is the express intent of the parties that: (i) such conveyance shall be
deemed to be a pledge of the Mortgage Loans by the Seller to the Purchaser to
secure a debt or other obligation of the Seller; (ii) this Agreement shall be
deemed to be a security agreement within the meaning of Articles 8 and 9 of the
applicable Uniform Commercial Code; (iii) the conveyance provided for in Section
2 hereof shall be deemed to be a grant by the Seller to the Purchaser of a
security interest in all of the Seller's right, title and interest in and to the
Mortgage Loans, and all amounts payable to the holder of the Mortgage Loans in
accordance with the terms thereof, and all proceeds of the conversion, voluntary
or involuntary, of the foregoing into cash, instruments, securities or other
property; (iv) the assignment to the Trustee of the interest of the Purchaser in
and to the Mortgage Loans shall be deemed to be an assignment of any security
interest created hereunder; (v) the possession by the Trustee or any of its
agents, including, without limitation, the Custodian, of the Mortgage Notes for
the Mortgage Loans, and such other items of property as constitute instruments,
money, negotiable documents or chattel paper shall be deemed to be "possession
by the secured party" for purposes of perfecting the security interest pursuant
to Section 9-313 of the applicable Uniform Commercial Code; and (vi)
notifications to persons (other than the Trustee) holding such property, and
acknowledgments, receipts or confirmations from such persons holding such
property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as applicable)
of the secured party for the purpose of perfecting such security interest under
applicable law. The Seller and the Purchaser shall, to the extent consistent
with this Agreement, take such actions as may be necessary to ensure that, if
this Agreement were deemed to create a security interest in the Mortgage Loans,
such security interest would be deemed to be a perfected security interest of
first priority under applicable law and will be maintained as such throughout
the term of this Agreement and the Pooling and Servicing Agreement.
SECTION 10. Notices. All notices, copies, requests, consents,
demands and other communications required hereunder shall be in writing and
telecopied or delivered to the intended recipient at the "Address for Notices"
specified beneath its name on the signature pages hereof or, as to either party,
at such other address as shall be designated by such party in a notice hereunder
to the other party. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when transmitted by
telecopier or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid.
SECTION 11. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser (and by the Purchaser to the Trustee) until the
termination of the Pooling and Servicing Agreement pursuant to the terms
thereof.
SECTION 12. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any particular jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.
SECTION 13. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but which together
shall constitute one and the same agreement.
SECTION 14. GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT
WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, APPLICABLE TO AGREEMENTS NEGOTIATED, MADE AND TO BE PERFORMED ENTIRELY
IN SAID STATE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE SELLER
AND THE PURCHASER EACH HEREBY IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY
NEW YORK STATE AND FEDERAL COURTS SITTING IN NEW YORK CITY WITH RESPECT TO
MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT; (II) AGREES THAT ALL
CLAIMS WITH RESPECT TO SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN
SUCH NEW YORK STATE OR FEDERAL COURTS; (III) WAIVES, TO THE FULLEST POSSIBLE
EXTENT, THE DEFENSE OF AN INCONVENIENT FORUM; AND (IV) AGREES THAT A FINAL
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW.
SECTION 15. Further Assurances. The Seller and the Purchaser agree
to execute and deliver such instruments and take such further actions as the
other party may, from time to time, reasonably request in order to effectuate
the purposes and to carry out the terms of this Agreement.
SECTION 16. Successors and Assigns. The rights and obligations of
the Seller under this Agreement shall not be assigned by the Seller without the
prior written consent of the Purchaser, except that any person into which the
Seller may be merged or consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Seller is a party, or any
person succeeding to all or substantially all of the business of the Seller,
shall be the successor to the Seller hereunder. The Purchaser has the right to
assign its interest under this Agreement, in whole or in part, as may be
required to effect the purposes of the Pooling and Servicing Agreement, and the
assignee shall, to the extent of such assignment, succeed to the rights and
obligations hereunder of the Purchaser. Subject to the foregoing, this Agreement
shall bind and inure to the benefit of and be enforceable by the Seller, the
Purchaser, and their respective successors and permitted assigns.
SECTION 17. Amendments. No term or provision of this Agreement may
be waived or modified unless such waiver or modification is in writing and
signed by a duly authorized officer of the party against whom such waiver or
modification is sought to be enforced. The Seller's obligations hereunder shall
in no way be expanded, changed or otherwise affected by any amendment of or
modification to the Pooling and Servicing Agreement, unless the Seller has
consented to such amendment or modification in writing.
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
SELLER
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
By: /s/ Xxxxxx Xxxx
---------------
Name: Xxxxxx Xxxx
Title: Senior Vice President
Address for Notices:
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX
Attention: Xxxxxx Xxxx
Facsimile No.: (000) 000-0000
and
Attention: Xxxx Xxxxxxxxx, Esq.
Facsimile No.: (000) 000-0000
PURCHASER
GREENWICH CAPITAL COMMERCIAL FUNDING CORP.
By: /s/ Xxxxxx Xxxx
---------------
Name: Xxxxxx Xxxx
Title: Senior Vice President
Address for Notices:
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX
Attention: Xxxxxx Xxxx
Facsimile No.: (000) 000-0000
and
Attention: Xxxx Xxxxxxxxx, Esq.
Facsimile No.: (000) 000-0000
EXHIBIT A
Mortgage Loan Schedule
GCCFC 07-GG11
Loan ID GCFP Control_Number GCFP Loan ID Loan Name
------------- ------------------- ------------ ----------------------------------------------
5 06-1111 06-1111 0000 Xxxxxx Xxxxxxxxx
8 07-0554 07-0554 Hyatt Regency Milwaukee
11 06-1336 00-0000 Xxxxxxx Xxx Xxxx
13 06-1191 06-1191 Xxxxxxxx Portfolio
13.01 06-1191 06-1191 Hazard Village
13.02 06-1191 06-1191 MTN Marktplatz
13.03 06-1191 00-0000 Xxxxx Xxxx Xxxxx
13.04 06-1191 06-1191 XxXxxx Xxxxx
00 07-0607 07-0607 Clearwater House
16 07-0617 07-0617 Doubletree Hotel Memphis
17 07-0417 07-0417 650 Avenue of the Americas
19 07-0655 07-0655 000 Xxxxxxxxxxxxx Xxxxxx
22 07-0286 07-0286 Soleil Apartments
23 07-0430 07-0430 00000 Xxxxxx Xxxxxx
27 07-0337 07-0337 000 Xxxxx Xxxxx
28 07-0432 07-0432 000 Xxxxx Xxxxx
29 07-0405 07-0405 Whole Foods Mill Valley
36 06-1044 06-1044 Daibes Ground Lease Portfolio
36.01 06-1044 06-1044 Mariners - Paramus
36.02 06-1044 06-1044 HSBC - Edison
36.03 06-1044 06-1044 HSBC - Woodbridge
36.04 06-1044 06-1044 Mariners - Hackensack
36.05 06-1044 06-1044 Mariners - Cliffside
36.06 06-1044 06-1044 North Fork - Aberdeen
36.07 06-1044 06-1044 Mariners - Xxxxxx
36.08 06-1044 06-1044 BofA - Weehawken
36.09 06-1044 06-1044 BofA - Newark
36.10 06-1044 06-1044 BofA - Bernardsville
36.11 06-1044 06-1044 D&D - Trenton
39 06-0840 06-0840 000 Xxxxxxxxx Xxxx
41 07-0382 07-0382 Xxxx Xxxx Xxxxx
00 00-0000 00-0000 Xxxxxx Xxxxx Xxxxx Resort
47 07-0100 07-0100 Xxxx Cove Xxxxxx
48 07-0458 07-0458 Aeia Town Square
50 06-0799 06-0799 LA Fitness Xxxxxx Xxxx
00 00-0000 00-0000 Xxxxxxxx Plaza
57 06-0995 06-0995 L.A. Fitness - Xxxxxxx
58 07-0514 07-0514 Homewood Suites Oakland
59 07-0645 07-0645 Venetian Apartments
61 07-0183 07-0183 Xxxxxx Xxxxx East
62 07-0003 07-0003 Broad River Village
63 07-0013 07-0013 Hotel Metropole
67 07-0413 07-0413 SecurCare Self Storage Oklahoma City Portfolio
67.01 07-0413 07-0413 000 XX 000xx Xxxxxx
67.02 07-0413 07-0413 0000 Xxxx Xxxxxx Xxxx
67.03 07-0413 07-0413 00000 Xxxxx Xxx Xxxxxx
67.04 07-0413 07-0413 0000 Xxxxx Xxxxxx Xxxx
67.05 07-0413 07-0413 0000 Xxxxx Xxxxxxxx Xxxxxx
69 07-0448 07-0448 Xxxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx
00 00-0000 00-0000 Xxxxxxxx Hotel
75 07-0308 07-0308 Holiday Inn Express Xxxxxxxx
76 07-0452 07-0452 Sanatoga Village Shopping Center
78 07-0302 07-0302 Comfort Suites Newport News
83 07-0534 07-0534 000 Xxxx Xxxx Xxxxxx
85 07-0597 07-0597 Xxxxx Xxxx Xxxxxxxx Xxxxxx
00 00-0000 00-0000 Xxxxxxxxx - Xxxxxxxxx
90 07-0304 07-0304 Xxxxx Center Professional Plaza
96 07-0109 07-0109 Chateau du Val
97 07-0182 07-0182 0000 Xxxxxxx Xxxxxx
99 07-0521 00-0000 Xxxxxxxx Xxxxxxx
101 07-0175 07-0175 Advance Auto Parts II
101.01 07-0175 07-0175 Advance Auto Parts Jamestown, NC
101.02 07-0175 07-0175 Advance Auto Parts Danville, VA
101.03 07-0175 07-0175 Advance Auto Parts Pembroke, NC
118 07-0612 07-0612 Mini U Storage
119 07-0529 07-0529 0000 Xxx Xxxx Xxxxxx
000 00-0000 07-0245 Family Dollar Building
GCCFC 07-GG11
Loan ID Property Name General Property Type Detailed Property Type
------------- ---------------------------------------------- --------------------- ----------------------
5 0000 Xxxxxx Xxxxxxxxx Office General Urban
8 Hyatt Regency Milwaukee Hospitality Full Service
00 Xxxxxxx Xxx Xxxx Retail Regional Mall
13 Xxxxxxxx Portfolio
13.01 Hazard Village Retail Anchored
13.02 MTN Marktplatz Retail Anchored
13.03 Black Gold Plaza Retail Anchored
13.04 DeKalb Plaza Retail Anchored
14 Clearwater House Office General Urban
16 Doubletree Hotel Memphis Hospitality Full Service
17 650 Avenue of the Americas Retail Unanchored
19 000 Xxxxxxxxxxxxx Xxxxxx Office General Urban
22 Soleil Apartments Multifamily Garden
23 18581 Teller Avenue Office General Suburban
27 530 Xxxxx Drive Office General Suburban
28 000 Xxxxx Xxxxx Office General Suburban
29 Whole Foods Mill Valley Retail Anchored
36 Daibes Ground Lease Portfolio
36.01 Mariners - Paramus Land Ground Lease
36.02 HSBC - Edison Land Ground Lease
36.03 HSBC - Woodbridge Land Ground Lease
36.04 Mariners - Hackensack Land Ground Lease
36.05 Mariners - Cliffside Land Ground Lease
36.06 North Fork - Aberdeen Land Ground Lease
36.07 Mariners - Xxxxxx Land Ground Lease
36.08 BofA - Weehawken Land Ground Lease
36.09 BofA - Newark Land Ground Lease
36.10 BofA - Bernardsville Land Ground Lease
36.11 D&D - Trenton Land Ground Lease
39 000 Xxxxxxxxx Xxxx Office Medical
41 East West Shops Retail Anchored
43 Marina Dunes Beach Resort Hospitality Full Service
00 Xxxx Xxxx Xxxxxx Other Marina
48 Aeia Town Square Retail Unanchored
00 XX Xxxxxxx Xxxxxx Xxxx Retail Single Tenant
56 Laniakea Plaza Retail Unanchored
57 L.A. Fitness - Rowlett Retail Anchored
58 Homewood Suites Oakland Hospitality Limited Service
59 Venetian Apartments Multifamily Garden
61 Xxxxxx Xxxxx East Industrial Office/Warehouse
62 Broad River Village Retail Anchored
63 Hotel Metropole Hospitality Limited Service
67 SecurCare Self Storage Oklahoma City Portfolio
67.01 000 XX 000xx Xxxxxx Self-Storage General, units only
67.02 0000 Xxxx Xxxxxx Xxxx Self-Storage General, units only
67.03 00000 Xxxxx Xxx Xxxxxx Self-Storage General, units only
67.04 0000 Xxxxx Xxxxxx Xxxx Self-Storage General, units only
67.05 0000 Xxxxx Xxxxxxxx Xxxxxx Self-Storage General, units only
69 Roosevelt Gardens Shopping Center Retail Anchored
73 Moorpark Hotel Hospitality Full Service
75 Holiday Inn Express Xxxxxxxx Hospitality Limited Service
76 Sanatoga Village Shopping Center Retail Anchored
78 Comfort Suites Newport News Hospitality Limited Service
83 000 Xxxx Xxxx Xxxxxx Retail Single Tenant
00 Xxxxx Xxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxx
00 Xxxxxxxxx - Xxxxxxxxx Retail Single Tenant
90 Xxxxx Center Professional Plaza Office General Suburban
96 Chateau du Val Multifamily Mid-Rise
97 0000 Xxxxxxx Xxxxxx Industrial Industrial
99 Walgreen Madison Retail Single Tenant
101 Advance Auto Parts II
101.01 Advance Auto Parts Jamestown, NC Retail Single Tenant
101.02 Advance Auto Parts Danville, VA Retail Single Tenant
101.03 Advance Auto Parts Pembroke, NC Retail Single Tenant
118 Mini U Storage Self-Storage General, units only
119 6300 Mae Xxxx Avenue Retail Unanchored
122 Family Dollar Building Retail Unanchored
GCCFC 07-GG11
Loan ID Address City County State Zip Code
------------- ------------------------------------ ----------------- ------------- -------------- --------
5 0000 Xxxx Xxxxxx Xxxxxxxxx Xxx Xxxxxxx Xxx Xxxxxxx Xxxxxxxxxx 00000
8 000 Xxxx Xxxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxxxx Xxxxxxxxx 00000
11 One Xxxxx 0 Xxxxx (xx Xxxxx 0) Xxxxxxx Xxxxxxx Xxxxxxx 00000
13
13.01 000 Xxxxxxx Xxxx Xxxxxx Xxxxx Xxxxxxxx 00000
13.02 0000-0000 Xxxxxxxxxx Xxxxxx XX Xxxxxxx Xxxxxxx Xxxxxxx 00000
13.03 000 Xxxxx Xxxx Xxxxxxxxx Xxxxxx Xxxxx Xxxxxxxx 00000
13.04 000 XxXxxx Xxxxx Xxxxxxxxx XX Xxxx Xxxxx XxXxxx Xxxxxxx 00000
14 0000 Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxxx Xxxxxxxxxxx 00000
16 000 Xxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxxxxxx 00000
17 650 Avenue of the Americas Xxx Xxxx Xxx Xxxx Xxx Xxxx 00000
19 000 Xxxxxxxxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxxxx 00000
22 000 Xxxxx Xxxxxx Xxx Xxxxx Xxxxx Xxxxx Xxxxx Xxxxx Xxxxxxx 00000
23 00000 Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxxxxx 00000
27 000 Xxxxx Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxxxxxx 00000
28 000 Xxxxx Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxxxxxx 00000
29 000 Xxxx Xxxxxxxxxx Xxxxxx Xxxx Xxxxxx Xxxxx Xxxxxxxxxx 00000
36
36.01 000 Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxx Xxxxxx 00000
36.02 00 Xxxxxxx 00 Xxxxxx Xxxxxxxxx Xxx Xxxxxx 00000
36.03 000 Xx. Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxx Xxx Xxxxxx 00000
36.04 000 Xxxxx Xxxxxx Xxxxxxxxxx Xxxxxx Xxx Xxxxxx 00000
36.05 000-000 Xxxxxxxxx Xxxxxx Xxxxxxxxx Xxxx Xxxxxx Xxx Xxxxxx 00000
36.06 0000 Xxxxx 00 Xxxxxxxx Xxxxxxxx Xxx Xxxxxx 00000
36.07 000 Xxxxxxxxxx Xxxxxx Xxxxxx Xxxxxx Xxx Xxxxxx 00000
36.08 0000 Xxxxxx Xxxxxx Xxxxxxxxx Xxxxxx Xxx Xxxxxx 00000
36.09 000 Xxxxxxxxxx Xxxxxx Xxxxxx Xxxxx Xxx Xxxxxx 00000
36.10 00 Xxxxxxxxxx Xxxx Xxxxxxxxxxxxx Xxxxxxxx Xxx Xxxxxx 00000
36.11 0000 Xxxxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxx Xxxxxx 00000
39 000 Xxxxxxxxx Xxxx Xxxxxxxx Xxxx Xxxxxxx Xxxxxxxxxx 00000
41 0000 Xxxx Xxxx Xxxxxxxxx Xxxxxxx Xxxx Xxxxxxx 00000
43 0000 Xxxxx Xxxxx Xxxxxx Xxxxxxxx Xxxxxxxxxx 00000
47 00 Xxxxx Xxxx Xxxx Xxxx Xxxxxx Xxx Xxxx 00000
48 99-80, 82, 00 Xxxxxxx Xxxxxx Xxxx Xxxxxxxx Xxxxxx 00000
50 18400 Xxxxxxxxxx Xxxxxx Xxxxx Xxxxxx Xxxx Xxxx Xxxxxxxx 00000
56 00-0000 Xx Xxx Xxxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx 00000
57 0000 Xxxxxxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxx 00000
58 0000 Xxxxxxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxxxx 00000
59 0000 Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx 00000
61 6620, 6640 and 0000 Xxxxx Xxxxxx Xxx Xxx Xxxxx Xxxxx Xxxxxx 00000
62 00000 Xxxxx Xxxxx Xxxx Xxxx Xxxxxxxx Xxxxx Xxxxxxxx 00000
63 000 Xxxxxxxx Xxxxxx Xxxxxx Xxx Xxxxxxx Xxxxxxxxxx 00000
67
67.01 000 XX 000xx Xxxxxx Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxx 00000
67.02 0000 Xxxx Xxxxxx Xxxx Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxx 00000
67.03 00000 Xxxxx Xxx Xxxxxx Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxx 00000
67.04 0000 Xxxxx Xxxxxx Xxxx Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxx 00000
67.05 0000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxx 00000
69 0000 Xxxx Xxxxxx Xxxxx Xxxx Xxxxxxx Xxxxxxx Xxxx Xxxxxxxx 00000
73 0000 Xxxxxxxx Xxxxxx Xxx Xxxx Xxxxx Xxxxx Xxxxxxxxxx 00000
75 000 Xxxx Xxxxxxxx Xxxx Xxxxxxxxx Xxxxxxxxxxx Xxxxx Xxxxxxxx 00000
76 0000 Xxxx Xxxx Xxxxxx Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxxxxx 00000
78 00000 Xxxxxxxxx Xxxxxx Xxxxxxx Xxxx Xxxxxxx Xxxxxxxx 00000
83 000 Xxxx Xxxx Xxxxxx Xxxxx Xxxxx Xxxxxxxxxxx Xxx Xxxx 00000
85 0000 Xxxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxx Xxxxxxxx 00000
88 000 Xxxxxxxxx Xxxx Xxxx Xxxxxxxxx Xxxxxxx Xxx Xxxx 00000
90 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxxxxx 00000
96 0000 Xxxx 0xx Xxxxxx Xxx Xxxxxxx Xxx Xxxxxxx Xxxxxxxxxx 00000
97 3060-3098 Xxxxxxx Xxxxxx Xxxxx Xxxxx Xxxxx Xxxxx Xxxxxxxxxx 00000
99 0000 Xxxxx Xxxxx Xxxx Xxxxxxx Xxxx Xxxx 00000
101
101.01 000 Xxxx Xxxx Xxxxxx Xxxxxxxxx Xxxxxxxx Xxxxx Xxxxxxxx 00000
101.02 0000 Xxxxx Xxxxxx Xxxx Xxxxxxxx Xxxxxxxx Xxxx Xxxxxxxx 00000
101.03 0000 XX Xxxxxxx 000 Xxxxxxxx Xxxxxxx Xxxxx Xxxxxxxx 00000
118 39670 Grand River Novi Xxxxxxx Xxxxxxxx 00000
119 0000 Xxx Xxxx Xxxxxx Xxxx Xxxxxx Xxxxxx 00000
122 000 Xxxxx Xxxx Xxxxxx Xxxxxxxx Xxxxx Xxxx Xxxx 00000
GCCFC 07-GG11
Loan ID Original Balance Cut-off Date Balance Monthly Debt Service Gross Interest Rate Seasoning
------------- ---------------- -------------------- -------------------- ------------------- ---------
5 $80,000,000 $80,000,000.00 $484,744.16 6.0990% 0
8 $44,160,000 $44,160,000.00 $292,286.60 6.9490% 1
11 $36,800,000 $36,800,000.00 $218,509.77 5.9100% 1
13 $30,000,000 $30,000,000.00 $195,637.51 6.8030% 3
13.01
13.02
13.03
13.04
14 $30,000,000 $30,000,000.00 $159,108.33 6.2600% 1
16 $27,400,000 $27,400,000.00 $176,333.87 6.6740% 0
17 $27,300,000 $27,300,000.00 $144,094.71 6.2300% 4
19 $26,000,000 $26,000,000.00 $167,806.77 6.7020% 0
22 $20,000,000 $20,000,000.00 $103,750.83 6.1230% 4
23 $20,000,000 $20,000,000.00 $95,730.69 5.6497% 5
27 $11,750,000 $11,750,000.00 $58,902.91 5.9170% 5
28 $5,535,000 $5,535,000.00 $27,747.03 5.9170% 5
29 $17,000,000 $17,000,000.00 $85,768.54 5.9550% 5
36 $15,034,147 $15,034,147.22 $93,243.56 6.3190% 1
36.01
36.02
36.03
36.04
36.05
36.06
36.07
36.08
36.09
36.10
36.11
39 $14,500,000 $14,500,000.00 $87,308.07 6.0400% 6
41 $14,250,000 $14,250,000.00 $85,216.20 5.9760% 3
43 $14,000,000 $14,000,000.00 $92,588.27 6.9410% 1
47 $12,000,000 $12,000,000.00 $83,003.73 7.3900% 1
48 $12,000,000 $12,000,000.00 $75,737.71 6.4860% 3
50 $11,850,000 $11,850,000.00 $73,495.10 6.3190% 3
56 $10,250,000 $10,250,000.00 $68,745.10 7.0800% 2
57 $10,100,000 $10,100,000.00 $60,398.85 5.9760% 3
58 $10,000,000 $10,000,000.00 $65,686.20 6.8740% 0
59 $10,000,000 $10,000,000.00 $62,760.26 6.4320% 0
61 $9,600,000 $9,600,000.00 $56,726.28 5.8650% 6
62 $9,300,000 $9,300,000.00 $56,772.67 6.1690% 0
63 $9,000,000 $9,000,000.00 $57,747.06 6.6450% 0
67 $8,600,000 $8,600,000.00 $51,428.72 5.9760% 4
67.01
67.02
67.03
67.04
67.05
69 $8,325,000 $8,312,029.06 $53,697.30 6.6960% 2
73 $7,800,000 $7,800,000.00 $51,475.20 6.9200% 0
75 $7,500,000 $7,461,094.12 $49,781.62 6.3160% 4
76 $7,250,000 $7,250,000.00 $47,404.71 6.8290% 3
78 $7,000,000 $6,963,776.94 $46,523.62 6.3300% 4
83 $6,300,000 $6,300,000.00 $41,134.25 6.8150% 1
85 $6,000,000 $6,000,000.00 $38,995.69 6.7700% 0
88 $5,200,000 $5,186,365.42 $31,411.03 6.0700% 3
90 $5,000,000 $5,000,000.00 $30,009.68 6.0100% 4
96 $3,900,000 $3,900,000.00 $23,691.77 6.1230% 6
97 $3,900,000 $3,900,000.00 $23,480.35 6.0390% 6
99 $3,840,000 $3,840,000.00 $23,944.05 6.3700% 3
101 $3,750,000 $3,734,975.86 $24,188.82 6.0120% 3
101.01
101.02
101.03
118 $2,400,000 $2,400,000.00 $15,598.27 6.7700% 1
119 $2,325,000 $2,325,000.00 $14,593.29 6.4330% 2
122 $1,280,000 $1,275,407.25 $7,764.18 6.1090% 4
GCCFC 07-GG11
Loan ID Original Term to Maturity (mos.) Stated Remaining Term to Maturity (mos.)
------------- -------------------------------- ----------------------------------------
5 120 120
8 60 59
11 120 119
13 120 117
13.01
13.02
13.03
13.04
14 60 59
16 120 120
17 60 56
19 120 120
22 60 56
23 120 115
27 120 115
28 120 115
29 120 115
36 112 111
36.01
36.02
36.03
36.04
36.05
36.06
36.07
36.08
36.09
36.10
36.11
39 120 114
41 120 117
43 84 83
47 120 119
48 120 117
50 120 117
56 120 118
57 120 117
58 120 120
59 120 120
61 120 114
62 120 120
63 120 120
67 84 80
67.01
67.02
67.03
67.04
67.05
69 120 118
73 60 60
75 120 116
76 120 117
78 120 116
83 120 119
85 120 120
88 120 117
90 120 116
96 120 114
97 120 114
99 120 117
101 120 117
101.01
101.02
101.03
118 119 118
119 120 118
122 120 116
GCCFC 07-GG11
Loan ID Original Interest Only Term (mos.) Original Amortization Term (mos.)
------------- ---------------------------------- ---------------------------------
5 84 360
8 24 360
11 60 360
13 24 360
13.01
13.02
13.03
13.04
14 60 NA
16 60 360
17 60 NA
19 60 360
22 60 XX
00 000 XX
00 000 XX
00 120 XX
00 000 XX
00 0 360
36.01
36.02
36.03
36.04
36.05
36.06
36.07
36.08
36.09
36.10
36.11
39 60 360
41 60 360
43 59 360
47 36 360
48 36 360
50 60 360
56 36 360
57 60 360
58 12 360
59 36 360
61 24 360
62 12 360
63 0 360
67 60 360
67.01
67.02
67.03
67.04
67.05
69 0 360
73 0 360
75 0 300
76 24 360
78 0 300
83 60 360
85 12 360
88 0 360
90 36 360
96 36 360
97 60 360
99 84 360
101 0 300
101.01
101.02
101.03
118 23 360
119 24 360
122 0 360
GCCFC 07-GG11
Loan ID Remaining Interest Only Period (mos.) Remaining Amortization Term (mos.)
------------- ------------------------------------- ----------------------------------
5 84 360
8 23 360
11 59 360
13 21 360
13.01
13.02
13.03
13.04
14 59 NA
16 60 360
17 56 NA
19 60 360
22 56 XX
00 000 XX
00 000 XX
00 115 XX
00 000 XX
00 0 360
36.01
36.02
36.03
36.04
36.05
36.06
36.07
36.08
36.09
36.10
36.11
39 54 360
41 57 360
43 58 360
47 35 360
48 33 360
50 57 360
56 34 360
57 57 360
58 12 360
59 36 360
61 18 360
62 12 360
63 0 360
67 56 360
67.01
67.02
67.03
67.04
67.05
69 0 358
73 0 360
75 0 296
76 21 360
78 0 296
83 59 360
85 12 360
88 0 357
90 32 360
96 30 360
97 54 360
99 81 360
101 0 297
101.01
101.02
101.03
118 22 360
119 22 360
122 0 356
GCCFC 07-GG11
Loan ID Interest Accrual Method (Actual/360 or 30/360) Administrative Fee Rate Trustee Fee Master Servicing Fee
------------- ---------------------------------------------- ----------------------- ----------- --------------------
5 Actual/360 0.02072% 0.00072% 0.01000%
8 Actual/360 0.02072% 0.00072% 0.01000%
11 Actual/360 0.02072% 0.00072% 0.01000%
13 Actual/360 0.02072% 0.00072% 0.01000%
13.01
13.02
13.03
13.04
14 Actual/360 0.02072% 0.00072% 0.01000%
16 Actual/360 0.02072% 0.00072% 0.01000%
17 Actual/360 0.02072% 0.00072% 0.01000%
19 Actual/360 0.02072% 0.00072% 0.01000%
22 Actual/360 0.02072% 0.00072% 0.01000%
23 Actual/360 0.02072% 0.00072% 0.01000%
27 Actual/360 0.02072% 0.00072% 0.01000%
28 Actual/360 0.02072% 0.00072% 0.01000%
29 Actual/360 0.02072% 0.00072% 0.01000%
36 Actual/360 0.02072% 0.00072% 0.01000%
36.01
36.02
36.03
36.04
36.05
36.06
36.07
36.08
36.09
36.10
36.11
39 Actual/360 0.02072% 0.00072% 0.01000%
41 Actual/360 0.02072% 0.00072% 0.01000%
43 Actual/360 0.02072% 0.00072% 0.01000%
47 Actual/360 0.02072% 0.00072% 0.01000%
48 Actual/360 0.02072% 0.00072% 0.01000%
50 Actual/360 0.02072% 0.00072% 0.01000%
56 Actual/360 0.02072% 0.00072% 0.01000%
57 Actual/360 0.02072% 0.00072% 0.01000%
58 Actual/360 0.02072% 0.00072% 0.01000%
59 Actual/360 0.05072% 0.00072% 0.01000%
61 Actual/360 0.02072% 0.00072% 0.01000%
62 Actual/360 0.02072% 0.00072% 0.01000%
63 Actual/360 0.02072% 0.00072% 0.01000%
67 Actual/360 0.02072% 0.00072% 0.01000%
67.01
67.02
67.03
67.04
67.05
69 Actual/360 0.02072% 0.00072% 0.01000%
73 Actual/360 0.02072% 0.00072% 0.01000%
75 Actual/360 0.02072% 0.00072% 0.01000%
76 Actual/360 0.02072% 0.00072% 0.01000%
78 Actual/360 0.02072% 0.00072% 0.01000%
83 Actual/360 0.02072% 0.00072% 0.01000%
85 Actual/360 0.02072% 0.00072% 0.01000%
88 Actual/360 0.02072% 0.00072% 0.01000%
90 Actual/360 0.02072% 0.00072% 0.01000%
96 Actual/360 0.02072% 0.00072% 0.01000%
97 Actual/360 0.02072% 0.00072% 0.01000%
99 Actual/360 0.02072% 0.00072% 0.01000%
101 Actual/360 0.02072% 0.00072% 0.01000%
101.01
101.02
101.03
118 Actual/360 0.02072% 0.00072% 0.01000%
119 Actual/360 0.02072% 0.00072% 0.01000%
122 Actual/360 0.02072% 0.00072% 0.01000%
GCCFC 07-GG11
Loan ID Primary Servicing Fee Ownership Interest (Fee/Leasehold) Mortgage Loan Seller Originator
------------- --------------------- ---------------------------------- -------------------- ----------
5 0.01000% Fee Simple GCFP GCFP
8 0.01000% Fee Simple GCFP GCFP
11 0.01000% Fee Simple GCFP GCFP
13 0.01000% GCFP GCFP
13.01 Fee Simple / Leasehold
13.02 Fee Simple
13.03 Leasehold
13.04 Fee Simple
14 0.01000% Fee Simple GCFP GCFP
16 0.01000% Fee Simple GCFP GCFP
17 0.01000% Fee Simple GCFP GCFP
19 0.01000% Fee Simple GCFP GCFP
22 0.01000% Fee Simple GCFP GCFP
23 0.01000% Fee Simple GCFP GCFP
27 0.01000% Fee Simple GCFP GCFP
28 0.01000% Fee Simple GCFP GCFP
29 0.01000% Fee Simple GCFP GCFP
36 0.01000% GCFP GCFP
36.01 Fee Simple
36.02 Fee Simple
36.03 Fee Simple
36.04 Fee Simple
36.05 Fee Simple
36.06 Fee Simple
36.07 Fee Simple
36.08 Fee Simple
36.09 Fee Simple
36.10 Fee Simple
36.11 Fee Simple
39 0.01000% Fee Simple GCFP GCFP
41 0.01000% Fee Simple GCFP GCFP
43 0.01000% Fee Simple GCFP GCFP
47 0.01000% Fee Simple GCFP GCFP
48 0.01000% Fee Simple / Leasehold GCFP GCFP
50 0.01000% Fee Simple GCFP GCFP
56 0.01000% Fee Simple GCFP GCFP
57 0.01000% Fee Simple GCFP GCFP
58 0.01000% Leasehold GCFP GCFP
59 0.04000% Fee Simple GCFP GCFP
61 0.01000% Fee Simple GCFP GCFP
62 0.01000% Fee Simple GCFP GCFP
63 0.01000% Leasehold GCFP GCFP
67 0.01000% GCFP GCFP
67.01 Fee Simple
67.02 Fee Simple
67.03 Fee Simple
67.04 Fee Simple
67.05 Fee Simple
69 0.01000% Fee Simple GCFP GCFP
73 0.01000% Leasehold GCFP GCFP
75 0.01000% Fee Simple GCFP GCFP
76 0.01000% Fee Simple GCFP GCFP
78 0.01000% Fee Simple GCFP GCFP
83 0.01000% Fee Simple GCFP GCFP
85 0.01000% Fee Simple GCFP GCFP
88 0.01000% Fee Simple GCFP GCFP
90 0.01000% Fee Simple GCFP GCFP
96 0.01000% Fee Simple GCFP GCFP
97 0.01000% Fee Simple GCFP GCFP
99 0.01000% Leasehold GCFP GCFP
101 0.01000% GCFP GCFP
101.01 Fee Simple
101.02 Fee Simple
101.03 Fee Simple
118 0.01000% Fee Simple GCFP GCFP
119 0.01000% Fee Simple GCFP GCFP
122 0.01000% Fee Simple GCFP GCFP
GCCFC 07-GG11
Loan ID Prepayment Type Crossed With Other Loans (Crossed Group)
------------- ----------------------------- ----------------------------------------
5 Lockout/23_Defeasance/93_0%/4 NAP
8 Lockout/25_Defeasance/31_0%/4 NAP
11 Lockout/25_Defeasance/91_0%/4 NAP
13 Lockout/27_Defeasance/90_0%/3 NAP
13.01
13.02
13.03
13.04
14 Lockout/25_Defeasance/31_0%/4 NAP
16 Lockout/24_Defeasance/92_0%/4 NAP
17 Lockout/28_Defeasance/28_0%/4 NAP
19 Lockout/24_Defeasance/93_0%/3 NAP
22 Lockout/11_> YM or 1%/45_0%/4 NAP
23 Lockout/0_> YM or 1%/116_0%/4 NAP
27 Lockout/29_Defeasance/87_0%/4 Yes
28 Lockout/29_Defeasance/87_0%/4 Yes
29 Lockout/29_Defeasance/87_0%/4 NAP
36 Lockout/25_Defeasance/83_0%/4 NAP
36.01
36.02
36.03
36.04
36.05
36.06
36.07
36.08
36.09
36.10
36.11
39 Lockout/30_Defeasance/85_0%/5 NAP
41 Lockout/27_Defeasance/89_0%/4 NAP
43 Lockout/25_Defeasance/55_0%/4 NAP
47 Lockout/25_Defeasance/92_0%/3 NAP
48 Lockout/27_Defeasance/89_0%/4 NAP
50 Lockout/27_Defeasance/89_0%/4 NAP
56 Lockout/26_Defeasance/91_0%/3 NAP
57 Lockout/27_Defeasance/89_0%/4 NAP
58 Lockout/24_Defeasance/92_0%/4 NAP
59 Lockout/24_Defeasance/92_0%/4 NAP
61 Lockout/59_> YM or 1%/57_0%/4 NAP
62 Lockout/23_Defeasance/93_0%/4 NAP
63 Lockout/23_Defeasance/93_0%/4 NAP
67 Lockout/28_Defeasance/52_0%/4 NAP
67.01
67.02
67.03
67.04
67.05
69 Lockout/26_Defeasance/90_0%/4 NAP
73 Lockout/24_Defeasance/32_0%/4 NAP
75 Lockout/28_Defeasance/88_0%/4 NAP
76 Lockout/27_Defeasance/88_0%/5 NAP
78 Lockout/28_Defeasance/88_0%/4 NAP
83 Lockout/25_Defeasance/91_0%/4 NAP
85 Lockout/24_Defeasance/92_0%/4 NAP
88 Lockout/35_> YM or 1%/81_0%/4 NAP
90 Lockout/59_> YM or 1%/57_0%/4 NAP
96 Lockout/30_Defeasance/86_0%/4 NAP
97 Lockout/30_> YM or 1%/86_0%/4 NAP
99 Lockout/27_Defeasance/89_0%/4 NAP
101 Lockout/27_Defeasance/89_0%/4 NAP
101.01
101.02
101.03
118 Lockout/25_Defeasance/91_0%/3 NAP
119 Lockout/59_> YM or 1%/57_0%/4 NAP
122 Lockout/28_Defeasance/88_0%/4 NAP
EXHIBIT B
Mortgage Loan Representations and Warranties
1. Mortgage Loan Schedule. The information pertaining to each Mortgage Loan
set forth in the Mortgage Loan Schedule is true and accurate in all
material respects as of the Cut-off Date and contains all information
required by the Pooling and Servicing Agreement to be contained therein.
2. Legal Compliance - Origination. As of the date of its origination, such
Mortgage Loan complied in all material respects with, or was exempt from,
all requirements of federal, state or local law relating to the
origination of such Mortgage Loan; provided that such representation and
warranty does not address or otherwise cover any matters with respect to
federal, state or local law otherwise covered in this Exhibit B.
3. Good Title; Conveyance. Immediately prior to the sale, transfer and
assignment to the Purchaser, the Seller had good and marketable title to,
and was the sole owner of, each Mortgage Loan, and the Seller is
transferring such Mortgage Loan free and clear of any and all liens,
pledges, charges or security interests of any nature encumbering such
Mortgage Loan, other than the rights of the holder of a related Companion
Loan pursuant to a Co-Lender Agreement or a pooling and servicing
agreement. Upon consummation of the transactions contemplated by the
Mortgage Loan Purchase Agreement, the Seller will have validly and
effectively conveyed to the Purchaser all legal and beneficial interest in
and to such Mortgage Loan free and clear of any pledge, lien or security
interest, other than the rights of a holder of a Companion Loan pursuant
to a Co-Lender Agreement or pooling and servicing agreement.
4. Future Advances. The proceeds of such Mortgage Loan have been fully
disbursed (except in those cases where the full amount of the Mortgage
Loan has been disbursed but a portion thereof is being held in escrow or
reserve accounts pending the satisfaction of certain conditions relating
to leasing, repairs or other matters with respect to the Mortgaged
Property), and there is no requirement for future advances thereunder by
the mortgagee.
5. Legal, Valid and Binding Obligation; Assignment of Leases. Each related
Mortgage Note, Mortgage, Assignment of Leases (if contained in a document
separate from the Mortgage) and other agreement that evidences or secures
such Mortgage Loan and was executed in connection with such Mortgage Loan
by or on behalf of the related Mortgagor is the legal, valid and binding
obligation of the related Mortgagor (subject to any non-recourse
provisions therein and any state anti-deficiency or market value limit
deficiency legislation), enforceable in accordance with its terms, except
(i) that certain provisions contained in such Mortgage Loan documents are
or may be unenforceable in whole or in part under applicable state or
federal laws, but neither the application of any such laws to any such
provision nor the inclusion of any such provisions renders any of the
Mortgage Loan documents invalid as a whole and such Mortgage Loan
documents taken as a whole are enforceable to the extent necessary and
customary for the practical realization of the rights and benefits
afforded thereby and (ii) as such enforcement may be limited by
bankruptcy, insolvency, receivership, reorganization, moratorium,
redemption, liquidation or other laws affecting the enforcement of
creditors' rights generally, or by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in
equity or at law). The Assignment of Leases (as set forth in the Mortgage
or in a document separate from the related Mortgage and related to and
delivered in connection with each Mortgage Loan) establishes and creates a
valid and enforceable first priority assignment of, or a valid first
priority security interest in, the related Mortgagor's right to receive
payments due under all leases, subleases, licenses or other agreements
pursuant to which any Person is entitled to occupy, use or possess all or
any portion of the Mortgaged Property, subject to any license granted to
the related Mortgagor to exercise certain rights and to perform certain
obligations of the lessor under such leases, and subject to the
limitations set forth above. The related Mortgage Note, Mortgage and
Assignment of Leases (if contained in a document separate from the
Mortgage) contain no provision limiting the right or ability of the Seller
to assign, transfer and convey the related Mortgage Loan to any other
Person.
6. No Offset or Defense. Subject to the limitations set forth in paragraph
(5), as of the date of its origination there was, and as of the Cut-off
Date there is, no valid right of offset and no valid defense,
counterclaim, abatement or right to rescission with respect to any of the
related Mortgage Notes, Mortgage(s) or other agreements executed in
connection therewith, except in each case, with respect to the
enforceability of any provisions requiring the payment of default
interest, late fees, additional interest, prepayment premiums or yield
maintenance charges.
7. Assignment of Mortgage and Assignment of Assignment of Leases. Subject to
the limitations set forth in paragraph (5), each assignment of Mortgage
and assignment of Assignment of Leases from the Seller to the Trustee (or
in the case of a Non-Serviced Trust Loan, the assignment in favor of the
current holder of the mortgage) constitutes the legal, valid and binding
assignment from the Seller. Any assignment of a Mortgage and assignment of
Assignment of Leases are recorded (or have been submitted for recording)
in the applicable jurisdiction.
8. Mortgage Lien. Each related Mortgage is a valid and enforceable first lien
on the related Mortgaged Property (and/or Ground Lease, if applicable),
subject to the limitations set forth in paragraph (5) and the following
title exceptions (each such title exception, a "Title Exception", and
collectively, the "Title Exceptions"): (a) the lien of current real
property taxes, ground rents, water charges, sewer rents and assessments
not yet due and payable, (b) covenants, conditions and restrictions,
rights of way, easements and other matters of public record, (c) the
exceptions (general and specific) and exclusions set forth in the
applicable Title Policy (described in paragraph (12) below) or appearing
of record, (d) other matters to which like properties are commonly
subject, (e) the right of tenants (whether under ground leases, space
leases or operating leases) pertaining to the related Mortgaged Property
and condominium declarations, (f) if such Mortgage Loan is
cross-collateralized and cross-defaulted with any other Mortgage Loan, the
lien of the Mortgage for such other Mortgage Loan and (g) if such Mortgage
Loan is part of a Loan Group, the rights of the holder of the related
Companion Loan pursuant to a Co-Lender Agreement or pooling and servicing
agreement, none of which exceptions described in clauses (a) - (f) above,
individually or in the aggregate, materially and adversely interferes with
(1) the current use of the Mortgaged Property, (2) the security intended
to be provided by such Mortgage, (3) the Mortgagor's ability to pay its
obligations under the Mortgage Loan when they become due or (4) the value
of the Mortgaged Property. The Mortgaged Property is free and clear of any
mechanics' or other similar liens or claims which are prior to or equal
with the lien of the related Mortgage, except those which are insured
against by a lender's title insurance policy. To the Seller's actual
knowledge no rights are outstanding that under applicable law could give
rise to any such lien that would be prior or equal to the lien of the
related Mortgage, unless such lien is bonded over, escrowed for or covered
by insurance.
9. UCC Filings. If the related Mortgaged Property is operated as a
hospitality property, the Seller has filed or caused to be filed and/or
recorded (or, if not filed and/or recorded, have been submitted in proper
form for filing and recording), UCC Financing Statements in the
appropriate public filing and/or recording offices necessary at the time
of the origination of the Mortgage Loan to perfect a valid security
interest in all items of personal property reasonably necessary to operate
such Mortgaged Property owned by such Mortgagor and located on the related
Mortgaged Property (other than any personal property subject to a purchase
money security interest or a sale and leaseback financing arrangement as
permitted under the terms of the related Mortgage Loan documents or any
other personal property leases applicable to such personal property, which
in any event will not materially interfere with the security intended to
be provided by such Mortgage, the current principal use and operation of
the related Mortgaged Property or the current ability of the related
Mortgaged Property to generate income sufficient to service the Mortgage
Loan), to the extent perfection may be effected pursuant to applicable law
by recording or filing, as the case may be. Subject to the limitations set
forth in paragraph (5), each related Mortgage (or equivalent document)
creates a valid and enforceable lien and security interest on the items of
personalty described above. No representation is made as to the perfection
of any security interest in rents or other personal property to the extent
that possession or control of such items or actions other than the filing
of UCC Financing Statements are required in order to effect such
perfection.
10. Taxes and Assessments. All real estate taxes and governmental assessments,
or installments thereof, which could be a lien on the related Mortgaged
Property and that prior to the Cut-off Date have become delinquent in
respect of each related Mortgaged Property have been paid, or an escrow of
funds in an amount sufficient to cover such payments has been established.
For purposes of this representation and warranty, real estate taxes and
governmental assessments and installments thereof shall not be considered
delinquent until the earlier of (a) the date on which interest and/or
penalties would first be payable thereon and (b) the date on which
enforcement action is entitled to be taken by the related taxing
authority.
11. Condition of Mortgaged Property; No Condemnation. To the Seller's actual
knowledge, based solely upon due diligence customarily performed in
connection with the origination of comparable mortgage loans, as of the
Cut-off Date, (a) each related Mortgaged Property was free and clear of
any material damage (other than deferred maintenance for which escrows
were established at origination) that would affect materially and
adversely the value of such Mortgaged Property as security for the
Mortgage Loan and (b) there was no proceeding pending for the total or
partial condemnation of such Mortgaged Property. With respect to the
mortgaged properties that are located in counties in Alabama, Louisiana or
Texas that, as of the Cut-off Date, are listed on the FEMA website as
having been designated by FEMA for Individual Assistance or Public
Assistance following Hurricane Xxxxxxx or Hurricane Xxxx, as of the
Cut-off Date, there is no material damage.
12. Title Insurance. The lien of each related Mortgage as a first priority
lien in the original principal amount of such Mortgage Loan (or in the
case of a Mortgage Loan secured by multiple Mortgaged Properties, an
allocable portion thereof) is insured by an ALTA lender's title insurance
policy (or a binding commitment therefor), or its equivalent as adopted in
the applicable jurisdiction (the "Title Policy"), insuring the originator
of the Mortgage Loan, its successors and assigns, subject only to the
Title Exceptions; such originator or its successors or assigns is the
named insured of such policy; such policy is assignable without consent of
the insurer and will inure to the benefit of the Trustee as mortgagee of
record (or, with respect to a Non-Serviced Trust Loan, the holder of the
Mortgage); such policy, if issued, is in full force and effect and all
premiums thereon have been paid; no claims have been made under such
policy and the Seller has not done anything, by act or omission, and the
Seller has no actual knowledge of any matter, which would impair or
diminish the coverage of such policy. The insurer issuing such policy is
either (x) a nationally-recognized title insurance company or (y)
qualified to do business in the jurisdiction in which the related
Mortgaged Property is located to the extent required. The Title Policy
contains no material exclusion for, or alternatively it insures (unless
such coverage is unavailable in the relevant jurisdiction) (a) access to a
public road or (b) against any loss due to encroachment of any material
portion of the improvements thereon.
13. Insurance. As of the Mortgage Loan origination date, and to the actual
knowledge of the Seller, as of the Cut-off Date, all insurance coverage
required under the related Mortgage Loan documents was in full force and
effect. Each Mortgage Loan requires insurance in such amounts and covering
such risks as were customarily acceptable to prudent commercial and
multifamily mortgage lending institutions lending on the security of
property comparable to the related Mortgaged Property in the jurisdiction
in which such Mortgaged Property is located, including requirements for
(a) a fire and extended perils insurance policy, in an amount (subject to
a customary deductible) at least equal to the lesser of (i) the
replacement cost of improvements located on such Mortgaged Property, or
(ii) the initial principal balance of the Mortgage Loan (or in the case of
a Loan Group, the outstanding principal balance of the Loan Group), and in
any event, the amount necessary to prevent operation of any co-insurance
provisions, (b) except if such Mortgaged Property is operated as a mobile
home park, business interruption or rental loss insurance, in an amount at
least equal to 12 months of operations of the related Mortgaged Property
(or in the case of a Mortgaged Property without any elevator, 6 months)
and (c) comprehensive general liability insurance against claims for
personal and bodily injury, death or property damage occurring on, in or
about the related Mortgaged Property, in an amount customarily required by
prudent institutional lenders. To the actual knowledge of the Seller, as
of the Cut-off Date, all premiums due and payable through the Closing Date
have been paid and no notice of termination or cancellation with respect
to any such insurance policy has been received by the Seller. Except for
certain amounts not greater than amounts which would be considered prudent
by an institutional commercial mortgage lender with respect to a similar
Mortgage Loan and which are set forth in the related Mortgage, the related
Mortgage Loan documents require that any insurance proceeds in respect of
a casualty loss, will be applied either (i) to the repair or restoration
of all or part of the related Mortgaged Property or (ii) the reduction of
the outstanding principal balance of the Mortgage Loan, subject in either
case to requirements with respect to leases at the related Mortgaged
Property and to other exceptions customarily provided for by prudent
institutional lenders for similar loans. The insurance policies each
contain a standard mortgagee clause naming the Seller and its successors
and assigns as loss payee or additional insured, as applicable, and each
insurance policy provides that they are not terminable without 30 days
prior written notice to the mortgagee (or, with respect to non-payment, 10
days prior written notice to the mortgagee) or such lesser period as
prescribed by applicable law. The loan documents for each Mortgage Loan
(a) require that the Mortgagor maintain insurance as described above or
permit the mortgagee to require that the Mortgagor maintain insurance as
described above, and (b) permit the mortgagee to purchase such insurance
at the Mortgagor's expense if the Mortgagor fails to do so. The insurer
with respect to each policy is qualified to write insurance in the
relevant jurisdiction to the extent required.
14. No Material Default. (A) Other than payments due but not yet 30 days or
more delinquent, to the Seller's actual knowledge, based upon due
diligence customarily performed in connection with the servicing of
comparable mortgage loans by prudent institutional lenders, (i) there is
no material default, breach, violation or event of acceleration existing
under the related Mortgage or Mortgage Note(s), and (ii) there is no event
(other than payments due but not yet delinquent) which, with the passage
of time or with notice and the expiration of any grace or cure period,
would constitute a material default, breach, violation or event of
acceleration under the related Mortgage or Mortgage Note(s), (B) the
Seller has not waived any material default, breach, violation or event of
acceleration under such Mortgage or Mortgage Note(s), unless a written
waiver to that effect is contained in the related Mortgage File being
delivered pursuant to the Pooling and Servicing Agreement, and (C)
pursuant to the terms of the related Mortgage Loan documents, no Person or
party other than the holder of such Mortgage Note(s) (or with respect to a
Non-Serviced Trust Loan, the applicable servicer as permitted by the
applicable Lead PSA) may declare any event of default or accelerate the
related indebtedness under either of such Mortgage or Mortgage Note(s);
provided, however, that this representation and warranty does not address
or otherwise cover any default, breach, violation or event of acceleration
that specifically pertains to any matter otherwise covered by any
representation and warranty made by the Seller elsewhere in this Exhibit B
(including any schedule or exhibit hereto).
15. Payment Record. As of the Closing Date, each Mortgage Loan is not, and in
the prior 12 months (or since the date of origination if such Mortgage
Loan has been originated within the past 12 months), has not been, 30 days
or more past due in respect of any Scheduled Payment.
16. Servicing. The servicing and collection practices used by the Seller with
respect to the Mortgage Loan have been, in all respects, legal and have
met customary industry standards for servicing of commercial loans for
conduit loan programs.
17. Reserved.
18. Qualified Mortgage. Each Mortgage Loan constitutes a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code (but without regard
to Treasury Regulations Section 1.860G-2(f)(2) that treats a defective
obligation as a qualified mortgage, or any substantially similar successor
provision). Each Mortgage Loan is directly secured by a Mortgage on a
commercial property or a multifamily residential property, and either (1)
substantially all of the proceeds of such Mortgage Loan were used to
acquire, improve or protect the portion of such commercial or multifamily
residential property that consists of an interest in real property (within
the meaning of Treasury Regulations Sections 1.856-3(c) and 1.856-3(d))
and such interest in real property was the only security for such Mortgage
Loan as of the Testing Date (as defined below), or (2) the fair market
value of the interest in real property which secures such Mortgage Loan
was at least equal to 80% of the principal amount of the Mortgage Loan (a)
as of the Testing Date, or (b) as of the Closing Date. For purposes of the
previous sentence, (1) the fair market value of the referenced interest in
real property shall first be reduced by (a) the amount of any lien on such
interest in real property that is senior to the Mortgage Loan, and (b) a
proportionate amount of any lien on such interest in real property that is
on a parity with the Mortgage Loan, and (2) the "Testing Date" shall be
the date on which the referenced Mortgage Loan was originated unless (a)
such Mortgage Loan was modified after the date of its origination in a
manner that would cause a "significant modification" of such Mortgage Loan
within the meaning of Treasury Regulations Section 1.1001-3(b), and (b)
such "significant modification" did not occur at a time when such Mortgage
Loan was in default or when default with respect to such Mortgage Loan was
reasonably foreseeable. However, if the referenced Mortgage Loan has been
subjected to a "significant modification" after the date of its
origination and at a time when such Mortgage Loan was not in default or
when default with respect to such Mortgage Loan was not reasonably
foreseeable, the Testing Date shall be the date upon which the latest such
"significant modification" occurred. Each yield maintenance payment and
prepayment premium payable under the Mortgage Loans is a "customary
prepayment penalty" within the meaning of Treasury Regulations Section
1.860G-1(b)(2).
19. Environmental Conditions and Compliance. One or more environmental site
assessments or updates thereof were performed by an environmental
consulting firm independent of the Seller or the Seller's affiliates with
respect to each related Mortgaged Property during the 18-months preceding
the origination of the related Mortgage Loan, and the Seller, having made
no independent inquiry other than to review the report(s) prepared in
connection with the assessment(s) referenced herein, has no actual
knowledge and has received no notice of any material and adverse
environmental condition or circumstance affecting such Mortgaged Property
that was not disclosed in such report(s). If any such environmental report
identified any Recognized Environmental Condition (REC), as that term is
defined in the Standard Practice for Environmental Site Assessments: Phase
I Environmental Site Assessment Process Designation: E 1527-00, as
recommended by the American Society for Testing and Materials (ASTM), with
respect to the related Mortgaged Property and the same have not been
subsequently addressed in all material respects, then either (i) an escrow
greater than or equal to 100% of the amount identified as necessary by the
environmental consulting firm to address the REC is held by the Seller for
purposes of effecting same (and the Mortgagor has covenanted in the
Mortgage Loan documents to perform such work), (ii) the related Mortgagor
or other responsible party having financial resources reasonably estimated
to be adequate to address the REC is required to take such actions or is
liable for the failure to take such actions, if any, with respect to such
circumstances or conditions as have been required by the applicable
governmental regulatory authority or any environmental law or regulation,
(iii) the Mortgagor has provided an environmental insurance policy, (iv)
an operations and maintenance plan has been or will be implemented or (v)
such conditions or circumstances were investigated further and a qualified
environmental consulting firm recommended no further investigation or
remediation.
20. Customary Mortgage Provisions. Each related Mortgage Note, Mortgage and
Assignment of Leases (if contained in a document separate from the
Mortgage) contain customary and enforceable provisions, subject to the
limitations and exceptions set forth in paragraph (5) and applicable state
law for comparable mortgaged properties similarly situated such as to
render the rights and remedies of the holder thereof adequate for the
practical realization against the Mortgaged Property of the benefits of
the security intended to be provided thereby, including realization by
judicial or, if applicable, non-judicial foreclosure.
21. Bankruptcy. At the time of origination and, to the actual knowledge of
Seller as of the Cut-off Date, no Mortgagor is a debtor in, and no
Mortgaged Property is the subject of, any state or federal bankruptcy or
insolvency proceeding.
22. Whole Loan; No Equity Participation, Contingent Interest or Negative
Amortization. Except with respect to a Mortgage Loan that is part of a
Loan Group, each Mortgage Loan is a whole loan. None of the Mortgage Loans
contain any equity participation, preferred equity component or shared
appreciation feature by the mortgagee nor does any Mortgage Loan provide
the mortgagee with any contingent or additional interest in the form of
participation in the cash flow of the related Mortgaged Property.
23. Transfers and Subordinate Debt. Subject to certain exceptions which are
customarily acceptable to prudent commercial and multifamily mortgage
lending institutions lending on the security of property comparable to the
related Mortgaged Property, each Mortgage Loan contains a "due on sale" or
other such provision for the acceleration of the payment of the unpaid
principal balance of such Mortgage Loan if, without the consent of the
holder of the Mortgage or complying with the requirements of the related
Mortgage Loan documents, (a) the related Mortgaged Property, or any
controlling or majority equity interest in the related Mortgagor, is
directly or indirectly pledged, transferred or sold, other than as related
to (i) family and estate planning transfers, (ii) transfers to certain
affiliates as defined in the related Mortgage Loan documents (iii)
transfers of less than a controlling interest in a Mortgagor, (iv) a
substitution or release of collateral within the parameters of paragraph
(26) below, or, (v) the enforcement of rights by a mezzanine lender in
connection with any mezzanine debt which existed or is permitted under the
related Mortgage Loan documents, or (b) the related Mortgaged Property is
encumbered with a subordinate lien or security interest against the
related Mortgaged Property, other than (i) any Companion Loan of any
Mortgage Loan or any subordinate debt that existed at origination or is
permitted under the related Mortgage Loan documents, (ii) debt secured by
furniture, fixtures, equipment and other personal property in the ordinary
course of business or (iii) any Mortgage Loan that is cross-collateralized
and cross-defaulted with another Mortgage Loan. Except as related to
(a)(i), (ii), (iii), (iv) or (v), above, no Mortgage Loan may be assigned
by the Mortgagor to another entity without the mortgagee's consent.
24. Waivers and Modification. Except as set forth in the related Mortgage
File, the terms of the related Mortgage Note and Mortgage have not been
waived, modified, altered, satisfied, impaired, canceled, subordinated or
rescinded in any manner which materially interferes with the security
intended to be provided by such Mortgage.
25. Inspection. Each related Mortgaged Property was inspected by or on behalf
of the related originator or an affiliate of the originator during the 12
month period prior to the related origination date.
26. Releases of Mortgaged Property. (A) Since origination, no material portion
of the related Mortgaged Property has been released from the lien of the
related Mortgage in any manner which materially and adversely affects the
value of the Mortgage Loan or materially interferes with the security
intended to be provided by such Mortgage; and (B) the terms of the related
Mortgage Loan documents do not permit the release of any portion of the
Mortgaged Property from the lien of the Mortgage except (i) in
consideration of payment in full therefor, (ii) in connection with the
substitution of all or a portion of the Mortgaged Property in exchange for
delivery of "government securities" within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, as amended, (iii) where such
portion to be released was not considered material for purposes of
underwriting the Mortgage Loan and such release was contemplated at
origination, (iv) conditioned on the satisfaction of certain underwriting
and other requirements, including payment of a release price representing
adequate consideration for such Mortgaged Property or the portion thereof
to be released, or (v) in connection with the substitution of a
replacement property in compliance with REMIC Provisions.
27. Local Law Compliance. To the Seller's actual knowledge, based upon a
letter from governmental authorities, a legal opinion, an endorsement to
the related title policy, or other due diligence considered reasonable by
prudent commercial mortgage lenders, taking into account the location of
the Mortgaged Property, as of the date of origination of such Mortgage
Loan and as of the Cut-off Date, there are no material violations of any
applicable zoning ordinances, building codes and land laws applicable to
the Mortgaged Property or the use and occupancy thereof which (i) are not
insured by the Title Policy or a law and ordinance insurance policy or
(ii) would have a material adverse effect on the value, operation or net
operating income of the Mortgaged Property.
28. Improvements. To the Seller's actual knowledge based on the Title Policy
or surveys obtained in connection with the origination of each Mortgage
Loan, none of the material improvements which were included for the
purposes of determining the appraised value of the related Mortgaged
Property at the time of the origination of the Mortgage Loan lies outside
of the boundaries and building restriction lines of such property (except
Mortgaged Properties which are legal non-conforming uses), to an extent
which would have a material adverse affect on the value of the Mortgaged
Property or related Mortgagor's use and operation of such Mortgaged
Property (unless affirmatively covered by the related Title Policy) and no
improvements on adjoining properties encroached upon such Mortgaged
Property to any material and adverse extent (unless affirmatively covered
by the related Title Policy).
29. Single Purpose Entity. With respect to each Mortgage Loan with a Cut-off
Date Balance in excess of $5,000,000 the related Mortgagor has covenanted
in its organizational documents and/or the Mortgage Loan documents to own
no significant asset other than the related Mortgaged Property and assets
incidental to its ownership and operation of such Mortgaged Property, and
to hold itself out as being a legal entity, separate and apart from any
other Person.
30. Advance of Funds. (A) After origination, the Seller has not, directly or
indirectly, advanced any funds to the Mortgagor, other than pursuant to
the related Mortgage Loan documents; and (B) to the Seller's actual
knowledge, no funds have been received from any Person other than the
Mortgagor, for or on account of payments due on the Mortgage Note.
31. Litigation or Other Proceedings. As of the date of origination and, to the
Seller's actual knowledge, as of the Cut-off Date, there was no pending
action, suit or proceeding, or governmental investigation of which it has
received notice, against the Mortgagor or the related Mortgaged Property
the adverse outcome of which could reasonably be expected to materially
and adversely affect (i) such Mortgagor's ability to pay its obligations
under the Mortgage Loan, (ii) the security intended to be provided by the
Mortgage Loan documents or (iii) the current use of the Mortgaged
Property.
32. Trustee Under Deed of Trust. As of the date of origination, and, to the
Seller's actual knowledge, as of the Cut-off Date, if the related Mortgage
is a deed of trust, a trustee, duly qualified under applicable law to
serve as such, has either been properly designated and serving under such
Mortgage or may be substituted in accordance with the Mortgage and
applicable law.
33. Usury. The Mortgage Loan and the interest contracted for (exclusive of any
default interest, late charges, Yield Maintenance Charge or prepayment
premiums) complied as of the date of origination with, or is exempt from,
applicable state or federal laws, regulations and other requirements
pertaining to usury.
34. Other Collateral. Except with respect to the Companion Loan of any Loan
Group or any Mortgage Loan that is cross-collateralized and
cross-defaulted with another Mortgage Loan, to the Seller's knowledge, the
related Mortgage Note is not secured by any collateral that secures a loan
that is not a Mortgage Loan.
35. Flood Insurance. If the improvements on the Mortgaged Property are located
in a federally designated special flood hazard area, the Mortgagor is
required to maintain or the mortgagee maintains, flood insurance with
respect to such improvements and such policy is in full force and effect.
36. Escrow Deposits. All escrow deposits and payments required to be deposited
with the Seller or its agent in accordance with the Mortgage Loan
documents have been (or by the Closing Date will be) so deposited, are in
the possession of or under the control of the Seller or its agent (or,
with respect to a Non-Serviced Trust Loan, in the possession of or under
the control of the Lead Trustee or its agent under the applicable Lead
PSA), and there are no deficiencies in connection therewith.
37. Licenses and Permits. To the Seller's actual knowledge, based on the due
diligence customarily performed in the origination of comparable mortgage
loans by prudent commercial lending institutions considering the related
geographic area and properties comparable to the related Mortgaged
Property, (i) as of the date of origination of the Mortgage Loan, the
related Mortgagor, the related lessee, franchisor or operator was in
possession of all material licenses, permits and authorizations then
required for use of the related Mortgaged Property, and, (ii) as of the
Cut-off Date, the Seller has no actual knowledge that the related
Mortgagor, the related lessee, franchisor or operator was not in
possession of such licenses, permits and authorizations.
38. Organization of Mortgagors; Affiliation with other Mortgagors. With
respect to each Mortgage Loan, in reliance on certified copies of the
organizational documents of the Mortgagor delivered by the Mortgagor in
connection with the origination of such Mortgage Loan, the Mortgagor is an
entity organized under the laws of a state of the United States of
America, the District of Columbia or the Commonwealth of Puerto Rico.
Except with respect to any Mortgage Loan that is cross-collateralized and
cross defaulted with another Mortgage Loan, no Mortgage Loan has a
Mortgagor that is an affiliate of another Mortgagor.
39. Fee Simple Interest. Except with respect to the Mortgage Loans listed on
Exhibit B-39, the Mortgage Loan is secured in whole or in material part by
the fee simple interest in the related Mortgaged Property.
40. Recourse. Each Mortgage Loan is non-recourse to the related Mortgagor
except that the Mortgagor has agreed to be liable with respect to losses
incurred due to (i) fraud and/or other intentional material
misrepresentation, (ii) misapplication or misappropriation of rents
collected in advance or received by the related Mortgagor after the
occurrence of an event of default and not paid to the mortgagee or applied
to the Mortgaged Property in the ordinary course of business, (iii)
misapplication or conversion by the Mortgagor of insurance proceeds or
condemnation awards or (iv) breach of the environmental covenants in the
related Mortgage Loan documents.
41. Access; Tax Parcels. Each Mortgaged Property (a) is located on or adjacent
to a dedicated road, or has access to an irrevocable easement permitting
ingress and egress, (b) is served by public utilities, water and sewer (or
septic facilities) and (c) constitutes one or more separate tax parcels.
42. Financial Statements. Each Mortgage requires the Mortgagor to provide the
mortgagee with operating statements and rent rolls on an annual (or more
frequent) basis or upon written request.
43. Defeasance. If the Mortgage Loan is a Defeasance Loan, the Mortgage Loan
documents (A) permit defeasance (1) no earlier than two years after the
Closing Date, and (2) only with substitute collateral constituting
"government securities" within the meaning of Treasury Regulations Section
1.860G-2(a)(8)(i) in an amount sufficient to make all scheduled payments
under the Mortgage Note through the related maturity date (or the first
day of the open period) and the balloon payment that would be due on such
date, (B) require the delivery of (or otherwise contain provisions
pursuant to which the mortgagee can require delivery of) (i) an opinion to
the effect that such mortgagee has a first priority perfected security
interest in the defeasance collateral, (ii) an accountant's certification
as to the adequacy of the defeasance collateral to make all payments
required under the related Mortgage Loan through the related maturity date
(or the first day of the open period) and the balloon payment that would
be due on such date, (iii) an Opinion of Counsel that the defeasance
complies with all applicable REMIC Provisions, and (iv) assurances from
the Rating Agencies that the defeasance will not result in the withdrawal,
downgrade or qualification of the ratings assigned to the Certificates and
(C) contain provisions pursuant to which the mortgagee can require the
Mortgagor to pay expenses associated with a defeasance (including rating
agencies' fees, accountant's fees and attorneys' fees). Such Mortgage Loan
was not originated with the intent to collateralize a REMIC offering with
obligations that are not real estate mortgages.
44. Authorization in Jurisdiction. To the extent required under applicable law
and necessary for the enforcement of the Mortgage Loan, as of the date of
origination and at all times it held the Mortgage Loan, the originator of
such Mortgage Loan was authorized to do business in the jurisdiction in
which the related Mortgaged Property is located.
45. Capital Contributions. Neither the Seller nor any affiliate thereof has
any obligation to make any capital contributions to the Mortgagor under
the Mortgage Loan documents.
46. Subordinate Debt. Except with respect to the Companion Loan of any Loan
Group or any Mortgage Loan that is cross-collateralized and
cross-defaulted with another Mortgage Loan, none of the Mortgaged
Properties are encumbered and none of the Mortgage Loan documents permit
the related Mortgaged Property to become encumbered, without the prior
written consent of the holder of the Mortgage Loan or as described above
in clause (23), by any lien securing the payment of money junior to, of
equal priority with, or superior to, the lien of the related Mortgage
(other than Title Exceptions, taxes, assessments and contested mechanics
and materialmens liens that become payable after the Cut-off Date).
47. Ground Lease Representations and Warranties. With respect to each Mortgage
Loan secured by a leasehold interest (except with respect to any Mortgage
Loan also secured by the corresponding fee interest in the related
Mortgaged Property), the Seller represents and warrants the following with
respect to the related Ground Lease:
A. Such Ground Lease or a memorandum thereof has been or will be
duly recorded and such Ground Lease permits the interest of the lessee
thereunder to be encumbered by the related Mortgage or, if consent of the
lessor thereunder is required, it has been obtained prior to the Closing
Date.
B. Upon the foreclosure of the Mortgage Loan (or acceptance of a
deed in lieu thereof), the Mortgagor's interest in such Ground Lease is
assignable to the mortgagee and its assigns without the consent of the
lessor thereunder (or, if any such consent is required, it has been
obtained prior to the Closing Date).
C. Subject to the limitations on enforceability set forth in
Paragraph 5, such Ground Lease may not be amended, modified, canceled or
terminated without the prior written consent of the mortgagee and any such
action without such consent is not binding on the mortgagee, its
successors or assigns, except that termination or cancellation without
such consent may be binding on the mortgagee if (i) an event of default
occurs under the Ground Lease, (ii) notice is provided to the mortgagee
and (iii) such default is curable by the mortgagee as provided in the
Ground Lease but remains uncured beyond the applicable cure period.
D. To the actual knowledge of the Seller, on the Closing Date such
Ground Lease is in full force and effect and other than payments due but
not yet 30 days or more delinquent, (i) there is no material default, and
(ii) there is no event which, with the passage of time or with notice and
the expiration of any grace or cure period, would constitute a material
default under such Ground Lease; provided, however, that this
representation and warranty does not address or otherwise cover any
default, breach, violation or event of acceleration that specifically
pertains to any matter otherwise covered by any other representation and
warranty made by the Seller elsewhere in this Exhibit B or in any of the
exceptions to the representations and warranties in Schedule A hereto.
E. The Ground Lease or ancillary agreement between the lessor and
the lessee (i) requires the lessor to give notice of any default by the
lessee to the mortgagee and (ii) provides that no notice given is
effective against the mortgagee unless a copy has been delivered to the
mortgagee in the manner described in the ground lease or ancillary
agreement.
F. Based on the Title Policy, the Ground Lease (i) is not subject to
any liens or encumbrances superior to, or of equal priority with, the
Mortgage, other than the ground lessor's fee interest and Title Exceptions
or (ii) is subject to a subordination, non-disturbance and attornment
agreement to which the mortgagee on the lessor's fee interest in the
Mortgaged Property is subject.
G. The mortgagee is permitted a reasonable opportunity (including,
where necessary, sufficient time to gain possession of the interest of the
lessee under the ground lease) to cure any curable default under such
Ground Lease after receipt of notice of such default before the lessor
thereunder may terminate such Ground Lease.
H. Such Ground Lease has an original term (together with any
extension options, whether or not currently exercised, set forth therein
all of which can be exercised by the mortgagee if the mortgagee acquires
the lessee's rights under the Ground Lease) that extends not less than 20
years beyond the Stated Maturity Date or if such Mortgage Loan is fully
amortizing, extends not less than 10 years after the amortization term for
the Mortgage Loan.
I. Under the terms of the Ground Lease and the related Mortgage Loan
documents (including, without limitation, any estoppel or consent letter
received by the mortgagee from the lessor), taken together, any related
insurance proceeds or condemnation award (other than de minimis amounts
for minor casualties or in respect of a total or substantially total loss
or taking) will be applied either to the repair or restoration of all or
part of the related Mortgaged Property, with the mortgagee or a trustee
appointed by it having the right to hold and disburse such proceeds as
repair or restoration progresses, or to the payment or defeasance of the
outstanding principal balance of the Mortgage Loan, together with any
accrued interest (except in cases where a different allocation would not
be viewed as commercially unreasonable by any commercial mortgage lender,
taking into account the relative duration of the ground lease and the
related Mortgage and the ratio of the market value of the related
Mortgaged Property to the outstanding principal balance of such Mortgage
Loan).
J. The Ground Lease does not restrict the use of the related
Mortgaged Property by the lessee or its successors or assigns in a manner
that would materially adversely affect the security provided by the
related mortgage.
K. The Ground Lease does not impose any restrictions on subletting
that would be viewed as commercially unreasonable by a prudent commercial
mortgage lender.
L. The ground lessor under such Ground Lease is required to enter
into a new lease upon termination of the Ground Lease for any reason,
including the rejection of the Ground Lease in bankruptcy.
48. With respect to each Mortgage Loan in the Multifamily Loan Group:
A. Location of Properties. Each Mortgaged Property securing a
Mortgage in the Multifamily Loan Group is located in the United States or
in its territories (Puerto Rico, the U.S. Virgin Islands, Guam).
B. Number of Units. Each Mortgage in the Multifamily Loan Group is
secured by a Mortgaged Property or properties each of which contains at
least five dwelling units.
C. Construction Completed. Each Mortgaged Property financed by a
Mortgage in the Multifamily Loan Group that is secured by a
newly-constructed property has achieved a percentage of physical occupancy
of more than 65% as indicated in Annex A to the Prospectus Supplement.
D. Dwelling Units. For each Mortgaged Property financed by a
Mortgage in the Multifamily Loan Group, a certificate of occupancy has
been collected or confirmation that the certificate of occupancy has been
issued by the appropriate authority has been obtained.
E. Mixed Use Properties. Mortgages in the Multifamily Loan Group are
secured by properties that have both a housing component and a non-housing
component meet all of the following requirements:
(A) The physical plan consists of:
(1) A single structure; or
(2) Multiple Structures, some of which contain
mixed uses but none of which is entirely
non-residential; or
(3) Multiple Structures most of which are entirely
residential, but one or a small number of which consist
of retail stores primarily intended to serve residents
of the project.
(B) The aggregate gross commercial income does not
exceed 20% of the estimated total gross income.
F. RV parks. The Multifamily Loan Group contains no Mortgages on
manufactured housing parks where the aggregate gross income from homesites
for dwelling units that re not permanently attached to homesites, such as
recreational vehicles, does not exceed 20% of the estimated total gross
income.
G. Property Types. Except for any portion of a Mortgaged Property
that contains non-residential uses identified in paragraph E above, all of
the properties securing the Mortgages in the Multifamily Loan Group are
being operated as multifamily rental housing (which may include student
housing, seniors housing as described above, or mixed-use properties as
described above), cooperative housing or manufactured housing parks and
none of the properties securing the Mortgages in the Multifamily Loan
Group are hotel properties or provide daily rentals.
H. Use. The Mortgage Loan documents for each mortgage in the
Multifamily Loan Group contain covenants that prohibit a change of use of
the Mortgaged Property securing such mortgage without the mortgagee's
prior consent.
49. Franchisor Comfort Letters. With respect to each Mortgage Loan secured by
a hospitality property with respect to which a franchisor comfort letter
exists, (A) (i) such comfort letter is freely assignable and (ii) all
steps necessary for the Trust to have the full benefit of the comfort
letter have been taken or shall be taken by the Seller within the
timeframes contemplated under such comfort letter, including, without
limitation, notification by the Seller to the franchisor of any such
assignment, or (B) the related franchisor has delivered to the Trustee a
replacement comfort letter in favor of the Trust containing the same terms
and conditions as the original comfort letter.
EXHIBIT C
EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
Numerical references are to the corresponding Mortgage Loan
representations and warranties set forth in Exhibit B to the Mortgage Loan
Purchase Agreement. Numbers and titles correspond to the representation number
and corresponding titles in the related Mortgage Loan representations and
warranties. The loan numbers correspond to the control numbers listed in Annex A
to the Prospectus Supplement.
Any exception listed below in respect of a particular representation
or warranty shall also be deemed to apply to any other applicable representation
or warranty.
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5. Legal, Valid and Binding Obligation; Assignment of Leases
--------------------------------------------------------------------------------
Loan 8, Hyatt Regency Milwaukee: The security interest consists of an
assignment of all the rental income from the operating tenant under the
operating lease.
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8. Mortgage Lien
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Loan 13, Xxxxxxxx Portfolio: With respect to the Hazard Village property,
two restaurant tenants (Wendy's and Xxxxx'x Seafood (d/b/a Captain Ds))
each have a right of first refusal under its respective lease to purchase
its respective pad. Under the Wendy's lease, the tenant has a right of
first refusal in the event of any voluntary sale, transfer or disposition
of the Wendy's pad. The right of first refusal does not apply to a sale of
the entire shopping center. The Xxxxx'x Seafood right of first refusal
applies in the event the property becomes available for sale. Both tenants
executed subordination, non-disturbance agreements, which subordinated the
leases to the mortgage. In addition, the borrower is under a post closing
obligation to use commercial reasonable efforts to obtain new
subordination, non-disturbance agreements, which provide that the rights
of first refusal do not apply to the exercise by the lender of its
remedies under the loan documents.
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9. UCC Filings
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Loan 8, Hyatt Regency Milwaukee: The lender does not have a direct pledge
of all personal property used in the operation of the property to the
extent the operating tenant owns such property. The operating tenant has
pledged all of its interest in such property to the borrower as security
for its performance under the operating lease, and the borrower has
pledged to the lender all of its interest in such property. All such
pledges of personal property are the subject of filed UCC-1 Financing
Statements.
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13. Insurance
--------------------------------------------------------------------------------
Loan 88, Walgreens - Northport: The Walgreens, single tenant, is permitted
to self-insure.
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23. Transfers and Subordinate Debt
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Loan 16, Doubletree Hotel Memphis: Transfers of stock in Corporate
Property Associates 16-Global Incorporated are permitted without
limitation so long as such entity is publicly traded. Transfers of direct
and indirect interests in borrower are permitted provided that following
such transfers the borrower is controlled and at least 51% of beneficial
interest in borrower are owned by either or a combination of (i) W.P.
Xxxxx & Co. LLC, (ii) entities controlling, controlled by and under common
control with W.P. Xxxxx & Co. LLC, (iii) Watermark Capital Partners and/or
(iv) entities (a) controlling, controlled by and under common control with
Watermark Capital Partners and (b) owned at least 51% by Watermark Capital
Partners.
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27. Local Law Compliance
--------------------------------------------------------------------------------
Loan 13, Xxxxxxxx Portfolio: With respect to the Marktplatz property, the
related borrower has appealed a dismissal of a zoning challenge, which was
initiated by a neighboring property owner arguing that the City of
Cullman, Alabama failed to follow proper notice requirements when the
Markplatz property was re-zoned at the time the property was improved with
the shopping center. The lower court ruled in favor of the defendants, but
the case has been appealed to the Alabama Supreme Court and the appeal is
currently pending. The lender received a zoning opinion from the
borrower's zoning counsel in connection with the origination of the loan,
which opined that in the event the zoning ordinance was overturned the
property would constitute a legal, non-conforming structure and would be
rebuildable in the event of a casualty.
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31. Litigation or Other Proceedings
--------------------------------------------------------------------------------
Loan 13, Xxxxxxxx Portfolio: With respect to the Marktplatz property, the
related borrower has appealed a dismissal of a zoning challenge, which was
initiated by a neighboring property owner arguing that the City of
Cullman, Alabama failed to follow proper notice requirements when the
Markplatz property was re-zoned at the time the property was improved with
the shopping center. The lower court ruled in favor of the defendants, but
the case has been appealed to the Alabama Supreme Court and the appeal is
currently pending. The lender received a zoning opinion from the
borrower's zoning counsel in connection with the origination of the loan,
which opined that in the event the zoning ordinance was overturned the
property would constitute a legal, non-conforming structure and would be
rebuildable in the event of a casualty.
--------------------------------------------------------------------------------
37. Licenses and Permits
--------------------------------------------------------------------------------
Loan 16, Doubletree Hotel Memphis: Certificate of occupancy for the
parking garage structure could not be located. According to the zoning
report obtained in connection with the origination of the Mortgage Loan,
the absence of a certificate of occupancy in the applicable government
files will not give rise to an enforcement action.
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43. Defeasance
--------------------------------------------------------------------------------
Loan 39, 000 Xxxxxxxxx Xxxx: The related promissory note does not
reference Treas. Reg. Sec. 1.860G-2(a)(8)(i). The related promissory note
does not specifically state that defeasance shall be permitted only to
facilitate the disposition of the Mortgaged Property and not as a part of
an arrangement to collateralize a REMIC offering with obligations that are
not real estate mortgages.
--------------------------------------------------------------------------------
Loan 27, 530 Xxxxx: The Mortgage Loan documents permit the partial
defeasance of the Mortgage Loan in connection with the total defeasance of
the Mortgage Loan that is cross collateralized and cross defaulted with
the Mortgage Loan in an amount up to 15% of the original principal
balance. In addition, in connection with the defeasance of the Mortgage
Loan, the Mortgage Loan documents require the partial defeasance of the
Mortgage Loan that is cross collateralized and cross defaulted with the
Mortgage Loan in an amount equal to 15% of such Mortgage Loan.
--------------------------------------------------------------------------------
Loan 28, 630 Xxxxx: The Mortgage Loan documents permit the partial
defeasance of the Mortgage Loan in connection with the total defeasance of
the Mortgage Loan that is cross collateralized and cross defaulted with
the Mortgage Loan in an amount up to 15% of the original principal
balance. In addition, in connection with the defeasance of the Mortgage
Loan, the Mortgage Loan documents require the partial defeasance of the
Mortgage Loan that is cross collateralized and cross defaulted with the
Mortgage Loan in an amount equal to 15% of such Mortgage Loan.
--------------------------------------------------------------------------------
46. Subordinate Debt.
--------------------------------------------------------------------------------
Loan 61, Xxxxxx Xxxxx East: The Mortgagor is permitted to incur
subordinate debt, subject to certain conditions, including, but not
limited to (i) the combined loan-to-value ratio does not exceed 75%, (ii)
the combined debt service coverage ratio is not less than 1.20x, (iii)
receipt of a REMIC opinion of secured by second-priority mortgage and (iv)
an subordination agreement is executed; provided that the subordinate debt
may not be secured by the Mortgaged Property without the approval of the
servicer and each rating agency.
--------------------------------------------------------------------------------
Loan 16, Doubletree Hotel Memphis: The loan documents permit unsecured
loans ("Subordinate Intercompany Loans") to the borrower from the equity
owners of the borrower ("Subordinate Intercompany Creditors"), provided,
that (i) such Subordinate Intercompany Loans (a) are used solely either
(1) to finance borrower's acquisition of the Property (and Corporate
Property Associates 16-Global Incorporated made an unsecured loan to the
borrower in the amount of $5,583,058 at closing for this purpose) or (2)
for future capital investments in borrower, provided, that the aggregate
amount of Subordinate Intercompany Loans outstanding at any one time under
this subclause (2) shall not exceed $4,100,000, (b) are in all respects by
their terms subordinate to the obligations and the Loan Documents, (c) are
payable only from excess cash flow from the Property after payment of all
amounts due and owing under the Loan Documents and all outstanding trade
debt or other obligations of borrower, excepting those obligations which
are not past due and for which borrower has set aside sufficient working
capital reserves to pay the same as and when due, (d) do not mature prior
to the maturity date, and (ii) each Subordinate Intercompany Creditor
executes a subordination and standstill agreement in substantially the
form attached to the loan agreement.
--------------------------------------------------------------------------------
Loan 27, 530 Xxxxx: The Mortgage Loan documents permit a future
subordinate mortgage loan at any time following the closing, which may be
secured by a junior lien on the Mortgaged Property, subject to the
satisfaction of certain conditions, including, but not limited to, a debt
service coverage ratio of at least 1.15x (based on the aggregate of the
loan, any mezzanine loan and the subordinate mortgage loan) and a combined
loan-to-value ratio not to exceed 80% (including the loan, any mezzanine
loan and the subordinate mortgage loan).
--------------------------------------------------------------------------------
Loan 28, 630 Xxxxx: The Mortgage Loan documents permit a future
subordinate mortgage loan at any time following the closing, which may be
secured by a junior lien on the Mortgaged Property, subject to the
satisfaction of certain conditions, including, but not limited to, a debt
service coverage ratio of at least 1.15x (based on the aggregate of the
loan, any mezzanine loan and the subordinate mortgage loan) and a combined
loan-to-value ratio not to exceed 80% (including the loan, any mezzanine
loan and the subordinate mortgage loan).
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47. Ground Leases Representations and Warranties
--------------------------------------------------------------------------------
C. Loan 48, Aeia Town Square: The Ground Lease does not provide that it may
not be amended or modified without the lender's consent.
--------------------------------------------------------------------------------
E. Loan 99, Walgreens -Madison: The Ground Lease does not provide that no
notice given is effective against the mortgagee unless given in the manner
prescribed in the Ground Lease.
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I. Loan 13, Xxxxxxxx Portfolio: With respect to the Ground Leases affecting
Hazard Village, the related estoppel certificates require the insurance
proceeds to be disbursed in accordance with the terms of the loan
documents.
The Black Gold Plaza Ground Lease with Xxxx Hollow Trust provides that the
tenant will either (i) repair and restore the premises (in such manner as
tenant or its leasehold lender may require or deem appropriate) or (ii)
raze the damaged improvements. Any insurance proceeds received by the
tenant as a result of casualty loss will be the property of the tenant
unless the tenant elects not to repair or restore the improvements, in
which event the balance of the insurance proceeds after (1) payment of the
cost of razing the damaged improvements, (2) payment in full of any
leasehold mortgages, (3) cost of collection of proceeds, (4) return to
tenant of any equity in the premises, will be divided between landlord and
tenant on the basis that landlord will receive that percentage of the net
proceeds equal to the percentage of the term that has expired at the time
of the damage or destruction. Condemnation awards will be apportioned so
that the value of the leasehold and improvements are paid to the tenant
and the value of the fee is paid to the landlord.
--------------------------------------------------------------------------------
L. Loan 48, Aeia Town Square: The respect to both Ground Leases, the ground
lessor is not required to enter into a new lease upon termination of such
Ground Lease. The sponsor of the Mortgagor has provided a personal
recourse guaranty in the event that a Ground Lease is terminated and the
parties do not enter into a new Ground Lease.
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Exhibit B-39
Mortgage Loans Secured By A Leasehold Interest In All
Or A Material Portion Of The Related Mortgaged Property
-------------------------------------------------------
Loan No. Mortgage Loan/Mortgaged Property
------------- -----------------------------------
13.01 Xxxxxxxx Portfolio/Hazard Village
13.03 Xxxxxxxx Xxxxxxxxx/Xxxxx Xxxx Xxxxx
00 Xxxx Town Square
58 Homewood Suites Oakland
63 Hotel Metropole
00 Xxxxxxxx Xxxxx
00 Xxxxxxxxx - Xxxxxxx
