Exhibit 99.2
GSMC Mortgage Loan Purchase Agreement
GSMC MORTGAGE LOAN PURCHASE AGREEMENT
Pursuant to this Mortgage Loan Purchase Agreement dated as of October 1,
2007 (this "Agreement"), between Xxxxxxx Xxxxx Mortgage Company (together with
its successors and permitted assigns hereunder, the "Seller") and Greenwich
Capital Commercial Funding Corp. (together with its successors and permitted
assigns hereunder, the "Purchaser"), the Seller intends to sell and the
Purchaser intends to purchase certain multifamily and commercial mortgage loans
(collectively, the "Mortgage Loans"), as identified on the schedule annexed
hereto as Exhibit A (the "Mortgage Loan Schedule").
The Purchaser intends to deposit the Mortgage Loans, together with other
assets, into a trust fund (the "Trust Fund"), the beneficial ownership of which
will be evidenced by multiple classes (each, a "Class") of mortgage pass-through
certificates (the "Certificates") to be identified as the Greenwich Capital
Commercial Funding Corp., Commercial Mortgage Trust 2007-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, Sachs &
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 $2,059,179,234.92
(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 limited partnership duly organized, validly existing
and in good standing under the laws of the State of New York, is duly
qualified as a foreign organization in good standing in all jurisdictions to
the extent such qualification is necessary to hold and sell the Mortgage
Loans or otherwise comply with its obligations under the Operative Documents,
except where the failure to be so qualified would not have a material adverse
effect on its ability to perform its obligations under the Operative
Documents, and possesses all requisite authority and power to carry on its
business as currently conducted by it and to execute, deliver and comply with
its obligations under the terms of each Operative Document.
(ii) Each Operative Document has been duly and validly authorized,
executed and delivered by the Seller and, assuming due authorization,
execution and delivery hereof by the Purchaser, constitutes a legal, valid
and binding obligation of the Seller, enforceable against the Seller in
accordance with its terms, except as such enforcement may be limited by (A)
bankruptcy, insolvency, reorganization, receivership, moratorium or other
similar laws affecting the enforcement of creditors' rights in general, and
(B) general equity principles (regardless of whether such enforcement is
considered in a proceeding in equity or at law).
(iii) The execution and delivery of each Operative Document by the Seller
and the Seller's performance and compliance with the terms of each Operative
Document will not (A) violate the Seller's organizational documents, (B)
violate any law or regulation or any administrative decree or order to which
the Seller is subject or (C) constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default) under, or
result in the breach of, any material contract, agreement or other instrument
to which the Seller is a party or by which the Seller is bound.
(iv) The Seller is not in default with respect to any order or decree of
any court or any order, regulation or demand of any federal, state, municipal
or other governmental agency or body, which default might have consequences
that would, in the Seller's reasonable and good faith judgment, materially
and adversely affect the condition (financial or other) or operations of the
Seller or its properties or have consequences that would, in the Seller's
reasonable and good faith judgment, materially and adversely affect its
performance hereunder.
(v) The Seller is not a party to or bound by any agreement or instrument
or subject to any organizational document or any other corporate restriction
or any judgment, order, writ, injunction, decree, law or regulation that
would, in the Seller's reasonable and good faith judgment, materially and
adversely affect the ability of the Seller to perform its obligations under
the Operative Documents or that requires the consent of any third person to
the execution and delivery of the Operative Documents by the Seller or the
performance by the Seller of its obligations under the Operative Documents.
(vi) Except for the recordation and/or filing of assignments and other
transfer documents with respect to the Mortgage Loans, as contemplated by
Section 2(d), no consent, approval, authorization or order of, registration
or filing with, or notice to, any court or governmental agency or body, is
required for the execution, delivery and performance by the Seller of or
compliance by the Seller with the Operative Documents or the consummation of
the transactions contemplated by the Operative Documents; and no bulk sale
law applies to such transactions.
(vii) No litigation is pending or, to the best of the Seller's knowledge,
threatened against the Seller that would, in the Seller's good faith and
reasonable judgment, prohibit its entering into the Operative Documents or
materially and adversely affect the performance by the Seller of its
obligations under the Operative Documents.
(viii) The Seller intends to treat the transfer of the Mortgage Loans to
the Purchaser as a sale for accounting and tax purposes. In connection with
the foregoing, the Seller shall cause all of its records to reflect such
transfer as a sale (as opposed to a secured loan). The consideration received
by the Seller upon the sale of the Mortgage Loans to the Purchaser will
constitute at least reasonably equivalent value and fair consideration for
the Mortgage Loans. The Seller will be solvent at all relevant times prior
to, and will not be rendered insolvent by, the sale of the Mortgage Loans to
the Purchaser. The Seller is not selling the Mortgage Loans to the Purchaser
with any intent to hinder, delay or defraud any of the creditors of the
Seller. After giving effect to its transfer of the Mortgage Loans to the
Purchaser, as provided herein, the value of the Seller's assets, either taken
at their present fair saleable value or at fair valuation, will exceed the
amount of the Seller's debts and obligations, including contingent and
unliquidated debts and obligations of the Seller, and the Seller will not be
left with unreasonably small assets or capital with which to engage in and
conduct its business. The Mortgage Loans do not constitute all or
substantially all of the assets of the Seller. The Seller does not intend to,
and does not believe that it will, incur debts or obligations beyond its
ability to pay such debts and obligations as they mature.
(ix) No proceedings looking toward merger, liquidation, dissolution or
bankruptcy of the Seller are pending or contemplated.
(b) The Seller hereby makes, for the benefit of the Purchaser, with
respect to each Mortgage Loan, as of the Closing Date or as of such other date
expressly set forth therein, each of the representations and warranties set
forth on Exhibit B attached hereto, except as otherwise set forth on Exhibit C
attached hereto; provided that the Seller expressly does not make any
Multifamily Representation with respect to any Mortgage Loan that is not in the
Multifamily Loan Group. As used in Exhibit B, the term "Multifamily Loan Group"
shall mean a loan group comprised of the multifamily mortgages and mortgages on
manufactured housing parks identified as Loan Group 2 on the Mortgage Loan
Schedule. The term "Multifamily Representation" shall mean each of the
representations and warranties made by the Seller with respect to any Mortgage
Loan in the Multifamily Loan Group in clause (48) of Exhibit B.
SECTION 4. Representations and Warranties of the Purchaser. In order to
induce the Seller to enter into this Agreement, the Purchaser hereby represents
and warrants for the benefit of the Seller as of the date hereof and as of the
Closing Date that:
(i) The Purchaser is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware. The Purchaser has the
full corporate power and authority and legal right to acquire the Mortgage
Loans from the Seller and to transfer the Mortgage Loans to the Trustee.
(ii) This Agreement has been duly and validly authorized, executed and
delivered by the Purchaser and, assuming due authorization, execution and
delivery hereof by the Seller, constitutes a legal, valid and binding
obligation of the Purchaser, enforceable against the Purchaser in accordance
with its terms, except as such enforcement may be limited by (A) bankruptcy,
insolvency, reorganization, receivership, moratorium or other similar laws
affecting the enforcement of creditors' rights in general, and (B) general
equity principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law).
(iii) The execution and delivery of this Agreement by the Purchaser and
the Purchaser's performance and compliance with the terms of this Agreement
will not (A) violate the Purchaser's organizational documents, (B) violate
any law or regulation or any administrative decree or order to which the
Purchaser is subject or (C) constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default) under, or
result in the breach of, any material contract, agreement or other instrument
to which the Purchaser is a party or by which the Purchaser is bound.
(iv) Except as may be required under federal or state securities laws (and
which will be obtained on a timely basis), no consent, approval,
authorization or order of, registration or filing with, or notice to, any
governmental authority or court, is required for the execution, delivery and
performance by the Purchaser of or compliance by the Purchaser with this
Agreement, or the consummation by the Purchaser of any transaction described
in this Agreement.
(v) Under GAAP and for federal income tax purposes, the Purchaser will
report the transfer of the Mortgage Loans by the Seller to the Purchaser, as
provided herein, as a sale of the Mortgage Loans to the Purchaser in exchange
for the consideration specified in Section 1 hereof.
SECTION 5. Notice of Breach; Cure; Repurchase.
(a) If the Seller discovers or receives notice in accordance with Section
10 hereof of a Document Defect or a breach of any of its representations and
warranties made pursuant to Section 3(b) hereof (each such breach, a "Breach")
relating to any Mortgage Loan, and such Document Defect or Breach materially and
adversely affects (or, in the case of a breach of any Multifamily
Representation, is deemed to materially and adversely affect) the value of the
Mortgage Loan or the related Mortgaged Property or the interests of the
Purchaser in such Mortgage Loan (in which case any such Document Defect or
Breach would be a "Material Document Defect" or a "Material Breach," as the case
may be), then (subject to Section 5(b)) the Seller shall, within 90 days after
its discovery or receipt of such notice of such Material Document Defect or
Material Breach (or, in the case of a Material Document Defect or Material
Breach that affects whether a Mortgage Loan was, as of the Closing Date, is or
will continue to be a "qualified mortgage" within the meaning of the REMIC
Provisions (a "Qualified Mortgage"), not later than 90 days after any party
discovering such Material Document Defect or Material Breach) (such 90-day
period, in either case, the "Initial Resolution Period"), (i) cure such Material
Document Defect or Material Breach, as the case may be, in all material
respects, which cure shall include payment of any Additional Trust Fund Expenses
associated therewith, or (ii) repurchase the affected Mortgage Loan (or the
related Mortgaged Property, or in the case of any Mortgaged Property related to
a Loan Group, to the extent of the Seller's interest therein from, and in
accordance with the directions of, the Purchaser or its designee, at a price
equal to the Purchase Price; provided that if (A) any such Material Breach or
Material Document Defect, as the case may be, does not affect whether the
Mortgage Loan was, as of the Closing Date, is or will continue to be a Qualified
Mortgage, (B) such Material Breach or Material Document Defect, as the case may
be, is capable of being cured but not within the applicable Initial Resolution
Period, (C) the Seller has commenced and is diligently proceeding with the cure
of such Material Breach or Material Document Defect, as the case may be, within
the applicable Initial Resolution Period, (D) the Seller shall have delivered to
the Purchaser a certification executed on behalf of the Seller by an officer
thereof confirming that such Material Breach or Material Document Defect, as the
case may be, is not capable of being cured within the applicable Initial
Resolution Period, setting forth what actions the Seller is pursuing in
connection with the cure thereof and stating that the Seller anticipates that
such Material Breach or Material Document Defect, as the case may be, will be
cured within an additional period not to exceed 90 days beyond the end of the
applicable Initial Resolution Period, and (E) the affected Mortgage Loan is not
then a Specially Serviced Mortgage Loan, then the Seller shall have such
additional 90-day period (the "Resolution Extension Period") to complete such
cure or, failing such, to repurchase the affected Mortgage Loan (or the related
Mortgaged Property); and provided, further, that, if any such Material Document
Defect is still not cured after the initial 90-day period and any such
additional 90-day period solely due to the failure of the Seller to have
received the recorded document, then the Seller shall be entitled to continue to
defer its cure and repurchase obligations in respect of such Document Defect so
long as the Seller certifies to the Purchaser every 30 days thereafter that the
Document Defect is still in effect solely because of its failure to have
received the recorded document and that the Seller is diligently pursuing the
cure of such defect (specifying the actions being taken), except that no such
deferral of cure or repurchase may continue beyond the second anniversary of the
Closing Date. Any such repurchase of a Mortgage Loan shall be on a whole loan,
servicing released basis. The Seller shall have no obligation to monitor the
Mortgage Loans regarding the existence of a Breach or Document Defect, but if
the Seller discovers a Material Breach or Material Document Defect with respect
to a Mortgage Loan, it will notify the Purchaser. Provided that the Master
Servicer has notice of such Material Document Defect or Material Breach, the
Master Servicer shall notify the Seller if the related Mortgage Loan becomes a
Specially Serviced Mortgage Loan during any applicable cure periods. Any of the
following document defects shall be conclusively presumed to be a Material
Document Defect: (a) the absence from the Mortgage File of the original signed
Mortgage Note, together with the endorsements referred to in clause (a)(i) of
the definition of "Mortgage File," unless the Mortgage File contains a signed
lost note affidavit and indemnity with respect to the missing Mortgage Note and
any missing endorsement that appears to be regular on its face, (b) other than
with respect to a Non-Serviced Trust Loan, the absence from the Mortgage File of
the original executed Mortgage or a copy of such Mortgage certified by the local
authority with which the Mortgage was recorded, in each case with evidence of
recording thereon, that appears to be regular on its face, unless there is
included in the Mortgage File a copy of the executed Mortgage and a certificate
stating that the original signed Mortgage was sent for recordation, (c) other
than with respect to a Non-Serviced Trust Loan, the absence from the Mortgage
File of the original or a copy of the lender's title insurance policy, together
with all endorsements or riders (or copies thereof) that were issued with or
subsequent to the issuance of such policy, or marked up insurance binder or
title commitment which is marked as a binding commitment and countersigned by
title company, insuring the priority of the Mortgage as a first lien on the
Mortgaged Property, (d) other than with respect to a Non-Serviced Trust Loan,
the absence from the Mortgage File of any intervening assignments required to
create a complete chain of assignment to the Trustee on behalf of the Trust and
a certificate stating that the original intervening assignments were sent for
recordation, unless there is included in the Mortgage File a certified copy of
the intervening assignment or (e) other than with respect to a Non-Serviced
Trust Loan, the absence from the Servicing File of any original letter of
credit. For purposes of this Section 5(a) and other related provisions of this
Agreement, a breach of any Multifamily Representation with respect to a Mortgage
Loan in the Multifamily Loan Group shall be deemed to materially and adversely
affect the value of the Mortgage Loan or the related Mortgaged Property or the
interests of the Purchaser in such Mortgage Loan and shall constitute a Material
Breach.
(b) If (x) any Mortgage Loan is subject to a Material Breach or Material
Document Defect and would otherwise be required to be repurchased as
contemplated by Section 5(a), (y) such Mortgage Loan is a Cross-Collateralized
Mortgage Loan or is secured by a portfolio of Mortgaged Properties, and (z) the
applicable Material Breach of Material Document Defect does not constitute a
Material Breach or Material Document Defect, as the case may be, as to any
related Cross-Collateralized Mortgage Loan or applies to only specific Mortgaged
Properties in such portfolio, the Purchaser or its designee shall use reasonable
efforts, subject to the terms of the related Mortgage Loans, to prepare and, to
the extent necessary and appropriate, have executed by the related Mortgagor and
record, such documentation as may be necessary to (i) in the case of a
Cross-Collateralized Group, terminate the cross-collateralization between the
Mortgage Loans in such Cross-Collateralized Group that are to be repurchased, on
the one hand, and the remaining Mortgage Loans therein, on the other hand, such
that those two groups of Mortgage Loans are each secured only by the Mortgaged
Properties identified in the Mortgage Loan Schedule as directly corresponding
thereto or (ii) in the case of Mortgage Loan secured by a portfolio of Mortgaged
Properties, release the affected Mortgaged Properties from the
cross-collateralization of the Mortgage Loan; provided that, if such
Cross-Collateralized Group is still subject to the Pooling and Servicing
Agreement, then no such termination shall be effected unless and until (i) the
Purchaser or its designee has received from the Seller (A) an Opinion of Counsel
to the effect that such termination or release will not cause an Adverse REMIC
Event to occur with respect to any REMIC Pool or an Adverse Grantor Trust Event
to occur with respect to the Grantor Trust and (B) a written confirmation from
each Rating Agency that such termination or release will not cause an Adverse
Rating Event to occur with respect to any Class of Certificates, (ii) the debt
service coverage ratio for the four preceding calendar quarters for all of the
Mortgage Loans relating to such Cross-Collateralized Group remaining is not less
than 0.05x below the debt service coverage ratio for all Mortgage Loans of such
Cross-Collateralized Group or Mortgaged Properties relating to such Mortgage
Loan secured by a portfolio of Mortgaged Properties (including the affected
Mortgage Loan) or Mortgage Loan (including the affected Mortgaged Property) set
forth in the Prospectus Supplement, (iii) the loan-to-value ratio for all of the
Mortgage Loans of such Cross-Collateralized Group remaining is not greater than
5% more than the loan-to-value ratio for all Mortgage Loans of such
Cross-Collateralized Group or Mortgaged Properties relating to such Mortgage
Loan secured by a portfolio of Mortgaged Properties (including the affected
Mortgage Loan) or Mortgage Loan (including the affected Mortgaged Property) set
forth in the Prospectus Supplement, and (iv) the Directing Holder (if one is
acting) has consented (which consent shall not be unreasonably withheld and
shall be deemed to have been given if no written objection is received by the
Seller within 10 Business Days of the Directing Holder's receipt of a written
request for such consent); and provided, further, that the Seller may, at its
option, purchase the entire Cross-Collateralized Group or Mortgage Loan in lieu
of terminating the cross-collateralization or a release of the affected
Mortgaged Properties from the cross-collateralization of the Mortgage Loan. In
the event that the cross-collateralization of any Cross-Collateralized Group is
terminated or any Mortgaged Property related to a Mortgage Loan secured by a
portfolio of Mortgaged Properties is released pursuant to this paragraph, the
Seller may elect either to repurchase only the affected Cross-Collateralized
Mortgage Loan or Mortgaged Properties as to which the Material Breach or
Material Document Defect exists or to repurchase the aggregate
Cross-Collateralized Mortgage Loans or Mortgaged Properties. All costs and
expenses incurred by the Purchaser or its designee pursuant to this paragraph
shall be included in the calculation of Purchase Price for the Mortgage Loan(s)
to be repurchased. If the cross-collateralization of any Cross-Collateralized
Group is not or cannot be terminated as contemplated by this paragraph, then,
for purposes of (i) determining whether any Breach or Document Defect, as the
case may be, is a Material Breach or Material Document Defect, and (ii) the
application of remedies, such Cross-Collateralized Group shall be treated as a
single Mortgage Loan.
It shall be a condition to any repurchase of a Mortgage Loan by the Seller
pursuant to Section 5(a) that (i) the Purchaser shall have executed and
delivered such instruments of endorsement, transfer or assignment then presented
to it by the Seller, in each case without recourse, as shall be necessary to
vest in the Seller the legal and beneficial ownership of such Mortgage Loan
(including any property acquired in respect thereof or proceeds of any insurance
policy with respect thereto), to the extent that such ownership interest was
transferred to the Purchaser hereunder; (ii) the Purchaser shall deliver to the
Seller all portions of the Mortgage File and other documents pertaining to such
Mortgage Loan; and (iii) the Purchaser shall release to the Seller any escrow
payments or reserve funds held by it, or on its behalf, in respect of such
Mortgage Loan. If any Mortgage Loan is to be repurchased as contemplated by
Section 5(a), the Seller shall amend the Mortgage Loan Schedule to reflect the
removal of such Mortgage Loan and shall forward such amended schedule to the
Purchaser.
(c) The Seller hereby acknowledges and agrees that any modification of the
Mortgage Loan pursuant to a workout, foreclosure, sale or other liquidation
pursuant to, and in accordance with, the Pooling and Servicing Agreement shall
not constitute a defense to any repurchase claim disputed by the Seller nor
shall such modification change the Purchase Price due from the Seller for any
repurchase claim. In the event of any such modification, the Seller hereby
agrees to repurchase the Mortgage Loan as modified, if the Seller is required to
or elects to repurchase such Mortgage Loan in accordance with the terms of this
Section 5. Any sale of the related Mortgage Loan, or foreclosure upon such
Mortgage Loan and sale of the successor REO Property, shall be without (i)
recourse of any kind (either expressed or implied) by such Person against the
Seller and (ii) representation or warranty of any kind (either expressed or
implied) by the Seller to or for the benefit of such Person.
(d) The fact that a Material Document Defect or Material Breach is not
discovered until after foreclosure (but in all instances prior to the sale of
the successor REO Property or Mortgage Loan) shall not prejudice any claim
against the Seller for repurchase of the REO Mortgage Loan or successor REO
Property, which claim shall be made in accordance with this Section 5. If a
court of competent jurisdiction issues a final order that the Seller is or was
obligated to repurchase the related Mortgage Loan or the successor REO Loan or
the Seller otherwise accepts liability, then, after the expiration of any
applicable appeal period, but in no event later than the termination of the
Trust pursuant to Section 9.01 of the Pooling and Servicing Agreement, the
Seller will be obligated to pay to the Trust the difference between (i) any
Liquidation Proceeds received upon such liquidation net of Liquidation Expenses
and (ii) the Purchase Price; provided that the prevailing party in such action
shall be entitled to recover from the other party all costs, fees and expenses
(including reasonable attorneys fees) related thereto.
(e) [Reserved].
(f) It is understood and agreed that the obligations of the Seller set
forth in Section 5(a) to cure any Material Breach or Material Document Defect or
to repurchase such Mortgage Loan constitute the sole remedies available to the
Purchaser with respect to any Breach or Document Defect.
(g) Notwithstanding the foregoing, if there exists a Breach of that
portion of the representation or warranty on the part of the Seller set forth
in, or made pursuant to, paragraph 23 or paragraph 43 of Exhibit B to this
Agreement, specifically relating to whether or not the Mortgage Loan documents
or any particular Mortgage Loan document for any Mortgage Loan requires the
related Mortgagor to bear the Rating Agency fees reflected in paragraph 23 or
reasonable costs and expenses associated with a defeasance, as set forth in
paragraph 43 (any such fees, costs or expenses, referred to herein as "Covered
Costs"), then the Purchaser or its designee will direct the Seller in writing to
wire transfer to the Custodial Account, within 90 days of receipt of such
direction, the amount of any such reasonable costs and expenses incurred by the
Trust that (i) otherwise would have been required to be paid by the Mortgagor if
such representation or warranty with respect to such costs and expenses had in
fact been true, as set forth in the related representation or warranty, (ii)
have not been paid by the Mortgagor, (iii) are the basis of such Breach and (iv)
constitute "Covered Costs." Upon payment of such costs, the Seller shall be
deemed to have cured such Breach in all respects. Provided that such payment is
made, this paragraph describes the sole remedy available to the Purchaser
regarding any such Breach, regardless of whether it constitutes a Material
Breach, and the Seller shall not be obligated to otherwise cure such Breach or
repurchase the affected Mortgage Loan under any circumstances.
(h) If during the period of time that the Underwriters are required, under
applicable law, to deliver a prospectus related to the Public Certificates in
connection with sales of the Public Certificates by an Underwriter or a dealer
and the Seller has obtained actual knowledge of undisclosed or corrected
information related to an event that occurred prior to the Closing Date, which
event causes the Mortgage Loan Seller Information previously provided to be
incorrect or untrue, and which directly results in a material misstatement or
omission in the Prospectus Supplement, including Annex A, Annex B or Annex C
thereto and the CD ROM and the Diskette included therewith (collectively, the
"Public Offering Documents"), and as a result the Underwriters' legal counsel
has determined that it is necessary to amend or supplement the Public Offering
Documents in order to make the statements therein, in the light of the
circumstances when the Prospectus is delivered to a purchaser, not misleading,
or to make the Public Offering Documents in compliance with applicable law, the
Seller shall (to the extent that such amendment or supplement solely relates to
the Mortgage Loan Seller Information at the expense of the Seller, do all things
reasonably necessary to assist the Depositor to prepare and furnish to the
Underwriters, such amendments or supplements to the Public Offering Documents as
may be necessary so that the statements in the Public Offering Documents, as so
amended or supplemented, will not, in the light of the circumstances when the
Prospectus is delivered to a purchaser, be misleading and will comply with
applicable law. All capitalized terms used in this paragraph (h) and not
otherwise defined in this Agreement shall have the meanings set forth in the
Indemnification Agreement.
(i) For so long as the Trust Fund is subject to the reporting requirements
of the Exchange Act, the Seller shall provide the Purchaser (or with respect to
any Serviced Companion Loan that is deposited into another securitization, the
depositor of such securitization) and the Trustee with any Additional Form 10-D
Disclosure and any Additional Form 10-K Disclosure set forth next the
Purchaser's name on Exhibit P and Exhibit Q of the Pooling and Servicing
Agreement within the time periods set forth in the Pooling and Servicing
Agreement.
SECTION 6. Closing. The closing of the sale of the Mortgage Loans (the
"Closing") shall be held at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP,
Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York
City time, on the Closing Date.
The Closing shall be subject to each of the following conditions:
(a) All of the representations and warranties of the Seller set forth in
or made pursuant to Sections 3(a) and 3(b) of this Agreement, and all of the
representations and warranties of the Purchaser set forth in Section 4 of this
Agreement, shall be true and correct in all material respects as of the Closing
Date;
(b) Insofar as it affects the obligations of the Seller hereunder, the
Pooling and Servicing Agreement shall be in a form mutually acceptable to the
Purchaser and the Seller;
(c) All documents specified in Section 7 of this Agreement (the "Closing
Documents"), in such forms as are reasonably acceptable to the Purchaser, shall
be duly executed and delivered by all signatories as required pursuant to the
respective terms thereof;
(d) The Seller shall have delivered and released to the Trustee (or a
Custodian on its behalf), the Master Servicer and the Special Servicer all
documents and funds required to be delivered to the Trustee, the Master Servicer
and the Special Servicer, respectively, pursuant to Section 2 of this Agreement;
(e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with in all
material respects, and the Seller shall have the ability to comply with all
terms and conditions and perform all duties and obligations required to be
complied with or performed after the Closing Date;
(f) The Seller shall have paid all fees and expenses payable by it to the
Purchaser or otherwise pursuant to this Agreement; and
(g) Neither the Underwriting Agreement nor the Certificate Purchase
Agreement shall have been terminated in accordance with its terms.
Both parties agree to use their best efforts to perform their respective
obligations hereunder in a manner that will enable the Purchaser to purchase the
Mortgage Loans on the Closing Date.
SECTION 7. Closing Documents. The Closing Documents shall consist of the
following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties
thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate of the Seller, executed by a duly authorized officer of
the Seller and dated the Closing Date, and upon which the Purchaser, the
Underwriters and the Initial Purchasers may rely, to the effect that the Seller
has, in all material respects, complied with all the agreements and satisfied
all the conditions on its part that are required under this Agreement to be
performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of the Seller, dated the
Closing Date, and upon which the Purchaser, the Underwriters and the Initial
Purchasers may rely, to the effect that each individual who, as an officer or
representative of the Seller, signed this Agreement, the Indemnification
Agreement or any other document or certificate delivered on or before the
Closing Date in connection with the transactions contemplated herein or in the
Indemnification Agreement, was at the respective times of such signing and
delivery, and is as of the Closing Date, duly elected or appointed, qualified
and acting as such officer or representative, and the signatures of such persons
appearing on such documents or certificates are their genuine signatures, or
such other statement relating to incumbency that is acceptable to the Purchaser,
the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of
(i) the organizational documents of the Seller, and (ii) a certificate of good
standing of the Seller issued by the Secretary of State of the State of New York
as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary
exceptions and carveouts, dated the Closing Date and addressed to the Purchaser,
the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request,
the other parties to the Pooling and Servicing Agreement, together with such
other opinions of such counsel as may be required by the Rating Agencies in
connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject to
customary exceptions and carveouts, dated the Closing Date and addressed to the
Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and,
upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary exceptions and
carveouts, dated the Closing Date and addressed to the Underwriters, to the
effect that nothing has come to such counsel's attention that would lead such
counsel to believe that the Prospectus Supplement as of the date thereof or as
of the Closing Date contains, with respect to the Seller or the Mortgage Loans,
any untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements therein relating to the Seller or the
Mortgage Loans, in the light of the circumstances under which they were made,
not misleading; and
(j) Such further certificates, opinions and documents as the Purchaser may
reasonably request.
SECTION 8. Costs. The reasonable out-of-pocket costs and expenses incurred
by the Seller, each other mortgage loan seller, the Purchaser, the Underwriters
and the Initial Purchasers in connection with the securitization of the Mortgage
Loans and the other transactions contemplated by this Agreement, the
Underwriting Agreement and the Certificate Purchase Agreement shall be payable
as set forth in a separate writing among such parties on the Closing Date.
SECTION 9. Grant of a Security Interest. The parties hereto agree that it
is their express intent that the conveyance of the Mortgage Loans by the Seller
to the Purchaser as provided in Section 2 hereof be, and be construed as, a sale
of the Mortgage Loans by the Seller to the Purchaser and not as a pledge of the
Mortgage Loans by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, if, notwithstanding the aforementioned intent
of the parties, the Mortgage Loans are held to be property of the Seller, then
it is the express intent of the parties that: (i) such conveyance shall be
deemed to be a pledge of the Mortgage Loans by the Seller to the Purchaser to
secure a debt or other obligation of the Seller; (ii) this Agreement shall be
deemed to be a security agreement within the meaning of Articles 8 and 9 of the
applicable Uniform Commercial Code; (iii) the conveyance provided for in Section
2 hereof shall be deemed to be a grant by the Seller to the Purchaser of a
security interest in all of the Seller's right, title and interest in and to the
Mortgage Loans, and all amounts payable to the holder of the Mortgage Loans in
accordance with the terms thereof, and all proceeds of the conversion, voluntary
or involuntary, of the foregoing into cash, instruments, securities or other
property; (iv) the assignment to the Trustee of the interest of the Purchaser in
and to the Mortgage Loans shall be deemed to be an assignment of any security
interest created hereunder; (v) the possession by the Trustee or any of its
agents, including, without limitation, the Custodian, of the Mortgage Notes for
the Mortgage Loans, and such other items of property as constitute instruments,
money, negotiable documents or chattel paper shall be deemed to be "possession
by the secured party" for purposes of perfecting the security interest pursuant
to Section 9-313 of the applicable Uniform Commercial Code; and (vi)
notifications to persons (other than the Trustee) holding such property, and
acknowledgments, receipts or confirmations from such persons holding such
property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as applicable)
of the secured party for the purpose of perfecting such security interest under
applicable law. The Seller and the Purchaser shall, to the extent consistent
with this Agreement, take such actions as may be necessary to ensure that, if
this Agreement were deemed to create a security interest in the Mortgage Loans,
such security interest would be deemed to be a perfected security interest of
first priority under applicable law and will be maintained as such throughout
the term of this Agreement and the Pooling and Servicing Agreement.
SECTION 10. Notices. All notices, copies, requests, consents, demands and
other communications required hereunder shall be in writing and telecopied or
delivered to the intended recipient at the "Address for Notices" specified
beneath its name on the signature pages hereof or, as to either party, at such
other address as shall be designated by such party in a notice hereunder to the
other party. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when transmitted by
telecopier or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid.
SECTION 11. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser (and by the Purchaser to the Trustee) until the
termination of the Pooling and Servicing Agreement pursuant to the terms
thereof.
SECTION 12. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any particular jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.
SECTION 13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but which together shall
constitute one and the same agreement.
SECTION 14. GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT WILL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
APPLICABLE TO AGREEMENTS NEGOTIATED, MADE AND TO BE PERFORMED ENTIRELY IN SAID
STATE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE SELLER AND THE
PURCHASER EACH HEREBY IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY NEW
YORK STATE AND FEDERAL COURTS SITTING IN NEW YORK CITY WITH RESPECT TO MATTERS
ARISING OUT OF OR RELATING TO THIS AGREEMENT; (II) AGREES THAT ALL CLAIMS WITH
RESPECT TO SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW
YORK STATE OR FEDERAL COURTS; (III) WAIVES, TO THE FULLEST POSSIBLE EXTENT, THE
DEFENSE OF AN INCONVENIENT FORUM; AND (IV) AGREES THAT A FINAL JUDGMENT IN ANY
SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
SECTION 15. Further Assurances. The Seller and the Purchaser agree to
execute and deliver such instruments and take such further actions as the other
party may, from time to time, reasonably request in order to effectuate the
purposes and to carry out the terms of this Agreement.
SECTION 16. Successors and Assigns. The rights and obligations of the
Seller under this Agreement shall not be assigned by the Seller without the
prior written consent of the Purchaser, except that any person into which the
Seller may be merged or consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Seller is a party, or any
person succeeding to all or substantially all of the business of the Seller,
shall be the successor to the Seller hereunder. The Purchaser has the right to
assign its interest under this Agreement, in whole or in part, as may be
required to effect the purposes of the Pooling and Servicing Agreement, and the
assignee shall, to the extent of such assignment, succeed to the rights and
obligations hereunder of the Purchaser. Subject to the foregoing, this Agreement
shall bind and inure to the benefit of and be enforceable by the Seller, the
Purchaser, and their respective successors and permitted assigns.
SECTION 17. Amendments. No term or provision of this Agreement may be
waived or modified unless such waiver or modification is in writing and signed
by a duly authorized officer of the party against whom such waiver or
modification is sought to be enforced. The Seller's obligations hereunder shall
in no way be expanded, changed or otherwise affected by any amendment of or
modification to the Pooling and Servicing Agreement, unless the Seller has
consented to such amendment or modification in writing.
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names
to be signed hereto by their respective duly authorized officers as of the date
first above written.
SELLER
XXXXXXX XXXXX MORTGAGE COMPANY
By: XXXXXXX SACHS REAL ESTATE FUNDING
CORP., its General Partner
By: /s/ Xxxx Xxxxx
-----------------
Name: Xxxx Xxxxx
Title: Vice President
Address for Notices:
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxx Xxxxxxxx
Facsimile No.: (000) 000-0000
and
Attention: Xxxxx Xxxxxxxx, 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
---------------------- ------------------- ------------
1 00-1001230 00-1001230
2 00-1001227 00-1001227
3 00-1001225 00-1001225
4 00-1001238 00-1001238
4.01 00-1001238 00-1001238
4.02 00-1001238 00-1001238
4.03 00-1001238 00-1001238
4.04 00-1001238 00-1001238
4.05 00-1001238 00-1001238
4.06 00-1001238 00-1001238
4.07 00-1001238 00-1001238
4.08 00-1001238 00-1001238
4.09 00-1001238 00-1001238
4.10 00-1001238 00-1001238
4.11 00-1001238 00-1001238
4.12 00-1001238 00-1001238
4.13 00-1001238 00-1001238
4.14 00-1001238 00-1001238
4.15 00-1001238 00-1001238
4.16 00-1001238 00-1001238
6 8WNAN7 8WNAN7
6.01 8WNAN7-1 8WNAN7-1
6.02 8WNAN7-2 8WNAN7-2
6.03 8WNAN7-3 8WNAN7-3
6.04 8WNAN7-4 8WNAN7-4
6.05 8WNAN7-5 8WNAN7-5
6.06 8WNAN7-6 8WNAN7-6
6.07 8WNAN7-7 8WNAN7-7
6.08 8WNAN7-8 8WNAN7-8
6.09 8WNAN7-9 8WNAN7-9
6.10 8WNAN7-10 8WNAN7-10
6.11 8WNAN7-11 8WNAN7-11
6.12 8WNAN7-12 8WNAN7-12
6.13 8WNAN7-13 8WNAN7-13
6.14 8WNAN7-14 8WNAN7-14
6.15 8WNAN7-15 8WNAN7-15
6.16 8WNAN7-16 8WNAN7-16
6.17 8WNAN7-17 8WNAN7-17
6.18 8WNAN7-18 8WNAN7-18
6.19 8WNAN7-19 8WNAN7-19
6.20 8WNAN7-20 8WNAN7-20
6.21 8WNAN7-21 8WNAN7-21
6.22 8WNAN7-22 8WNAN7-22
6.23 8WNAN7-23 8WNAN7-23
6.24 8WNAN7-24 8WNAN7-24
6.25 8WNAN7-25 8WNAN7-25
6.26 8WNAN7-26 8WNAN7-26
6.27 8WNAN7-27 8WNAN7-27
6.28 8WNAN7-28 8WNAN7-28
6.29 8WNAN7-29 8WNAN7-29
6.30 8WNAN7-30 8WNAN7-30
6.31 8WNAN7-31 8WNAN7-31
6.32 8WNAN7-32 8WNAN7-32
6.33 8WNAN7-33 8WNAN7-33
6.34 8WNAN7-34 8WNAN7-34
6.35 8WNAN7-35 8WNAN7-35
6.36 8WNAN7-36 8WNAN7-36
6.37 8WNAN7-37 8WNAN7-37
6.38 8WNAN7-38 8WNAN7-38
7 00-1001229 00-1001229
9 09-0002723 09-0002723
10 09-0002749 09-0002749
10.01 00-0000000-0 00-0000000-0
10.02 00-0000000-0 00-0000000-0
10.03 00-0000000-0 00-0000000-0
12 09-0002715 09-0002715
15 09-0002675 09-0002675
18 09-0002712 09-0002712
20 09-0002696 09-0002696
21 09-0002651 09-0002651
24 09-0002667 09-0002667
25 09-0002718 09-0002718
26 09-0002653 09-0002653
30 09-0002688 09-0002688
31 09-0002691 09-0002691
32 09-0002671 09-0002671
33 09-0002679 09-0002679
34 09-0002622 09-0002622
35 09-0002617 09-0002617
37 09-0002700 09-0002700
38 09-0002669 09-0002669
40 09-0002722 09-0002722
42 09-0002724 09-0002724
44 09-0002573 09-0002573
45 09-0002572 09-0002572
46 09-0002423 09-0002423
49 09-0002729 09-0002729
51 09-0002714 09-0002714
52 09-0002716 09-0002716
53 09-0002744 09-0002744
54 09-0002731 09-0002731
55 09-0002720 09-0002720
60 09-0002697 09-0002697
64 09-0002685 09-0002685
65 09-0002721 09-0002721
66 09-0002738 09-0002738
68 09-0002673 09-0002673
70 09-0002668 09-0002668
71 09-0002692 09-0002692
72 09-0002672 09-0002672
74 09-0002676 09-0002676
77 09-0002740 09-0002740
79 09-0002735 09-0002735
80 09-0002650 09-0002650
81 09-0002687 09-0002687
82 09-0002743 09-0002743
84 09-0002695 09-0002695
86 09-0002713 09-0002713
87 09-0002590 09-0002590
89 09-0002620 09-0002620
91 09-0002654 09-0002654
92 09-0002666 09-0002666
93 09-0002682 09-0002682
94 09-0002706 09-0002706
95 09-0002658 09-0002658
98 09-0002662 09-0002662
100 09-0002593 09-0002593
102 09-0002659 09-0002659
103 09-0002717 09-0002717
104 09-0002665 09-0002665
105 09-0002742 09-0002742
106 09-0002686 09-0002686
107 09-0002728 09-0002728
108 09-0002674 09-0002674
109 09-0002694 09-0002694
110 09-0002664 09-0002664
111 09-0002640 09-0002640
112 09-0002726 09-0002726
113 09-0002683 09-0002683
114 09-0002739 09-0002739
115 09-0002644 09-0002644
116 09-0002597 09-0002597
117 09-0002719 09-0002719
120 09-0002727 09-0002727
121 09-0002701 09-0002701
SPLIT LOANS
-----------
1 00-1001230 00-1001230
2 00-1001227 00-1001227
4 00-1001238 00-1001238
6 8WNAN7 8WNAN7
GCCFC 07-GG11 Loan ID Loan Name Property Name
---------------------- ---------------------------------------- ----------------------------------------
1 Xxx Xxxxxxx Xxxxx Xxx Xxxxxxx Xxxxx
2 Scottsdale Fashion Square Scottsdale Fashion Square
3 000 Xxxxx Xxxxxx 000 Xxxxx Xxxxxx
4 Xxxx Terminal Xxxx Terminal
4.01 Xxxxxxxx 0 Xxxxxxxx 0
0.00 Xxxxxxxx 0 Xxxxxxxx 2
4.03 Xxxxxxxx 0 Xxxxxxxx 0
0.00 Xxxxxxxx 0 Xxxxxxxx 4
4.05 Building 5 Building 5
4.06 Xxxxxxxx 0 Xxxxxxxx 0
0.00 Xxxxxxxx 0 Xxxxxxxx 7
4.08 Building 8 Building 8
4.09 Xxxxxxxx 0 Xxxxxxxx 0
0.00 Xxxxxxxx 00 Xxxxxxxx 10
4.11 Xxxxxxxx 00 Xxxxxxxx 00
4.12 Xxxxxxxx 00 Xxxxxxxx 00
0.00 Xxxxxxxx 00 Xxxxxxxx 22
4.14 Xxxxxxxx 00 Xxxxxxxx 00
0.00 Xxxxxxxx 00 Xxxxxxxx 24
4.16 Xxxxxxxx 00 Xxxxxxxx 00
6 USFS Industrial Distribution Portfolio USFS Industrial Distribution Portfolio
6.01 00000 Xxxxxxx Xxxxxx 00000 Xxxxxxx Xxxxxx
6.02 000 Xxxxx Xxxx Xxxx 000 Xxxxx Xxxx Xxxx
6.03 0000 Xxxx Xxxxx Xxxxxx 0000 Xxxx Xxxxx Xxxxxx
6.04 0000 Xxxx Xxxxxxxx Xxxxxx 0000 Xxxx Xxxxxxxx Xxxxxx
6.05 0000 Xxxxxxxxxxx Xxxx 0000 Xxxxxxxxxxx Xxxx
6.06 000 Xxxxxxxx Xxxxx 000 Xxxxxxxx Xxxxx
6.07 0000 Xxxx Xxxxxxx Xxxx 0000 Xxxx Xxxxxxx Xxxx
6.08 0000 Xxxxxxxxx Xxxx 0000 Xxxxxxxxx Xxxx
6.09 10211 North X-00 Xxxxxxx Xxxx 00000 Xxxxx X-00 Service Road
6.10 0000 XX 0xx Xxxxxx 0000 XX 0xx Xxxxxx
6.11 11994 Xxxxxxxxxx Xxxx 00000 Xxxxxxxxxx Xxxx
6.12 1500 NC Xxx 00 0000 XX Xxx 39
6.13 28001 Xxxxxx Xxxx 00000 Xxxxxx Xxxx
6.14 00000 Xxxx Xxxxxxxx Xxxxxx 00000 Xxxx Xxxxxxxx Xxxxxx
6.15 00000 Xxxxxxxxxx Xxxx 00000 Xxxxxxxxxx Xxxx
6.16 0000 X XX Xxx 0 0000 X XX Xxx 1
6.17 000 Xxxxxxxxx Xxxxxx X.X. Xxx 000 000 Xxxxxxxxx Xxxxxx X.X. Xxx 000
6.18 0000 00xx Xxxxxx Xxxxx 0000 00xx Xxxxxx Xxxxx
6.19 W137 X0000 Xxxxxxx 000 X000 X0000 Xxxxxxx 145
6.20 000 Xxxxx Xxxxxx Xxxx & 0000 Xxxxxx Xxxx 000 Xxxxx Xxxxxx Xxxx & 0000 Xxxxxx Xxxx
6.21 000 Xxxxxxx Xxxxx 000 Xxxxxxx Xxxxx
6.22 00 Xxxx Xxxxx Xxxxxxxxx 00 Xxxx Xxxxx Xxxxxxxxx
6.23 000 Xxxxxx Xxxx 000 Xxxxxx Xxxx
6.24 0000 Xxxxxxx Xxxx 0000 Xxxxxxx Xxxx
6.25 00000 Xxxxx 00xx Xxxxx 00000 Xxxxx 00xx Xxxxx
6.26 1 Quality Lane 1 Quality Lane
6.27 0000 Xxxxx Xxxxxxx 0000 Xxxxx Xxxxxxx
6.28 0000 Xxxxxxxxx Xxxxx 0000 Xxxxxxxxx Xxxxx
6.29 0000/0000 Xxxxx 00xx Xxxxxx 0000/0000 Xxxxx 00xx Xxxxxx
6.30 1044/1045 Garden Xxxxxx 0000/0000 Xxxxxx Xxxxxx
6.31 0000 00xx Xxxxxx Xxxxx 0000 00xx Xxxxxx Xxxxx
6.32 0000 Xxxxxx Xxxx North 0000 Xxxxxx Xxxx North
6.33 000 Xxxxxxxxxxx Xxxxxxx West 000 Xxxxxxxxxxx Xxxxxxx West
6.34 6315 Xxxx X Xxxxxxxx Drive 6315 Xxxx X Xxxxxxxx Drive
6.35 0000 Xxxxxxxx Xxxxxx 0000 Xxxxxxxx Xxxxxx
6.36 000-000 Xxxxx Xxxxxxxxx Xxxxxx 000-000 Xxxxx Xxxxxxxxx Xxxxxx
6.37 0000 Xxxxxxxx Xxxxxx 0000 Xxxxxxxx Xxxxxx
6.38 000 Xxxx Xxxxx 000 Xxxx Xxxxx
7 000 Xxxxxxx Xxxxxx 000 Xxxxxxx Xxxxxx
9 Alcoa Building Alcoa Building
10 Research Park Portfolio Research Park Portfolio
10.01 Research Commons Research Commons
10.02 University Tech Center University Tech Center
10.03 Technology Point I & II Technology Point I & II
00 Xxxxxxxxxxx Xxxxxxxxxxx Xxxxxxx Xxxxxxxxxxx Xxxxxxxxxxx Village
00 Xxxx Xxxx Xxxxxx Xxxx Xxxx Center
18 Thousand Oaks Village Thousand Oaks Village
20 Birchwood at Boulder Birchwood at Boulder
21 Conifer Town Center Conifer Town Center
00 Xxxx Xxxxx Xxxxxxxxxx Xxxx Xxxxx Apartments
00 Xxxxxxxx Xxxx Xxxxxxxx Xxxx
00 Xxxxxx Xxxxxx Shopping Center Vienna Square Shopping Center
30 Apartments at Quail Point Apartments at Quail Point
31 Ford Motor Credit Ford Motor Credit
32 OPUS Black Canyon Center OPUS Black Canyon Center
33 Santa Xxxxxxx Corporate Center Santa Xxxxxxx Corporate Center
34 Acme Commons Acme Commons
35 Abilene Marketplace Abilene Marketplace
00 Xxxxxxxxxx Xxxx Xxxxxx Xxxxxxxxxx Xxxx Square
38 Southfield Center Southfield Center
40 Maricopa Business Center Maricopa Business Center
00 Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx
44 Forum at Soncy Forum at Soncy
45 Alexan Retail Center Alexan Retail Center
46 Peachtree Place North Apartments Peachtree Place North Apartments
49 Laguna Seca Retail Center Laguna Seca Retail Center
51 Peachtree Village Peachtree Village
52 Birchview Management Birchview Management
53 Hotel Grand Hotel Grand
54 Presidio Office Presidio Xxxxxx
00 Xxxx Xxxxxx xx Xxxxxxx Xxxx Xxxx Xxxxxx at Florham Park
60 FedEx Building FedEx Building
64 Riverwalk Village Center Xxxxxxxxx Xxxxxxx Xxxxxx
00 Xxxxx Xxxxx I Desco Plaza I
66 University Corporate Square University Corporate Square
68 Key Curriculum Building Key Curriculum Building
70 Southport Apartments Southport Apartments
00 Xxxxx Xxxxxx Xxxxxxxx Xxxxxx Xxxxx Xxxxxx Commerce Center
72 000 Xxxxx Xxxxxx 000 Xxxxx Xxxxxx
74 Westpark Office Building Westpark Office Building
77 Best Buy & Delphax Technologies Best Buy & Delphax Technologies
00 Xxxxxxxxx Xxxxx Xxxxxxxxx Xxxxx
00 Xxxxxx Xxxxx Xxxxxx Xxxxx
81 Seacrest Apartments Seacrest Apartments
00 Xxxxxxx 0 at Westpark Shopping Center Highway 6 at Westpark Shopping Center
84 Xxxxxxx Office Plaza Xxxxxxx Office Plaza
86 Stirling Manor Stirling Manor
87 The Center at Evergreen The Center at Evergreen
00 Xxxxxxx Xxxxxxxxx Xxxxxxx Crossings
00 Xxxx Xxxx Xxxxxx Xxxx Xxxx Xxxxxx
92 CPS Office Building CPS Office Xxxxxxxx
00 Xxxxxxxxxxx Xxxxx Shopping Center Centreville Plaza Shopping Center
94 Tollhouse Shopping Center Tollhouse Shopping Center
95 Xxxxxx Hills Shopping Center Xxxxxx Hills Shopping Center
98 Xxxxxxx Brothers/Freebirds Xxxxxxx Brothers/Freebirds
000 Xxxxxxxx Xxxxxxx & 27th Avenue Office Carefree Highway & 27th Avenue Office
102 Columbus Crossing Shops Columbus Crossing Shops
000 Xxxxxxxxx Xxxxxxx Xxxxxxxxx Xxxxxxx
000 Xxxxx Xxxxxx Xxxxx Xxxxxx
105 Jubilee Pointe Shopping Center Jubilee Pointe Shopping Center
106 XXXXX XX XXXXX XX
107 X.X. Xxxxxxx'x Building X.X. Xxxxxxx'x Building
108 Alamance Square Shopping Center Alamance Square Shopping Center
109 Fry's Superstition Springs Shopping Fry's Superstition Springs Shopping
110 Broadmoor Towne Center Broadmoor Towne Center
111 Grand Oaks 2 Grand Oaks 2
112 Portland Corporate Center Portland Corporate Center
000 Xxxxxxxxx Xxxxx Xxxxxxxxx Xxxxx
114 Xxxxxxx at Scottsdale Xxxxxxx at Scottsdale
000 Xxxxxxxxx Xxxxxx Xxxxxxxxx Xxxxxx
000 Xxxx Xxxxxxxx Xxxx Ventures
000 Xxxxxxxx Xxxxx Xxxxxxxx Manor
120 Walgreens - Columbus Walgreens - Columbus
121 Burnsville Service Center Burnsville Service Center
SPLIT LOANS
-----------
1 Xxx Xxxxxxx Xxxxx Xxx Xxxxxxx Xxxxx
2 Scottsdale Fashion Square Scottsdale Fashion Square
4 Xxxx Terminal Xxxx Terminal
6 USFS Industrial Distribution Portfolio USFS Industrial Distribution Portfolio
GCCFC 07-GG11 Loan ID General Property Type Detailed Property Type
---------------------- --------------------- --------------------------------
1 Office General Urban
2 Retail Regional Mall
3 Land Ground Lease
4
4.01 Industrial Industrial / Warehouse w/ Office
4.02 Industrial Industrial / Warehouse w/ Office
4.03 Industrial Industrial / Warehouse w/ Office
4.04 Industrial Industrial / Warehouse w/ Office
4.05 Industrial Industrial / Warehouse w/ Office
4.06 Industrial Industrial / Warehouse w/ Office
4.07 Industrial Industrial / Warehouse w/ Office
4.08 Industrial Industrial / Warehouse w/ Office
4.09 Industrial Industrial / Warehouse w/ Office
4.10 Industrial Industrial / Warehouse w/ Office
4.11 Industrial Industrial / Warehouse w/ Office
4.12 Industrial Industrial / Warehouse w/ Office
4.13 Industrial Industrial / Warehouse w/ Office
4.14 Industrial Industrial / Warehouse w/ Office
4.15 Industrial Industrial / Warehouse w/ Office
4.16 Industrial Industrial / Warehouse w/ Office
6
6.01 Industrial Warehouse/Distribution
6.02 Industrial Warehouse/Distribution
6.03 Industrial Warehouse/Distribution
6.04 Industrial Warehouse/Distribution
6.05 Industrial Warehouse/Distribution
6.06 Industrial Warehouse/Distribution
6.07 Industrial Warehouse/Distribution
6.08 Industrial Warehouse/Distribution
6.09 Industrial Warehouse/Distribution
6.10 Industrial Warehouse/Distribution
6.11 Industrial Warehouse/Distribution
6.12 Industrial Warehouse/Distribution
6.13 Industrial Warehouse/Distribution
6.14 Industrial Warehouse/Distribution
6.15 Industrial Warehouse/Distribution
6.16 Industrial Warehouse/Distribution
6.17 Industrial Warehouse/Distribution
6.18 Industrial Warehouse/Distribution
6.19 Industrial Warehouse/Distribution
6.20 Industrial Warehouse/Distribution
6.21 Industrial Warehouse/Distribution
6.22 Industrial Warehouse/Distribution
6.23 Industrial Warehouse/Distribution
6.24 Industrial Warehouse/Distribution
6.25 Office Suburban
6.26 Industrial Warehouse/Distribution
6.27 Industrial Warehouse/Distribution
6.28 Industrial Warehouse/Distribution
6.29 Industrial Warehouse/Distribution
6.30 Industrial Warehouse/Distribution
6.31 Industrial Warehouse/Distribution
6.32 Industrial Warehouse/Distribution
6.33 Industrial Warehouse/Distribution
6.34 Industrial Warehouse/Distribution
6.35 Industrial Warehouse/Distribution
6.36 Industrial Warehouse/Distribution
6.37 Industrial Warehouse/Distribution
6.38 Industrial Warehouse/Distribution
7 Land Ground Lease
9 Office General Suburban
10
10.01 Office General Suburban
10.02 Office General Suburban
10.03 Office General Suburban
12 Multifamily Garden
15 Office General Urban
18 Multifamily Garden
20 Multifamily Garden
21 Retail Anchored
24 Multifamily Garden
25 Multifamily Garden
26 Retail Anchored
30 Multifamily Conventional
31 Office General Suburban
32 Office General Suburban
33 Office General Suburban
34 Retail Anchored
35 Retail Shadow Anchored
37 Retail Anchored
38 Office General Suburban
40 Industrial Industrial
42 Retail Anchored
44 Retail Shadow Anchored
45 Retail Anchored
46 Multifamily Garden
49 Retail Anchored
51 Multifamily Garden
52 Multifamily Garden
53 Hospitality Limited Service
54 Office General Urban
55 Multifamily Garden
60 Industrial Warehouse
64 Office General Suburban
65 Office General Suburban
66 Office General Suburban
68 Industrial Industrial / Warehouse w/ Office
70 Multifamily Garden
71 Office General Suburban
72 Office General Urban
74 Office General Suburban
77 Industrial Industrial / Warehouse w/ Office
79 Multifamily Garden
80 Retail Shadow Anchored
81 Multifamily Garden
82 Retail Shadow Anchored
84 Office General Suburban
86 Multifamily Garden
87 Office General Suburban
89 Retail Anchored
91 Retail Shadow Anchored
92 Office General Suburban
93 Retail Anchored
94 Retail Unanchored
95 Retail Anchored
98 Retail Shadow Anchored
100 Office General Suburban
102 Retail Shadow Anchored
103 Multifamily Garden
104 Retail Unanchored
105 Retail Unanchored
106 Industrial Warehouse
107 Retail Other
108 Retail Anchored
109 Retail Shadow Anchored
110 Retail Shadow Anchored
111 Retail Shadow Anchored
112 Office General Suburban
113 Retail Shadow Anchored
114 Office General Suburban
115 Retail Shadow Anchored
116 Retail Shadow Anchored
117 Multifamily Garden
120 Retail Single Tenant Retail
121 Industrial Industrial / Warehouse w/ Office
SPLIT LOANS
-----------
1
2
4
6
GCCFC 07-GG11 Loan ID Address City County
---------------------- ------------------------------------------------------- ------------------ --------------------
1 Xxx Xxxxxxx Xxxxx Xxx Xxxx Xxx Xxxx
2 7014-7590 East Camelback Road Scottsdale Maricopa
3 000 Xxxxx Xxxxxx Xxx Xxxx Xxx Xxxx
4
4.01 203, 233, 241, 000, 00xx Xxxxxx Xxxxxxxx Xxxxx
4.02 220, 000 00xx Xxxxxx Xxxxxxxx Xxxxx
4.03 219, 000, 00xx Xxxxxx and 000 Xxxxx Xxxxxx Xxxxxxxx Kings
4.04 34, 68, 00, 00xx Xxxxxx Xxxxxxxx Xxxxx
4.05 00-00 00xx Xxxxxx and 000-000 0xx Xxxxxx Xxxxxxxx Xxxxx
4.06 34, 68, 00 00xx Xxxxxx Xxxxxxxx Xxxxx
4.07 33, 67, 00 00xx Xxxxxx Xxxxxxxx Xxxxx
4.08 32, 68, 00 00xx Xxxxxx Xxxxxxxx Xxxxx
4.09 21, 55, 00 00xx Xxxxxx Xxxxxxxx Xxxxx
4.10 000 0xx Xxxxxx Xxxxxxxx Kings
4.11 148, 000 00xx Xxxxxx and 0000 0xx Xxxxxx Xxxxxxxx Kings
4.12 147, 000 00xx Xxxxxx xxx 0000 0xx Xxxxxx Xxxxxxxx Kings
4.13 00 00xx Xxxxxx Xxxxxxxx Xxxxx
4.14 00 00xx Xxxxxx Xxxxxxxx Xxxxx
4.15 00 00xx Xxxxxx Xxxxxxxx Xxxxx
4.16 0000 0xx Xxxxxx Xxxxxxxx Kings
6
6.01 00000 Xxxxxxx Xxxxxx Xx Xxxxxx Los Angeles
6.02 000 Xxxxx Xxxx Xxxx Xxxxxxxxx Xxxxxxxxx
6.03 0000 Xxxx Xxxxx Xxxxxx Xxxxx Hillsborough
6.04 0000 Xxxx Xxxxxxxx Xxxxxx Xxxxx Xxx Xxxxx Xxxxx
6.05 0000 Xxxxxxxxxxx Xxxx Xxxxxxxxx Xxxxxxxxxxx
6.06 000 Xxxxxxxx Xxxxx Livermore Alameda
6.07 0000 Xxxx Xxxxxxx Xxxx Xxxxxxx Maricopa
6.08 0000 Xxxxxxxxx Xxxx Xxxxxx Xxxx Arundel
6.09 00000 Xxxxx X-00 Xxxxxxx Xxxx Xxxxxxxx City Oklahoma
6.10 0000 XX 0xx Xxxxxx Xxxx Xxxxx Xxxx Xxxxx
6.11 00000 Xxxxxxxxxx Xxxx Manassas Prince Xxxxxxx
6.12 1500 NC Highway 39 Zebulon Wake
6.13 28001 Xxxxxx Road Wixom Oakland
6.14 00000 Xxxx Xxxxxxxx Xxxxxx Englewood Arapahoe
6.15 00000 Xxxxxxxxxx Xxxx Xxxxxxx Xxxxxxxx
6.16 0000 X XX Xxxxxxx 0 Xxxxxx Xxxxx Xxxxxxx
6.17 000 Xxxxxxxxx Xxxxxx X.X. Xxx 000 Yantic New London
6.18 0000 00xx Xxxxxx Xxxxx Xxxxxxxx Xxxxxxxx
6.19 X000 X0000 Xxxxxxx 000 Xxxxxxxxx Xxxxx Waukesha
6.20 000 Xxxxx Xxxxxx Xxxx & 0000 Xxxxxx Xxxx Xxxxxxx Dallas
6.21 000 Xxxxxxx Xxxxx Xxxxxxx Xxxxxx
6.22 00 Xxxx Xxxxx Xxxxxxxxx Xxxxx Salem
6.23 000 Xxxxxx Xxxx Xxxxxxx Xxxx Saratoga
6.24 0000 Xxxxxxx Xxxx Xxxxxxxxx Summit
6.25 00000 Xxxxx 00xx Xxxxx Xxxxxxx Maricopa
6.26 0 Xxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxx
6.27 0000 Xxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxxxxx
6.28 0000 Xxxxxxxxx Xxxxx Xxxxxxxxxx Xxxxxx
6.29 0000/0000 Xxxxx 00xx Xxxxxx Paducah XxXxxxxxx
6.30 1044 and 0000 Xxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxxxxx
6.31 0000 00xx Xxxxxx Xxxxx Xxxxx Xxxxx Grand Forks
6.32 0000 Xxxxxx Xxxx Xxxxx Xxxxxxxx Hennepin
6.33 000 Xxxxxxxxxxx Xxxxxxx Xxxx Xxxxxxxxxxx Erie
6.34 0000 Xxxx X Xxxxxxxx Xxxxx Xxxxx Xxxxxxx
6.35 0000 Xxxxxxxx Xxxxxx Bismarck Burleigh
6.36 000-000 Xxxxx Xxxxxxxxx Xxxxxx Xxxxxxx Xxxx
6.37 0000 Xxxxxxxx Xxxxxx Hurricane Xxxxxx
6.38 000 Xxxx Xxxxx Xxxxxx Pima
7 000 Xxxxxxx Xxxxxx Xxx Xxxx Xxx Xxxx
9 0000 Xxxx Xxxxx Xxxxxx Xxxxxxxx Henrico
10
10.01 00000 Xxxxxxx Xxxxx Xxxxxxx Xxxxxx
10.02 00000 Xxxxxxxx Xxxxxxx Orlando Orange
10.03 3045 & 0000 Xxxxxxxxxx Xxxxx Xxxxxxx Orange
12 0000 Xxxxx Xxxxx Xxxx Xxxxxxxxxxx Xxxxxxxx
15 000 Xxxx Xxxxxxxx Xxxxxx Xxxxxxx Orange
18 000 Xxxxxxxx Xxxx Xxxxx Xxxxxxxx Xxxxxxxxx Monmouth
20 000 Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxx Xxxxxxxxxxxx
00 00000, 27122, 27132, 27152, 27171 and 00000 Xxxx Xxxxxx Conifer Jefferson
24 0000 Xxxxx Xxxxx Xxxxxx Xxxx Xxxxx Tarrant
25 3101 Xxxxxxx Court Xxxxxxxx Xxxxxx
26 000-000 Xxxx Xxxxx Xxxxxx Xxxxxx Xxxxxxx
30 000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxx San Diego
31 2445 St. Rose Parkway Xxxxxxxxx Xxxxx
32 00000 Xxxxx 00xx Xxxxxx Xxxxxxx Maricopa
33 0000 Xxxxxxxxx Xxxxxx Goleta Santa Xxxxxxx
00 Xxxxx 000 & Rising Sun Road Bordentown Burlington
35 0000-0000 Xxxxx Xxxxxxx Xxxxxx Aurora Arapahoe
37 18320-18348 East Xxxxxx Road Middleburg Heights Cuyahoga
38 0 Xxxxxxxxx Xxxx Xxxxx Xxxxxxxxxx Xxxxxxxxx
40 0000-0000 Xxxx Xxxxxxxx Xxxx Xxxxxxx Maricopa
42 000 Xxxx Xxxxxx Xxxx Xxxxxxxxxxxxxx Xxxxxx
44 0000 Xxxxx Xxxxx Xxxx Amarillo Potter
45 4209 Xxxxxxxx Mill Road Raleigh Wake
46 4600 Peachtree Place Parkway Doraville DeKalb
49 3020, 3050 and 0000 Xxxx Xxxxxx Xxxxxx Las Cruces Xxxx Xxx
51 000 Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxx
52 000 Xxxxxxxxx Xxxxx Xxxxxxxxxx Middlesex
53 865 West El Camino Real Sunnyvale Santa Xxxxx
54 00 Xxxxx Xxxxxx Xxx Xxxxxxxxx San Francisco
55 804 Xxxx Place Florham Park Morris
60 0000 Xxxxxxxx Xxxxxx Xxxxx Xxx Xxxxxxx Xxxxxxx
64 655 Martinsville Road Basking Ridge Somerset
65 0000 Xxxxx Xxxxxx Xxxxxxxxx Xxxxxxxxx Contra Costa
66 0000-0000 Xxxx Xxxxxxxxxx Xxxxx Tempe Maricopa
68 0000 00xx Xxxxxx Xxxxxxxxxx Alemada
70 0000 Xxxxx 000xx Xxxx Xxxxxx Xxxxx Xxxxx
71 0 Xxxxxx Xxx Xxxxxxxxx Xxxxx
72 000 Xxxxx Xxxxxx Xxx Xxxxxxxxx San Francisco
74 0000 Xxxxxxxx Xxxxx Xxxxxxxxxxx Xxxxx
77 6100 & 0000 Xxxx 000xx Xxxxxx Xxxxxxxxxxx Hennepin
79 000 Xxxx Xxx Xxxxx Xxxxx Xxxxxxxx
80 1523 West Main Street El Centro Imperial
81 117 Rosebay Drive Encinitas San Diego
82 3418, 3402, 0000 Xxxxxxx 0 Xxxxx Xxxxxxx Xxxxxx
84 0000 Xxxx Xxxxxxx Xxxx Brea Orange
86 000 Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx
87 2922 and 0000 Xxxxxxxxx Xxxxxxx Evergreen Jefferson
89 00000 XX Xxxxx 000 Xxxxxxx Xxxxxx
91 000 Xxxx Xxxxxxxxxx Xxxxxxxxx Xxxxxx Pima
92 00-000 Xxxxxxx Xxxxxx Xxxxx Riverside
93 000 Xxxxxxxx Xxxxxx Xxxxxxxxxxx Xxxxx Anne's
94 000 Xxxx Xxxxxx Xxxxxx Xxxxxxxx Loudoun
95 6000 Xxxxxx Road San Antonio Bexar
98 6940 & 0000 XX 0000 Xxxx Xxxxxxx Xxxxxx
100 00000 Xxxxx 00xx Xxxxxx Xxxxxxx Maricopa
102 2035 - 2145 West Xxxxxxxx Xxxxx Pike Columbus Xxxxxxxxxxx
103 2000-8000 Hampton Court Xxxxxxxx Xxxxxx
104 000 Xxxxx Xxxxxx Xxxxxx Winston-Salem Forsyth
105 28600 US Highway 98 Xxxxxx Xxxxxxx
106 000 Xxxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxxxx Xxxx
107 000 Xxxxxxx Xxxxxx Xxxxxxxxxxxxxxx Xxxxxxxxxxxxxxx Xxxx
108 1023 Alamance Church Road Greensboro Guilford
109 0000 Xxxxx Xxxxx Xxxx and 0000 Xxxx Xxxxxxxx Xxxx Xxxx Maricopa
110 0000 Xxxxxxxxx Xxxx Xxxxxxxx Xxxxxxx El Paso
111 6280 20th Street Vero Beach Indian River
112 12400 Portland Avenue Burnsville Dakota
113 0000-0000 Xxxxx Xxxxx Xxxxxx Chickasha Xxxxx
114 10245 East Via Xxxxx Scottsdale Maricopa
115 0000 Xxxx Xxxxxxxxx Xxxxxxxxx Xxxxxxxxx Tarrant
116 0000 Xxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxxxxx
117 000-000 Xxxxxx Xxx Xxxxxxxxxx Xxxxx
120 0000 Xxxx Xxxxx Xxxxxx Xxxxxxxx Xxxxxxxx
121 000 Xxxxxxxxxxx Xxxx Xxxxxxxxxx Xxxxxx
SPLIT LOANS
-----------
1
2
4
6
GCCFC 07-GG11 Loan ID State Zip Code Original Balance Cut-off Date Balance Monthly Debt Service
---------------------- -------------- -------- ---------------- -------------------- --------------------
1 Xxx Xxxx 00000 $350,000,000 $350,000,000.00 $5,172,387.70
2 Arizona 85251 $325,000,000 $325,000,000.00 $2,637,030.00
3 Xxx Xxxx 00000 $267,650,000 $267,650,000.00 $1,419,511.51
4 $250,000,000 $250,000,000.00 $1,596,166.67
4.01 Xxx Xxxx 00000
4.02 Xxx Xxxx 00000
4.03 Xxx Xxxx 00000
4.04 Xxx Xxxx 00000
4.05 Xxx Xxxx 00000
4.06 Xxx Xxxx 00000
4.07 Xxx Xxxx 00000
4.08 Xxx Xxxx 00000
4.09 Xxx Xxxx 00000
4.10 Xxx Xxxx 00000
4.11 Xxx Xxxx 00000
4.12 Xxx Xxxx 00000
4.13 Xxx Xxxx 00000
4.14 Xxx Xxxx 00000
4.15 Xxx Xxxx 00000
4.16 Xxx Xxxx 00000
6 $67,709,413 $67,709,413.00 $2,554,606.59
6.01 California 90638
6.02 Xxxxx Xxxxxxxx 00000
6.03 Xxxxxxx 00000
6.04 Nevada 89032
6.05 Xxxxx Xxxxxxxx 00000
6.06 California 94551
6.07 Arizona 85043
6.08 Xxxxxxxx 00000
6.09 Oklahoma 73131
6.10 Florida 33487
6.11 Virginia 20109
6.12 Xxxxx Xxxxxxxx 00000
6.13 Michigan 48393
6.14 Colorado 80111
6.15 Indiana 46038
6.16 Florida 32174
6.17 Xxxxxxxxxxx 00000
6.18 Minnesota 55442
6.19 Wisconsin 53051
6.20 Texas 75042
6.21 Texas 77032
6.22 Virginia 24153
6.23 Xxx Xxxx 00000
0.00 Xxxx 00000
6.25 Arizona 85044
6.26 Illinois 61364
6.27 Alabama 36108
6.28 Ohio 45246
6.29 Xxxxxxxx 00000
6.30 Pennsylvania 15601
6.31 Xxxxx Xxxxxx 00000
6.32 Xxxxxxxxx 00000
6.33 Xxx Xxxx 00000
6.34 Xxxxxxxx 00000
6.35 Xxxxx Xxxxxx 00000
6.36 Illinois 60612
6.37 Xxxx Xxxxxxxx 00000
6.38 Arizona 85719
7 Xxx Xxxx 00000 $59,098,946 $59,098,946.00 $308,931.53
9 Virginia 23230 $38,100,000 $38,100,000.00 $233,597.96
10 $37,400,000 $37,400,000.00 $200,636.46
10.01 Xxxxxxx 00000
10.02 Xxxxxxx 00000
10.03 Florida 32826
12 Xxx Xxxxxx 00000 $34,000,000 $34,000,000.00 $167,936.39
00 Xxxxxxx 00000 $27,650,000 $27,650,000.00 $143,130.99
18 Xxx Xxxxxx 00000 $27,000,000 $27,000,000.00 $137,250.00
00 Xxxxxxxx 00000 $22,500,000 $22,500,000.00 $115,137.50
00 Xxxxxxxx 00000 $22,350,000 $22,350,000.00 $127,743.48
00 Xxxxx 00000 $19,600,000 $19,600,000.00 $98,969.11
25 Xxx Xxxxxx 00000 $17,800,000 $17,800,000.00 $90,483.33
00 Xxxxxxxx 00000 $17,500,000 $17,500,000.00 $83,324.31
00 Xxxxxxxxxx 00000 $16,750,000 $16,750,000.00 $82,733.37
00 Xxxxxx 00000 $16,500,000 $16,500,000.00 $96,919.35
00 Xxxxxxx 00000 $16,500,000 $16,500,000.00 $79,821.04
00 Xxxxxxxxxx 00000 $16,000,000 $16,000,000.00 $92,054.51
34 Xxx Xxxxxx 00000 $16,000,000 $16,000,000.00 $83,163.33
00 Xxxxxxxx 00000 $15,400,000 $15,400,000.00 $89,968.07
00 Xxxx 00000 $15,000,000 $15,000,000.00 $78,029.17
38 Xxx Xxxxxx 00000 $14,800,000 $14,800,000.00 $77,490.33
00 Xxxxxxx 00000 $14,320,000 $14,320,000.00 $75,705.07
00 Xxxxxxxxx 00000 $14,150,000 $14,150,000.00 $68,692.35
00 Xxxxx 00000 $13,500,000 $13,500,000.00 $64,736.25
45 Xxxxx Xxxxxxxx 00000 $12,200,000 $12,200,000.00 $60,052.81
00 Xxxxxxx 00000 $12,200,000 $12,200,000.00 $62,740.19
00 Xxx Xxxxxx 00000 $12,000,000 $11,978,448.47 $72,564.43
51 Xxx Xxxxxx 00000 $11,100,000 $11,100,000.00 $56,425.00
52 Xxx Xxxxxx 00000 $10,900,000 $10,900,000.00 $55,408.33
00 Xxxxxxxxxx 00000 $10,650,000 $10,650,000.00 $67,736.03
00 Xxxxxxxxxx 00000 $10,500,000 $10,500,000.00 $52,218.54
55 Xxx Xxxxxx 00000 $10,300,000 $10,300,000.00 $52,358.33
00 Xxxxxxxxxx 00000 $10,000,000 $9,972,410.76 $64,002.93
64 Xxx Xxxxxx 00000 $9,000,000 $9,000,000.00 $43,005.00
00 Xxxxxxxxxx 00000 $8,650,000 $8,650,000.00 $44,190.69
00 Xxxxxxx 00000 $8,625,000 $8,625,000.00 $53,724.19
00 Xxxxxxxxxx 00000 $8,400,000 $8,400,000.00 $50,849.32
00 Xxxxxxxx 00000 $8,100,000 $8,100,000.00 $41,518.13
00 Xxxxxx 00000 $8,050,000 $8,050,000.00 $47,695.99
00 Xxxxxxxxxx 00000 $8,050,000 $8,050,000.00 $41,466.44
00 Xxxxxxxx 00000 $7,600,000 $7,600,000.00 $37,925.06
00 Xxxxxxxxx 00000 $7,100,000 $7,100,000.00 $44,690.22
00 Xxxxxxx 00000 $6,874,000 $6,874,000.00 $42,101.12
00 Xxxxxxxxxx 00000 $6,530,000 $6,530,000.00 $31,700.43
00 Xxxxxxxxxx 00000 $6,500,000 $6,500,000.00 $32,435.90
00 Xxxxx 00000 $6,400,000 $6,400,000.00 $40,452.36
00 Xxxxxxxxxx 00000 $6,200,000 $6,200,000.00 $32,829.86
86 Xxx Xxxxxx 00000 $6,000,000 $6,000,000.00 $30,500.00
00 Xxxxxxxx 00000 $5,600,000 $5,600,000.00 $26,901.00
00 Xxxxxxx 00000 $5,100,000 $5,100,000.00 $29,535.81
00 Xxxxxxx 00000 $4,500,000 $4,500,000.00 $22,379.38
00 Xxxxxxxxxx 00000 $4,500,000 $4,486,660.50 $25,663.55
00 Xxxxxxxx 00000 $4,250,000 $4,229,025.98 $32,533.47
00 Xxxxxxxx 00000 $4,200,000 $4,200,000.00 $20,602.75
00 Xxxxx 00000 $4,160,000 $4,160,000.00 $25,209.38
00 Xxxxx 00000 $3,900,000 $3,900,000.00 $18,734.63
000 Xxxxxxx 00000 $3,800,000 $3,800,000.00 $18,028.89
000 Xxxxxxx 00000 $3,725,000 $3,725,000.00 $22,862.84
000 Xxx Xxxxxx 00000 $3,700,000 $3,700,000.00 $18,808.33
000 Xxxxx Xxxxxxxx 00000 $3,600,000 $3,600,000.00 $22,165.82
000 Xxxxxxx 00000 $3,540,000 $3,535,243.07 $23,813.93
000 Xxxxxxxx 00000 $3,480,000 $3,480,000.00 $20,841.99
000 Xxxxxxxx 00000 $3,244,887 $3,244,887.00 $20,042.68
000 Xxxxx Xxxxxxxx 00000 $3,200,000 $3,200,000.00 $19,682.14
000 Xxxxxxx 00000 $3,125,000 $3,125,000.00 $15,673.61
000 Xxxxxxxx 00000 $3,100,000 $3,100,000.00 $14,891.63
000 Xxxxxxx 00000 $3,064,000 $3,064,000.00 $15,834.92
000 Xxxxxxxxx 00000 $3,000,000 $3,000,000.00 $18,315.71
000 Xxxxxxxx 00000 $2,900,000 $2,900,000.00 $15,306.76
000 Xxxxxxx 00000 $2,856,000 $2,856,000.00 $17,789.71
000 Xxxxx 00000 $2,800,000 $2,800,000.00 $16,340.04
000 Xxxxxxxx 00000 $2,650,000 $2,635,200.14 $16,896.24
000 Xxx Xxxxxx 00000 $2,550,000 $2,550,000.00 $12,962.50
000 Xxxxxxxxx 00000 $2,280,000 $2,280,000.00 $14,142.32
000 Xxxxxxxxx 00000 $2,250,000 $2,250,000.00 $13,518.83
SPLIT LOANS
-----------
1 $500,000,000 $500,000,000.00
2 $225,000,000 $225,000,000.00
4 $50,000,000 $50,000,000.00
6 $404,681,837 $404,681,837
GCCFC 07-GG11 Loan ID Gross Interest Rate Seasoning Original Term to Maturity (mos.)
---------------------- ------------------- --------- --------------------------------
1 6.1390% 1 119
2 5.6592% 3 72
3 6.2600% 2 119
4 6.2800% 0 119
4.01
4.02
4.03
4.04
4.05
4.06
4.07
4.08
4.09
4.10
4.11
4.12
4.13
4.14
4.15
4.16
6 6.3830% 2 120
6.01
6.02
6.03
6.04
6.05
6.06
6.07
6.08
6.09
6.10
6.11
6.12
6.13
6.14
6.15
6.16
6.17
6.18
6.19
6.20
6.21
6.22
6.23
6.24
6.25
6.26
6.27
6.28
6.29
6.30
6.31
6.32
6.33
6.34
6.35
6.36
6.37
6.38
7 6.1700% 2 120
9 6.2100% 2 120
10 6.3320% 1 60
10.01
10.02
10.03
12 5.8300% 2 120
15 6.1100% 3 120
18 6.0000% 2 120
20 6.0400% 2 60
21 5.5600% 3 120
24 5.9600% 4 120
25 6.0000% 2 120
26 5.6200% 3 120
30 5.8300% 3 120
31 5.8100% 2 120
32 5.7100% 3 120
33 5.6200% 3 120
34 6.1350% 2 60
35 5.7600% 4 120
37 6.1400% 2 120
38 6.1800% 1 60
40 6.2400% 2 60
42 5.7300% 2 120
44 5.6600% 3 120
45 5.8100% 5 120
46 6.0700% 8 120
49 6.0800% 2 120
51 6.0000% 2 120
52 6.0000% 2 120
53 6.5600% 0 120
54 5.8700% 2 120
55 6.0000% 2 120
60 5.9300% 2 120
64 5.6400% 3 120
65 6.0300% 2 120
66 6.3600% 1 120
68 6.0900% 2 120
70 6.0500% 1 120
71 5.8900% 2 84
72 6.0800% 3 120
74 5.8900% 3 84
77 6.4600% 1 120
79 6.2000% 2 120
80 5.7300% 4 120
81 5.8900% 2 120
82 6.5000% 1 120
84 6.2500% 2 60
86 6.0000% 2 120
87 5.6700% 5 120
89 5.6800% 2 120
91 5.8700% 4 120
92 5.5400% 3 120
93 6.1300% 2 120
94 5.7900% 1 120
95 6.1000% 2 120
98 5.6700% 3 120
100 5.6000% 5 120
102 6.2200% 3 120
103 6.0000% 2 120
104 6.2500% 3 120
105 6.4600% 1 120
106 5.9900% 2 120
107 6.2800% 2 120
108 6.2400% 2 120
109 5.9200% 2 120
110 5.6700% 3 120
111 6.1000% 1 120
112 6.1700% 2 120
113 6.2300% 2 120
114 6.3600% 1 120
115 5.7500% 4 120
116 5.8900% 4 120
117 6.0000% 2 120
120 6.3200% 2 120
121 6.0200% 2 120
SPLIT LOANS
-----------
1 1 119
2 3 72
4 0 119
6 2 120
GCCFC 07-GG11 Loan ID Stated Remaining Term to Maturity (mos.) Original Interest Only Term (mos.)
---------------------- ---------------------------------------- ----------------------------------
1 118 46
2 69 72
3 117 119
4 119 119
4.01
4.02
4.03
4.04
4.05
4.06
4.07
4.08
4.09
4.10
4.11
4.12
4.13
4.14
4.15
4.16
6 118 120
6.01
6.02
6.03
6.04
6.05
6.06
6.07
6.08
6.09
6.10
6.11
6.12
6.13
6.14
6.15
6.16
6.17
6.18
6.19
6.20
6.21
6.22
6.23
6.24
6.25
6.26
6.27
6.28
6.29
6.30
6.31
6.32
6.33
6.34
6.35
6.36
6.37
6.38
7 118 120
9 118 60
10 59 60
10.01
10.02
10.03
12 118 120
15 117 120
18 118 120
20 58 60
21 117 12
24 116 120
25 118 120
26 117 120
30 117 120
31 118 24
32 117 120
33 117 60
34 58 60
35 116 60
37 118 120
38 59 60
40 58 60
42 118 120
44 117 120
45 115 120
46 112 120
49 118 0
51 118 120
52 118 120
53 120 0
54 118 120
55 118 120
60 118 0
64 117 120
65 118 120
66 119 60
68 118 60
70 119 120
71 82 36
72 117 120
74 81 84
77 119 60
79 118 60
80 116 120
81 118 120
82 119 60
84 58 60
86 118 120
87 115 120
89 118 36
91 116 120
92 117 0
93 118 0
94 119 120
95 118 60
98 117 120
100 115 120
102 117 60
103 118 120
104 117 48
105 119 0
106 118 60
107 118 60
108 118 36
109 118 120
110 117 120
111 119 120
112 118 60
113 118 120
114 119 60
115 116 60
116 116 0
117 118 120
120 118 60
121 118 60
SPLIT LOANS
-----------
1 118 46
2 69 72
4 119 119
6 118 120
GCCFC 07-GG11 Loan ID Original Amortization Term (mos.) Remaining Interest Only Period (mos.)
---------------------- --------------------------------- -------------------------------------
1 360 45
2 XX 00
0 XX 000
0 XX 119
4.01
4.02
4.03
4.04
4.05
4.06
4.07
4.08
4.09
4.10
4.11
4.12
4.13
4.14
4.15
4.16
6 NA 118
6.01
6.02
6.03
6.04
6.05
6.06
6.07
6.08
6.09
6.10
6.11
6.12
6.13
6.14
6.15
6.16
6.17
6.18
6.19
6.20
6.21
6.22
6.23
6.24
6.25
6.26
6.27
6.28
6.29
6.30
6.31
6.32
6.33
6.34
6.35
6.36
6.37
6.38
7 XX 000
0 000 00
00 XX 00
10.01
10.02
10.03
12 XX 000
00 XX 000
00 XX 000
00 NA 58
21 360 9
24 XX 000
00 XX 000
00 XX 000
00 NA 117
31 360 22
32 NA 117
33 360 57
34 NA 58
35 360 56
37 NA 118
38 XX 00
00 XX 00
00 XX 118
44 XX 000
00 XX 000
00 XX 000
00 000 0
00 XX 000
00 XX 000
00 000 0
00 XX 000
00 XX 000
00 000 0
00 XX 000
00 NA 118
66 360 59
68 360 58
70 NA 119
71 360 34
72 NA 117
74 NA 81
77 360 59
79 360 58
80 NA 116
81 NA 118
82 360 59
84 XX 00
00 XX 000
00 XX 115
89 360 34
91 NA 116
92 360 0
93 216 0
94 NA 119
95 360 58
98 NA 117
100 NA 115
102 360 57
103 NA 118
104 360 45
105 300 0
106 360 58
107 360 58
108 360 34
109 XX 000
000 XX 000
000 XX 119
112 360 58
113 NA 118
114 360 59
115 360 56
116 300 0
117 NA 118
120 360 58
121 360 58
SPLIT LOANS
-----------
1 360 45
2 XX 00
0 XX 000
0 XX 118
GCCFC 07-GG11 Loan ID Remaining Amortization Term (mos.) Interest Accrual Method (Actual/360 or 30/360)
---------------------- ---------------------------------- ----------------------------------------------
1 360 Actual/360
2 NA Actual/360
3 NA Actual/360
4 NA Actual/360
4.01
4.02
4.03
4.04
4.05
4.06
4.07
4.08
4.09
4.10
4.11
4.12
4.13
4.14
4.15
4.16
6 NA Actual/360
6.01
6.02
6.03
6.04
6.05
6.06
6.07
6.08
6.09
6.10
6.11
6.12
6.13
6.14
6.15
6.16
6.17
6.18
6.19
6.20
6.21
6.22
6.23
6.24
6.25
6.26
6.27
6.28
6.29
6.30
6.31
6.32
6.33
6.34
6.35
6.36
6.37
6.38
7 NA Actual/360
9 360 Actual/360
10 NA Actual/360
10.01
10.02
10.03
12 NA Actual/360
15 NA Actual/360
18 NA Actual/360
20 NA Actual/360
21 360 Actual/360
24 NA Actual/360
25 NA Actual/360
26 NA Actual/360
30 NA Actual/360
31 360 Actual/360
32 NA Actual/360
33 360 Actual/360
34 NA Actual/360
35 360 Actual/360
37 NA Actual/360
38 NA Actual/360
40 NA Actual/360
42 NA Actual/360
44 NA Actual/360
45 NA Actual/360
46 NA Actual/360
49 358 Actual/360
51 NA Actual/360
52 NA Actual/360
53 360 Actual/360
54 NA Actual/360
55 NA Actual/360
60 298 Actual/360
64 NA Actual/360
65 NA Actual/360
66 360 Actual/360
68 360 Actual/360
70 NA Actual/360
71 360 Actual/360
72 NA Actual/360
74 NA Actual/360
77 360 Actual/360
79 360 Actual/360
80 NA Actual/360
81 NA Actual/360
82 360 Actual/360
84 NA Actual/360
86 NA Actual/360
87 NA Actual/360
89 360 Actual/360
91 NA Actual/360
92 357 Actual/360
93 214 Actual/360
94 NA Actual/360
95 360 Actual/360
98 NA Actual/360
100 NA Actual/360
102 360 Actual/360
103 NA Actual/360
104 360 Actual/360
105 299 Actual/360
106 360 Actual/360
107 360 Actual/360
108 360 Actual/360
109 NA Actual/360
110 NA Actual/360
111 NA Actual/360
112 360 Actual/360
113 NA Actual/360
114 360 Actual/360
115 360 Actual/360
116 296 Actual/360
117 NA Actual/360
120 360 Actual/360
121 360 Actual/360
SPLIT LOANS
-----------
1 360 Actual/360
2 NA Actual/360
4 NA Actual/360
6 NA Actual/360
GCCFC 07-GG11 Loan ID Administrative Fee Rate Trustee Fee Master Servicing Fee Primary Servicing Fee
---------------------- ----------------------- ----------- -------------------- ---------------------
1 0.02072% 0.00072% 0.01000% 0.01000%
2 0.02072% 0.00072% 0.01000% 0.01000%
3 0.02072% 0.00072% 0.01000% 0.01000%
4 0.02072% 0.00072% 0.01000% 0.01000%
4.01
4.02
4.03
4.04
4.05
4.06
4.07
4.08
4.09
4.10
4.11
4.12
4.13
4.14
4.15
4.16
6 0.03072% 0.00072% 0.01000% 0.02000%
6.01
6.02
6.03
6.04
6.05
6.06
6.07
6.08
6.09
6.10
6.11
6.12
6.13
6.14
6.15
6.16
6.17
6.18
6.19
6.20
6.21
6.22
6.23
6.24
6.25
6.26
6.27
6.28
6.29
6.30
6.31
6.32
6.33
6.34
6.35
6.36
6.37
6.38
7 0.02072% 0.00072% 0.01000% 0.01000%
9 0.02072% 0.00072% 0.01000% 0.01000%
10 0.02072% 0.00072% 0.01000% 0.01000%
10.01
10.02
10.03
12 0.02072% 0.00072% 0.01000% 0.01000%
15 0.02072% 0.00072% 0.01000% 0.01000%
18 0.02072% 0.00072% 0.01000% 0.01000%
20 0.02072% 0.00072% 0.01000% 0.01000%
21 0.02072% 0.00072% 0.01000% 0.01000%
24 0.02072% 0.00072% 0.01000% 0.01000%
25 0.02072% 0.00072% 0.01000% 0.01000%
26 0.02072% 0.00072% 0.01000% 0.01000%
30 0.02072% 0.00072% 0.01000% 0.01000%
31 0.02072% 0.00072% 0.01000% 0.01000%
32 0.02072% 0.00072% 0.01000% 0.01000%
33 0.02072% 0.00072% 0.01000% 0.01000%
34 0.02072% 0.00072% 0.01000% 0.01000%
35 0.02072% 0.00072% 0.01000% 0.01000%
37 0.07072% 0.00072% 0.01000% 0.06000%
38 0.02072% 0.00072% 0.01000% 0.01000%
40 0.02072% 0.00072% 0.01000% 0.01000%
42 0.02072% 0.00072% 0.01000% 0.01000%
44 0.02072% 0.00072% 0.01000% 0.01000%
45 0.02072% 0.00072% 0.01000% 0.01000%
46 0.02072% 0.00072% 0.01000% 0.01000%
49 0.02072% 0.00072% 0.01000% 0.01000%
51 0.02072% 0.00072% 0.01000% 0.01000%
52 0.02072% 0.00072% 0.01000% 0.01000%
53 0.02072% 0.00072% 0.01000% 0.01000%
54 0.02072% 0.00072% 0.01000% 0.01000%
55 0.02072% 0.00072% 0.01000% 0.01000%
60 0.02072% 0.00072% 0.01000% 0.01000%
64 0.02072% 0.00072% 0.01000% 0.01000%
65 0.02072% 0.00072% 0.01000% 0.01000%
66 0.06072% 0.00072% 0.01000% 0.05000%
68 0.02072% 0.00072% 0.01000% 0.01000%
70 0.06072% 0.00072% 0.01000% 0.05000%
71 0.02072% 0.00072% 0.01000% 0.01000%
72 0.02072% 0.00072% 0.01000% 0.01000%
74 0.02072% 0.00072% 0.01000% 0.01000%
77 0.02072% 0.00072% 0.01000% 0.01000%
79 0.02072% 0.00072% 0.01000% 0.01000%
80 0.07072% 0.00072% 0.01000% 0.06000%
81 0.02072% 0.00072% 0.01000% 0.01000%
82 0.02072% 0.00072% 0.01000% 0.01000%
84 0.02072% 0.00072% 0.01000% 0.01000%
86 0.02072% 0.00072% 0.01000% 0.01000%
87 0.07072% 0.00072% 0.01000% 0.06000%
89 0.02072% 0.00072% 0.01000% 0.01000%
91 0.02072% 0.00072% 0.01000% 0.01000%
92 0.02072% 0.00072% 0.01000% 0.01000%
93 0.07072% 0.00072% 0.01000% 0.06000%
94 0.02072% 0.00072% 0.01000% 0.01000%
95 0.06072% 0.00072% 0.01000% 0.05000%
98 0.02072% 0.00072% 0.01000% 0.01000%
100 0.09072% 0.00072% 0.01000% 0.08000%
102 0.06072% 0.00072% 0.01000% 0.05000%
103 0.02072% 0.00072% 0.01000% 0.01000%
104 0.02072% 0.00072% 0.01000% 0.01000%
105 0.02072% 0.00072% 0.01000% 0.01000%
106 0.06072% 0.00072% 0.01000% 0.05000%
107 0.02072% 0.00072% 0.01000% 0.01000%
108 0.02072% 0.00072% 0.01000% 0.01000%
109 0.02072% 0.00072% 0.01000% 0.01000%
110 0.07072% 0.00072% 0.01000% 0.06000%
111 0.02072% 0.00072% 0.01000% 0.01000%
112 0.08072% 0.00072% 0.01000% 0.07000%
113 0.07072% 0.00072% 0.01000% 0.06000%
114 0.06072% 0.00072% 0.01000% 0.05000%
115 0.04072% 0.00072% 0.01000% 0.03000%
116 0.02072% 0.00072% 0.01000% 0.01000%
117 0.02072% 0.00072% 0.01000% 0.01000%
120 0.06072% 0.00072% 0.01000% 0.05000%
121 0.08072% 0.00072% 0.01000% 0.07000%
SPLIT LOANS
-----------
1 0.01000%
2 0.01000%
4 0.01000%
6 0.02000%
GCCFC 07-GG11 Loan ID Ownership Interest (Fee/Leasehold) Mortgage Loan Seller Originator
---------------------- ---------------------------------- -------------------- ----------
1 Fee Simple GSMC GSCMC
2 Fee Simple GSMC GSCMC
3 Fee Simple / Leasehold GSMC GSCMC
4 GSMC GSCMC
4.01 Fee Simple
4.02 Fee Simple
4.03 Fee Simple
4.04 Fee Simple
4.05 Fee Simple
4.06 Fee Simple
4.07 Fee Simple
4.08 Fee Simple
4.09 Fee Simple
4.10 Fee Simple
4.11 Fee Simple
4.12 Fee Simple
4.13 Fee Simple
4.14 Fee Simple
4.15 Fee Simple
4.16 Fee Simple
6 GSMC GSMC
6.01 Fee Simple
6.02 Fee Simple
6.03 Fee Simple
6.04 Fee Simple
6.05 Fee Simple
6.06 Fee Simple
6.07 Fee Simple
6.08 Fee Simple
6.09 Fee Simple
6.10 Fee Simple
6.11 Fee Simple
6.12 Fee Simple
6.13 Fee Simple
6.14 Fee Simple
6.15 Fee Simple
6.16 Fee Simple
6.17 Fee Simple
6.18 Fee Simple
6.19 Fee Simple
6.20 Fee Simple
6.21 Fee Simple
6.22 Fee Simple
6.23 Fee Simple
6.24 Fee Simple
6.25 Fee Simple
6.26 Fee Simple
6.27 Fee Simple
6.28 Fee Simple
6.29 Fee Simple
6.30 Fee Simple
6.31 Fee Simple
6.32 Fee Simple
6.33 Fee Simple
6.34 Fee Simple
6.35 Fee Simple
6.36 Fee Simple
6.37 Fee Simple
6.38 Fee Simple
7 Fee Simple GSMC GSCMC
9 Fee Simple GSMC GSCMC
10 GSMC GSCMC
10.01 Fee Simple
10.02 Fee Simple
10.03 Fee Simple
12 Fee Simple GSMC GSCMC
15 Fee Simple GSMC GSCMC
18 Fee Simple GSMC GSCMC
20 Fee Simple GSMC GSCMC
21 Fee Simple GSMC GSCMC
24 Fee Simple GSMC GSCMC
25 Fee Simple GSMC GSCMC
26 Fee Simple GSMC GSCMC
30 Fee Simple GSMC GSCMC
31 Fee Simple GSMC GSCMC
32 Fee Simple GSMC GSCMC
33 Fee Simple GSMC GSCMC
34 Fee Simple GSMC GSCMC
35 Fee Simple GSMC GSCMC
37 Fee Simple GSMC GSCMC
38 Fee Simple GSMC GSCMC
40 Fee Simple GSMC GSCMC
42 Fee Simple GSMC GSCMC
44 Fee Simple GSMC GSCMC
45 Fee Simple GSMC GSCMC
46 Fee Simple GSMC GSCMC
49 Fee Simple GSMC GSCMC
51 Fee Simple GSMC GSCMC
52 Fee Simple GSMC GSCMC
53 Fee Simple GSMC GSCMC
54 Leasehold GSMC GSCMC
55 Fee Simple GSMC GSCMC
60 Fee Simple GSMC GSCMC
64 Fee Simple GSMC GSCMC
65 Fee Simple GSMC GSCMC
66 Fee Simple GSMC GSCMC
68 Fee Simple GSMC GSCMC
70 Fee Simple GSMC GSCMC
71 Fee Simple GSMC GSCMC
72 Fee Simple GSMC GSCMC
74 Fee Simple GSMC GSCMC
77 Fee Simple GSMC GSCMC
79 Fee Simple GSMC GSCMC
80 Fee Simple GSMC GSCMC
81 Fee Simple GSMC GSCMC
82 Fee Simple GSMC GSCMC
84 Fee Simple GSMC GSCMC
86 Fee Simple GSMC GSCMC
87 Fee Simple GSMC GSCMC
89 Fee Simple GSMC GSCMC
91 Fee Simple GSMC GSCMC
92 Fee Simple GSMC GSCMC
93 Fee Simple GSMC GSCMC
94 Fee Simple GSMC GSCMC
95 Fee Simple GSMC GSCMC
98 Fee Simple GSMC GSCMC
100 Fee Simple GSMC GSCMC
102 Fee Simple GSMC GSCMC
103 Fee Simple GSMC GSCMC
104 Fee Simple GSMC GSCMC
105 Fee Simple GSMC GSCMC
106 Fee Simple GSMC GSCMC
107 Fee Simple GSMC GSCMC
108 Fee Simple GSMC GSCMC
109 Fee Simple GSMC GSCMC
110 Fee Simple GSMC GSCMC
111 Fee Simple GSMC GSCMC
112 Fee Simple GSMC GSCMC
113 Fee Simple GSMC GSCMC
114 Fee Simple GSMC GSCMC
115 Fee Simple GSMC GSCMC
116 Fee Simple GSMC GSCMC
117 Fee Simple GSMC GSCMC
120 Fee Simple GSMC GSCMC
121 Fee Simple GSMC GSCMC
SPLIT LOANS
-----------
1 GSMC GSCMC
2 GSMC GSCMC
4 GSMC GSCMC
6 GSMC GSMC
GCCFC 07-GG11 Loan ID Prepayment Type Crossed With Other Loans (Crossed Group)
---------------------- ---------------------------------------------------- ----------------------------------------
1 Lockout/25_Defeasance/89_0%/5 NAP
2 Lockout/27_Defeasance/38_0%/7 NAP
3 Lockout/26_Defeasance/89_0%/4 NAP
4 Lockout/24_Defeasance/90_0%/5 NAP
4.01
4.02
4.03
4.04
4.05
4.06
4.07
4.08
4.09
4.10
4.11
4.12
4.13
4.14
4.15
4.16
6 Lockout/2_Greater of YM or 3%/24_Defeasance/87_0%/7 NAP
6.01
6.02
6.03
6.04
6.05
6.06
6.07
6.08
6.09
6.10
6.11
6.12
6.13
6.14
6.15
6.16
6.17
6.18
6.19
6.20
6.21
6.22
6.23
6.24
6.25
6.26
6.27
6.28
6.29
6.30
6.31
6.32
6.33
6.34
6.35
6.36
6.37
6.38
7 Lockout/26_Defeasance/90_0%/4 NAP
9 Lockout/26_Defeasance/90_0%/4 NAP
10 Lockout/25_Defeasance/31_0%/4 NAP
10.01
10.02
10.03
12 Lockout/26_Defeasance/90_0%/4 NAP
15 Lockout/27_Defeasance/89_0%/4 NAP
18 Lockout/26_Defeasance/90_0%/4 NAP
20 Lockout/11_>YM or 1%/45_0%/4 NAP
21 Lockout/27_Defeasance/89_0%/4 NAP
24 Lockout/28_Defeasance/88_0%/4 NAP
25 Lockout/26_Defeasance/90_0%/4 NAP
26 Lockout/27_Defeasance/89_0%/4 NAP
30 Lockout/27_Defeasance/89_0%/4 NAP
31 Lockout/26_Defeasance/90_0%/4 NAP
32 Lockout/27_Defeasance/89_0%/4 NAP
33 Lockout/27_Defeasance/89_0%/4 NAP
34 Lockout/11_>YM or 1%/45_0%/4 NAP
35 Lockout/28_Defeasance/88_0%/4 NAP
37 Lockout/26_Defeasance/90_0%/4 NAP
38 Lockout/25_Defeasance/31_0%/4 NAP
40 Lockout/26_Defeasance/30_0%/4 NAP
42 Lockout/26_Defeasance/90_0%/4 NAP
44 Lockout/27_Defeasance/89_0%/4 NAP
45 Lockout/29_Defeasance/87_0%/4 NAP
46 Lockout/32_Defeasance/84_0%/4 NAP
49 Lockout/23_>YM or 1%/93_0%/4 NAP
51 Lockout/26_Defeasance/90_0%/4 NAP
52 Lockout/26_Defeasance/90_0%/4 NAP
53 Lockout/24_Defeasance/92_0%/4 NAP
54 Lockout/23_>YM or 1%/93_0%/4 NAP
55 Lockout/26_Defeasance/90_0%/4 NAP
60 Lockout/26_Defeasance/90_0%/4 NAP
64 Lockout/27_Defeasance/89_0%/4 NAP
65 Lockout/26_Defeasance/90_0%/4 NAP
66 Lockout/25_Defeasance/91_0%/4 NAP
68 Lockout/26_Defeasance/90_0%/4 NAP
70 Lockout/25_Defeasance/91_0%/4 NAP
71 Lockout/26_Defeasance/54_0%/4 NAP
72 Lockout/27_Defeasance/89_0%/4 NAP
74 Lockout/22_>YM or 1%/58_0%/4 NAP
77 Lockout/25_Defeasance/91_0%/4 NAP
79 Lockout/26_Defeasance/90_0%/4 NAP
80 Lockout/28_Defeasance/88_0%/4 NAP
81 Lockout/26_Defeasance/90_0%/4 NAP
82 Lockout/25_Defeasance/91_0%/4 NAP
84 Lockout/26_Defeasance/30_0%/4 NAP
86 Lockout/26_Defeasance/90_0%/4 NAP
87 Lockout/29_Defeasance or Greater of YM or 1%/87_0%/4 NAP
89 Lockout/26_Defeasance/90_0%/4 NAP
91 Lockout/28_Defeasance/88_0%/4 NAP
92 Lockout/27_Defeasance/89_0%/4 NAP
93 Lockout/26_Defeasance/90_0%/4 NAP
94 Lockout/25_Defeasance/91_0%/4 NAP
95 Lockout/26_Defeasance/90_0%/4 NAP
98 Lockout/27_Defeasance/89_0%/4 NAP
100 Lockout/29_Defeasance/87_0%/4 NAP
102 Lockout/27_Defeasance/89_0%/4 NAP
103 Lockout/26_Defeasance/90_0%/4 NAP
104 Lockout/27_Defeasance/89_0%/4 NAP
105 Lockout/25_Defeasance/91_0%/4 NAP
106 Lockout/26_Defeasance/90_0%/4 NAP
107 Lockout/26_>YM or 1%/90_0%/4 NAP
108 Lockout/26_Defeasance/90_0%/4 NAP
109 Lockout/26_Defeasance/90_0%/4 NAP
110 Lockout/27_Defeasance or Greater of YM or 1%/89_0%/4 NAP
111 Lockout/25_Defeasance/91_0%/4 NAP
112 Lockout/26_Defeasance/90_0%/4 NAP
113 Lockout/26_Defeasance/90_0%/4 NAP
114 Lockout/25_Defeasance/91_0%/4 NAP
115 Lockout/28_Defeasance/88_0%/4 NAP
116 Lockout/28_Defeasance/88_0%/4 NAP
117 Lockout/26_Defeasance/90_0%/4 NAP
120 Lockout/26_Defeasance/90_0%/4 NAP
121 Lockout/26_Defeasance/90_0%/4 NAP
SPLIT LOANS
-----------
1 Lockout/25_Defeasance/89_0%/5 NAP
2 Lockout/27_Defeasance/38_0%/7 NAP
4 Lockout/24_Defeasance/90_0%/5 NAP
6 Lockout/2_Greater of YM or 3%/24_Defeasance/87_0%/7 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
GG11 - EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
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Representation Description of Exception
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Loan No. 3 (885 Third Avenue) The Mortgagor's fee
and leasehold interests in the land are subject to a
purchase option in favor of the lessee under a ground
lease, which purchase option cannot be exercised until
the Mortgage Loan is prepayable or defeasible. During
the term of the Mortgage Loan, all proceeds from the
lessee's exercise of its purchase option are required to
be applied to prepayment or defeasance of the Mortgage
Loan, as applicable.
(8)
Mortgage Lien Loan No. 7 (292 Madison Avenue). The Mortgagor's
fee interest in the land is subject to a purchase option
in favor of the lessee under a ground lease, which
purchase option cannot be exercised until the Mortgage
Loan is prepayable or defeasible. During the term of the
Mortgage Loan, all proceeds from the lessee's exercise
of its purchase option are required to be applied to
prepayment or defeasance of the Mortgage Loan, as
applicable.
--------------------------------------------------------------------------------
Loan No. 120 (Walgreens - Columbus). The Mortgaged
(13) Property's sole tenant, Walgreens, maintains its own
Insurance insurance coverage with respect to the leased premises
and all proceeds payable under the policies are payable
to Walgreens.
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Loan No. 20 (Birchwood at Boulder). Mortgagor is suing
to recover a $750,000 deposit from Universe Holdings
(31) Development Corp., LLC ("Universe Holdings") for failure
Litigation to close on a purchase contract for the Mortgaged
or Other Property. Universe Holdings has brought suit seeking,
Procedures among other things, specific performance to require the
Mortgagor to sell the Mortgaged Property. Depositions
are scheduled for August 2007 and a hearing is scheduled
for October 2007.
--------------------------------------------------------------------------------
Loan No. 3 (885 Third Avenue) and Loan No. 7 (292
Madison). The Mortgagors of these Mortgage Loans have
the same sponsor.
Loan Xx. 00 (Xxxxxxxxxxx Xxxxxxxxxxx Xxxxxxx), Loan
Xx. 00 (Xxxxxxxx Xxxx Xxxxxxx), Xxxx Xx. 00 (Xxxxxxxx
Xxxx), Loan No. 51 (Peachtree Village), Loan No. 52
(Birchview Management), Loan Xx. 00 (Xxxx Xxxxxx xx
Xxxxxxx Xxxx), Loan Xx. 00 (Xxxxxxxx Xxxxx), Xxxx Xx.
000 (Xxxxxxxxx Xxxxxxx) and Loan No. 117 (Rosedale
Manor). The Mortgagors of these Mortgage Loans have the
(38) same sponsor.
Organization
of & Loan No. 31 (Ford Motor Credit) and Loan No. 71 (Green
Affiliation Valley Commerce Center). The Mortgagors of these
with Mortgage Loans have the same sponsor.
Mortgagors
Loan No. 20 (Birchwood at Boulder) and Loan No. 34 (Acme
Commons). The Mortgagors of these Mortgage Loans have
the same sponsor.
Loan No. 68 (Key Curriculum Building) and Loan No. 72
(444 Spear Street). The Mortgagors of these Mortgage
Loans have the same sponsor.
Loan No. 66 (University Corporate Square) and Loan
No. 114 (Xxxxxxx at Scottsdale). The Mortgagors of these
Mortgage Loans have the same sponsor.
--------------------------------------------------------------------------------
Loan No. 1 (One Liberty Plaza). The Mortgaged
Property is a condominium. The Mortgagor holds the fee
interest with respect to most of the units and a
leasehold and reversionary interest with respect to the
others. The leasehold units revert to the Mortgagor upon
termination of the lease for any reason.
Loan No. 3 (885 Third Avenue). The Mortgagor holds
the fee and leasehold interest in the Mortgaged Property
but the lessee under a ground lease owns the
improvements. Upon termination of the ground lease,
(39) title to the improvements reverts to the Mortgagor
Fee Simple unless the ground lease terminates pursuant to lessee's
Interest exercise of the purchase option referenced in the
exception to (8) above.
Loan No. 7 (292 Madison Avenue). The Mortgagor
holds the fee interest in the Mortgaged Property but the
lessee under a ground lease owns the improvements. Upon
termination of the ground lease, title to the
improvements reverts to the Mortgagor unless the ground
lease terminates pursuant to lessee's exercise of the
purchase option referenced in the exception to (8) above.
Loan No. 54 (Presidio Office). The Mortgagor holds
a leasehold interest with respect to the Mortgaged
Property.
--------------------------------------------------------------------------------
Loan No. 2 (Scottsdale Fashion Square). One of the tax
parcels occupied by the Mortgaged Property is shared
with another parcel (the "Release Parcel"). The Release
Parcel is owned by Scottsdale Fashion Square
Partnership, which is also the direct owner of 100% of
the membership interest in the Mortgagor. Scottsdale
Fashion Square Partnership has entered into a recorded
agreement pursuant to which it agrees to pay to
Mortgagor its allocable portion of the taxes assessed
against the shared parcel. This agreement runs with the
land and would be enforceable by any successor owner of
the Mortgaged Property. The Release Parcel will undergo
renovation, which may require an adjustment of the lot
line between the Release Parcel and the Mortgaged
Property. As such, the loan documents provide for the
release of a certain non-material portions of the
collateral to facilitate such adjustment. Within 12
months of the date of origination of the Mortgage Loan,
(41) the Mortgagor is required to complete and such
Access; Tax adjustment of the lot line and to bifurcate the existing
Parcels tax lot such that no portion of the Mortgaged Property
is part of a tax lot that also includes any real
property that is not collateral for the Mortgage Loan.
Loan No. 42 (Xxxxxxxx Square). The Mortgaged Property
consists of four parcels, three of which constitute
separate tax parcels. The fourth parcel does not
constitute a separate tax parcel. The Mortgagor is
required to cause the parcel to be recognized and
assessed as a separate tax parcel.
Loan No. 54 (Presidio Office). The Mortgaged Property is
located in an area that is not subject to local property
taxes and thus does not constitute a separate tax parcel.
Loan No. 91 (Main Gate Square). The Mortgaged
Property does not constitute a separate tax parcel. The
Mortgagor is required to cause the parcel to be
recognized and assessed as a separate tax parcel.
--------------------------------------------------------------------------------
(47) Loan No. 3 (885 Third Avenue). Consent of the lender for
Ground Lease amendment of the ground lease is not required under the
Representation terms of the ground lease. However, such amendment
and without the consent of the lender is an event of default
Warranties under the related Mortgage Loan documents.
--------------------------------------------------------------------------------
Exhibit B-39 (Mortgage Loans not secured in whole or in
material part by fee simple interests)
Loan No. 1 (One Liberty Plaza). Leasehold (with reversionary fee interest in
certain units of the Mortgaged Property) in
certain parcels of the Mortgaged Property.
Loan No. 3 (885 Third Avenue). Leasehold in certain parcels of the Mortgaged
Property.
Loan No. 54 (Presidio Office). Leasehold.
