Exhibit 99.1
GECC MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (this "Agreement"), is dated
and effective May 1, 2007, between General Electric Capital Corporation, as
seller (the "Mortgage Loan Seller"), and GE Commercial Mortgage Corporation, as
purchaser (the "Purchaser").
The Mortgage Loan Seller desires to sell, assign, transfer and
otherwise convey to the Purchaser, and the Purchaser desires to purchase,
subject to the terms and conditions set forth below, the commercial, multifamily
and manufactured housing mortgage loans (collectively, the "Mortgage Loans")
identified on the schedule annexed hereto as Exhibit A (the "Mortgage Loan
Schedule").
It is expected that the Mortgage Loans will be transferred, together
with other commercial, multifamily and manufactured housing mortgage loans (such
mortgage loans, the "Other Mortgage Loans"), to GE Commercial Mortgage
Corporation, Series 2007-C1 Trust, a trust fund (the "Trust Fund") to be formed
by the Purchaser, the beneficial ownership of which will be evidenced by a
series of mortgage pass-through certificates (the "Certificates"). Certain
classes of the Certificates will be rated by Standard and Poor's Ratings
Services, a division of The XxXxxx-Xxxx Companies, Inc. and Xxxxx'x Investors
Service, Inc. (together, the "Rating Agencies"). Certain classes of the
Certificates (the "Registered Certificates") will be registered under the
Securities Act of 1933, as amended (the "Securities Act"). The Trust Fund will
be created and the Certificates will be issued pursuant to a pooling and
servicing agreement to be dated as of May 1, 2007 (the "Pooling and Servicing
Agreement"), among the Purchaser, as depositor (in such capacity, the
"Depositor"), KeyCorp Real Estate Capital Markets, Inc., an Ohio corporation, as
Servicer No. 1 with respect to all of the Mortgage Loans other than the 000
Xxxxx Xxxxxx Mortgage Loan, the Skyline Portfolio Mortgage Loan, the Four
Seasons Mortgage Loan, the Mall of America Mortgage Loan and the Americold
Portfolio Mortgage Loan ("Servicer No. 1"), Bank of America, National
Association, a national banking association, as Servicer No. 2 with respect to
the 000 Xxxxx Xxxxxx Mortgage Loan ("Servicer No. 2", and together with Servicer
No.1, or as individually applicable, the "Servicer"), LNR Partners, Inc., a
Florida corporation, as special servicer (in such capacity, the "Special
Servicer"), and Xxxxx Fargo Bank, N.A., a national banking association, as
trustee (the "Trustee").
The Purchaser intends to sell certain of the Certificates to Banc of
America Securities LLC ("BAS"), Deutsche Bank Securities Inc. ("DBS"), Barclays
Capital Inc. ("BCI"), Bear, Xxxxxxx & Co. Inc. ("Bear") and Citigroup Global
Markets Inc. ("Citi", and collectively with BAS, DBS, BCI and Bear, in such
capacity the "Underwriters") pursuant to an underwriting agreement dated April
26, 2007 (the "Underwriting Agreement"). The Purchaser intends to sell certain
other Certificates (the "Non-Registered Certificates") pursuant to a certificate
purchase agreement dated April 26, 2007 (the "Certificate Purchase Agreement")
to BAS and DBS (together, in such capacity the "Initial Purchasers").
Capitalized terms not otherwise defined herein have the meanings assigned to
them in the Pooling and Servicing Agreement (as of the Closing Date).
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase.
Subject to the terms and conditions set forth in this Agreement, the
Mortgage Loan Seller agrees to sell, assign, transfer and otherwise convey to
the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in
this Section 1, and the Purchaser agrees to purchase, the Mortgage Loans. The
purchase and sale of the Mortgage Loans shall take place on May 8, 2007 or such
other date as shall be mutually acceptable to the parties hereto (the "Closing
Date"). As of the close of business on May 1, 2007 (the "Cut-off Date"), the
Mortgage Loans will have an aggregate principal balance (the "Aggregate Cut-off
Date Balance"), after application of all payments of principal due thereon on or
before the Cut-off Date, whether or not received, of $________, subject to a
variance of plus or minus 5%. The purchase price of the Mortgage Loans
(inclusive of accrued interest and exclusive of the Mortgage Loan Seller's pro
rata share of the costs set forth in Section 9 hereof) (the "Mortgage Loan
Purchase Price") shall be equal to the amount set forth on the cross receipt
between the Mortgage Loan Seller and the Purchaser dated the date hereof.
SECTION 2. Conveyance of Mortgage Loans.
(a) On the Closing Date, subject only to receipt by the Mortgage
Loan Seller of the Mortgage Loan Purchase Price, the satisfaction of the other
closing conditions required to be satisfied on the part of Purchaser pursuant to
Section 7 and the issuance of the Certificates, the Mortgage Loan Seller agrees
to (i) sell, transfer, assign, set over and otherwise convey to the Purchaser,
without recourse, all the right, title and interest of the Mortgage Loan Seller
in and to the Mortgage Loans identified on the Mortgage Loan Schedule, including
all rights to payment in respect thereof, which includes all interest and
principal received or receivable by the Mortgage Loan Seller on or with respect
to the Mortgage Loans after the Cut-off Date (subject to the proviso in the next
sentence), together with all of the Mortgage Loan Seller's right, title and
interest in and to the proceeds of any related title, hazard, or other insurance
policies and any escrow, reserve or other comparable accounts related to the
Mortgage Loans, subject to (i) that certain Servicing Rights Purchase Agreement
dated as of May 1, 2007, between the Mortgage Loan Seller and Servicer No. 1,
(ii) The Agreement to Appointment of Master Servicer dated as of May 8, 2007,
among the Depositor, the Mortgage Loan Seller and Servicer No. 2, and (iii) the
Servicing Rights Purchase and Sale Agreement dated as of May 8, 2007, between
the Mortgage Loan Seller and Servicer No. 2. The Purchaser shall be entitled to
(and, to the extent received by or on behalf of the Mortgage Loan Seller, the
Mortgage Loan Seller shall deliver or cause to be delivered to or at the
direction of the Purchaser) all scheduled payments of principal and interest due
on the Mortgage Loans after the Cut-off Date, and all other recoveries of
principal and interest collected thereon after the Cut-off Date; provided,
however, that all scheduled payments of principal and interest accrued but not
paid thereon, due on or before the Cut-off Date and collected after the Cut-off
Date shall belong to the Mortgage Loan Seller, and the Purchaser or its
successors or assigns shall promptly remit any such payments to the Mortgage
Loan Seller.
On or prior to the Closing Date, the Mortgage Loan Seller shall
retain a third party vendor reasonably satisfactory to the Controlling Class
Representative to complete the assignment and recordation of the related Loan
Documents, as contemplated by the next sentence. On or promptly following the
Closing Date, the Mortgage Loan Seller shall cause such third party vendor, to
the extent possession of recorded copies of each Mortgage and the documents
described in clauses (iii), (iv), (v), (vi), (vii), (viii), (xi), (xxii) and
(xiii) of Exhibit B have been delivered to it, at the expense of the Mortgage
Loan Seller, (1) to prepare and record (a) each Assignment of Mortgage referred
to in clause (iii) of Exhibit B which has not yet been submitted for recording
and (b) each Assignment of Leases, referred to in clause (v) of Exhibit B (if
not otherwise included in the related Assignment of Mortgage) which has not yet
been submitted for recordation; and (2) to prepare and file each UCC assignment
of financing statement referred to in clause (xiii) of Exhibit B which has not
yet been submitted for filing or recording. The Mortgage Loan Seller shall
direct the related third party vendor to promptly prepare and submit (and in no
event later than 30 Business Days following the receipt of the related documents
in the case of clause 1(a) of the prior sentence and 60 days following the
receipt of the applicable documents in the case of clauses 1(b) and 2 of the
prior sentence) for recording or filing, as the case may be, in the appropriate
public recording or filing office, each such document. In the event that any
such document is lost or returned unrecorded because of a defect therein, the
Mortgage Loan Seller, at its expense, shall promptly prepare a substitute
document for signature by the Purchaser or itself, as applicable, and thereafter
the Mortgage Loan Seller shall cause each such document to be duly recorded or
filed. The Mortgage Loan Seller shall, promptly upon receipt of the original
recorded or filed copy (and in no event later than five Business Days following
such receipt) deliver such original to the Custodian (in the case of each UCC
financing statement or UCC assignment of financing statement, with evidence of
filing or recording thereon). Notwithstanding anything to the contrary contained
in this Section 2, in those instances where the public recording office retains
the original Mortgage, Assignment of Mortgage or Reassignment of Assignment of
Leases, Rents and Profits, if applicable, after any has been recorded, the
obligations hereunder of the Mortgage Loan Seller shall be deemed to have been
satisfied upon delivery to the Custodian of a copy of such Mortgage, Assignment
of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if
applicable, certified by the public recording office to be a true and complete
copy of the recorded original thereof or otherwise with evidence of recording
indicated thereon.
(b) In connection with the Mortgage Loan Seller's assignment
pursuant to subsection (a) above, the Mortgage Loan Seller shall deliver to and
deposit with, or cause to be delivered to and deposited with, the Custodian, on
or before the Closing Date, the documents and/or instruments referred to in
clauses (i), (ii), (ix), (xvi) and (xxiii) of Exhibit B for each Mortgage Loan
so assigned (with originals with respect to clause (i) and copies with respect
to clauses (ii), (ix), (xvi) and (xxiii)) and, within 30 days following the
Closing Date, the remaining applicable documents in Exhibit B for each such
Mortgage Loan with copies to the applicable Servicer.
(c) If the Mortgage Loan Seller cannot deliver, or cause to be
delivered, as to any Mortgage Loan, the original Note, the Mortgage Loan Seller
shall deliver a copy or duplicate original of such Note, together with an
affidavit certifying that the original thereof has been lost or destroyed and an
indemnification in connection therewith in favor of the Trustee.
If the Mortgage Loan Seller cannot deliver, or cause to be
delivered, as to any Mortgage Loan, the original or a copy of any of the
documents and/or instruments referred to in clauses (ii), (iv), (vi), (vii),
(xi), and (xiii) of Exhibit B and the UCC financing statements and UCC
assignments of financing statements referred to in clauses (xi) and (xii) of
Exhibit B, with evidence of recording or filing thereon, solely because of a
delay caused by the public recording or filing office where such document or
instrument has been delivered for recordation or filing, or because such
original recorded or filed document has been lost or returned from the recording
or filing office and subsequently lost, as the case may be, the delivery
requirements of this Section 2(b) shall be deemed to have been satisfied as to
such missing item, and such missing item shall be deemed to have been included
in the related Mortgage File, provided that a copy of such document or
instrument (without evidence of recording or filing thereon, but certified
(which certificate may relate to multiple documents and/or instruments) by the
applicable public recording or filing office, the applicable title insurance
company or by the Mortgage Loan Seller to be a true and complete copy of the
original thereof submitted for recording or filing, as the case may be) has been
delivered to the Trustee within 45 days after the Closing Date, and either the
original of such missing document or instrument, or a copy thereof, with
evidence of recording or filing, as the case may be, thereon, is delivered to or
at the direction of the Purchaser (or any subsequent owner of the affected
Mortgage Loan, including without limitation the Trustee) within 180 days after
the Closing Date (or within such longer period after the Closing Date as the
Purchaser (or such subsequent owner) may consent to, which consent shall not be
unreasonably withheld so long as the Mortgage Loan Seller has provided the
Purchaser (or such subsequent owner) with evidence of such recording or filing,
as the case may be, or has certified to the Purchaser (or such subsequent owner)
as to the occurrence of such recording or filing, as the case may be, and is, as
certified to the Purchaser (or such subsequent owner) no less often than
quarterly, in good faith attempting to obtain from the appropriate public
recording or filing office such original or copy).
If the Mortgage Loan Seller cannot deliver, or cause to be
delivered, as to any Mortgage Loan, the original or a copy of the related
lender's title insurance policy referred to in clause (ix) of Exhibit B solely
because such policy has not yet been issued, the delivery requirements of this
Section 2(b) shall be deemed to be satisfied as to such missing item, and such
missing item shall be deemed to have been included in the related Mortgage File,
provided that the Mortgage Loan Seller has delivered to the Trustee a binder
marked as binding and countersigned by the title insurer or its authorized agent
(which may be a pro forma or specimen title insurance policy which has been
accepted or approved in writing as binding by the related title insurance
company) or an acknowledged closing instruction or escrow letter, and the
Mortgage Loan Seller shall deliver to or at the direction of the Purchaser (or
any subsequent owner of the affected Mortgage Loan, including without limitation
the Trustee), promptly following the receipt thereof, the original related
lender's title insurance policy (or a copy thereof). In addition,
notwithstanding anything to the contrary contained herein, if there exists with
respect to any group of related cross-collateralized Mortgage Loans only one
original of any document referred to in Exhibit B covering all the Mortgage
Loans in such group, then the inclusion of the original of such document in the
Mortgage File for any of the Mortgage Loans in such group shall be deemed an
inclusion of such original in the Mortgage File for each such Mortgage Loan. On
the Closing Date, upon (i) notification from the Mortgage Loan Seller that the
purchase price referred to in Section 1 has been received by the Mortgage Loan
Seller and (ii) the issuance of the Certificates, the Purchaser shall be
authorized to release to the Trustee or its designee all of the Mortgage Files
in the Purchaser's possession relating to the Mortgage Loans.
Notwithstanding anything herein to the contrary, with respect to the
documents referred to in clause (xxiii) on Exhibit B, the applicable Servicer
shall hold the original of each such document in trust on behalf of the Trustee
in order to draw on such letter of credit on behalf of the Trust and the
Mortgage Loan Seller shall be deemed to have satisfied the delivery requirements
of this Agreement by delivering the original of each such document to the
applicable Servicer. The Mortgage Loan Seller shall pay any costs of assignment
or amendment of such letter of credit required (which assignment or amendment
shall change the beneficiary of the letter of credit to the Trust in care of the
applicable Servicer) in order for the applicable Servicer to draw on such letter
of credit on behalf of the Trust. In the event that the documents specified in
clause (xix) on Exhibit B are missing because the related assignment or
amendment documents have not been completed, the Mortgage Loan Seller shall take
all reasonably necessary steps to enable the applicable Servicer to draw on the
related letter of credit on behalf of the Trust including, if necessary, drawing
on the letter of credit in its own name pursuant to written instructions from
the applicable Servicer and immediately remitting such funds (or causing such
funds to be remitted) to the applicable Servicer.
Contemporaneously with the execution of this Agreement by the
Purchaser and the Mortgage Loan Seller, the Mortgage Loan Seller shall deliver a
power of attorney to each of the Servicers and the Special Servicer at the
direction of the Controlling Class Representative or its assignees, to take such
other action as is necessary to effect the delivery, assignment and/or
recordation of any documents and/or instruments relating to any Mortgage Loan
which have not been delivered, assigned or recorded at the time required for
enforcement by the Trust Fund. The Mortgage Loan Seller will be required to
effect at its expense the assignment and recordation of its Loan Documents until
the assignment and recordation of all such Loan Documents has been completed.
(d) As to each Mortgage Loan, the Mortgage Loan Seller shall be
responsible for all costs associated with the recording or filing, as the case
may be, of each assignment referred to in clauses (iii) and (v) of Exhibit B and
each UCC-2 and UCC-3 assignment of financing statement, if any, referred to in
clause (xii) of Exhibit B. If any such document or instrument is lost or
returned unrecorded or unfiled, as the case may be, because of a defect therein,
the Mortgage Loan Seller shall promptly prepare or cause the preparation of a
substitute therefor or cure or cause the curing of such defect, as the case may
be, and shall thereafter deliver the substitute or corrected document to or at
the direction of the Purchaser (or any subsequent owner of the affected Mortgage
Loan, including without limitation the Trustee) for recording or filing, as
appropriate, at the Mortgage Loan Seller's expense.
(e) Except as provided below, all documents and records in the
Mortgage Loan Seller's possession (or under its control) relating to the
Mortgage Loans that are not required to be a part of a Mortgage File in
accordance with Exhibit B but that are reasonably required to service the
Mortgage Loans (all such other documents and records, including Environmental
Reports, as to any Mortgage Loan, the "Servicing File"), together with all
escrow payments, reserve funds and other comparable funds in the possession of
the Mortgage Loan Seller (or under its control) with respect to the Mortgage
Loans, shall (unless they are held by a sub-servicer that shall, as of the
Closing Date, begin acting on behalf of the applicable Servicer pursuant to a
written agreement between such parties) be delivered by the Mortgage Loan Seller
(or its agent) to the Purchaser (or its designee) no later than the Closing
Date; provided, however, the Mortgage Loan Seller shall not be required to
deliver, and the Servicing File shall not be deemed to include drafts of Loan
Documents, attorney-client or internal communications of the Mortgage Loan
Seller or its affiliates or Mortgage Loan Seller's credit underwriting or due
diligence analyses or related data (as distinguished from Environmental Reports,
financial statements, credit reports, title reports, structural and engineering
reports, appraisals and other reports, analyses or data provided by the
Borrowers or third parties other than the Mortgage Loan Seller's attorneys). If
a sub-servicer shall, as of the Closing Date, begin acting on behalf of the
applicable Servicer with respect to any Mortgage Loan pursuant to a written
agreement between such parties, the Mortgage Loan Seller or its agent shall
deliver a copy of the related Servicing File to the applicable Servicer.
(f) Each of the Mortgage Loan Seller's and the Purchaser's records
will reflect the transfer of the Mortgage Loans to the Purchaser as a sale,
including for accounting purposes. Following the transfer of the Mortgage Loans
to the Purchaser, the Mortgage Loan Seller will not take any action inconsistent
with the ownership of the Mortgage Loans by the Purchaser or its assignees.
(g) Furthermore, it is the express intent of the parties hereto that
the conveyance of the Mortgage Loans by Mortgage Loan Seller to Purchaser as
provided in this Agreement be, and be construed as, a sale of the Mortgage Loans
by Mortgage Loan Seller to Purchaser and not a pledge of the Mortgage Loans by
Mortgage Loan Seller to Purchaser to secure a debt or other obligation of
Mortgage Loan Seller.
(h) It is further acknowledged and agreed by the Mortgage Loan
Seller that the Purchaser intends to convey all right, title and interest of the
Purchaser in and to the Mortgage Loans and all rights and remedies under this
Agreement (excluding the Purchaser's rights and remedies under Section 9 below
and the Indemnification Agreement dated as of April 26, 2007, among the Mortgage
Loan Seller, the Depositor and the Underwriters (the "GECC Indemnification
Agreement")) to the Trustee on behalf of the Certificateholders, including,
without limitation, all rights and remedies as may be available under Section 6
to the Purchaser in the event of a material Breach or a material Defect;
provided, that the Trustee on behalf of the Certificateholders shall be a
third-party beneficiary of this Agreement and shall be entitled to enforce any
obligations of the Mortgage Loan Seller hereunder in connection with a material
Breach or a material Defect as if the Trustee on behalf of the
Certificateholders had been an original party to this Agreement.
SECTION 3. Examination of Mortgage Loan Files and Due Diligence
Review.
The Mortgage Loan Seller shall reasonably cooperate with any
examination of the Mortgage Files and Servicing Files that may be undertaken by
or on behalf of the Purchaser. The fact that the Purchaser has conducted or has
failed to conduct any partial or complete examination of the Mortgage Files
and/or Servicing Files shall not affect the Purchaser's right to pursue any
remedy available in equity or at law under Section 6 for a breach of the
Mortgage Loan Seller's representations, warranties and covenants set forth in or
contemplated by Section 4.
SECTION 4. Representations, Warranties and Covenants of the Mortgage
Loan Seller.
(a) The Mortgage Loan Seller hereby makes, as of the date hereof (or
as of such other date specifically provided in the particular representation or
warranty), to and for the benefit of the Purchaser, the Trustee on behalf of the
Certificateholders and the respective successors-in-interest of the Purchaser
and the Trustee (in each case, subject to the limitations on assignment
described in Section 17 hereof), each of the representations and warranties set
forth in Exhibit C subject to the exceptions set forth in Schedule C-1 to
Exhibit C.
(b) In addition, the Mortgage Loan Seller, as of the date hereof,
hereby represents and warrants to, and covenants with, the Purchaser that:
(i) The Mortgage Loan Seller is a corporation, duly organized,
validly existing and in good standing under the laws of the State of
Delaware, and is in compliance with the laws of each State in which any
Mortgaged Property is located to the extent necessary to ensure the
enforceability of each Mortgage Loan and to perform its obligations under
this Agreement.
(ii) The execution and delivery of this Agreement by the Mortgage
Loan Seller, and the performance of, and compliance with, the terms of
this Agreement by the Mortgage Loan Seller, do not violate the Mortgage
Loan Seller's organizational documents or 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 agreement or
other instrument to which it is a party or which is applicable to it or
any of its assets, in each case which materially and adversely affects the
ability of the Mortgage Loan Seller to carry out the transactions
contemplated by this Agreement.
(iii) The Mortgage Loan Seller has the full power and authority to
enter into and consummate all transactions contemplated by this Agreement,
has duly authorized the execution, delivery and performance of this
Agreement, and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by the Purchaser, constitutes a valid, legal and binding
obligation of the Mortgage Loan Seller, enforceable against the Mortgage
Loan Seller in accordance with the terms hereof, subject to (A) applicable
bankruptcy, insolvency, reorganization, receivership, moratorium and other
laws affecting the enforcement of creditors' rights generally, (B) general
principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law, and (C) public policy considerations
underlying the securities laws, to the extent that such public policy
considerations limit the enforceability of the provisions of this
Agreement that purport to provide indemnification or contribution for
securities laws liabilities.
(v) The Mortgage Loan Seller is not in violation of, and its
execution and delivery of this Agreement and its performance of, and
compliance with, the terms of this Agreement do not constitute a violation
of, any law, any judgment, order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or
regulatory authority, which violation, in the Mortgage Loan Seller's good
faith and reasonable judgment, is likely to affect materially and
adversely either the ability of the Mortgage Loan Seller to perform its
obligations under this Agreement or the financial condition of the
Mortgage Loan Seller.
(vi) No litigation is pending or, to the best of the Mortgage Loan
Seller's knowledge, threatened against the Mortgage Loan Seller the
outcome of which, in the Mortgage Loan Seller's good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the
Mortgage Loan Seller to perform its obligations under this Agreement or
the financial condition of the Mortgage Loan Seller.
(vii) The Mortgage Loan Seller has not dealt with any broker,
investment banker, agent or other person, other than the Purchaser, the
Underwriters, the Initial Purchasers, and their respective affiliates,
that may be entitled to any commission or compensation in connection with
the sale of the Mortgage Loans or the consummation of any of the other
transactions contemplated hereby.
(viii) Insofar as it relates to the Mortgage Loans, the information
set forth in Annex A-1 and Annex A-2 to the Prospectus Supplement (as
defined in the GECC Indemnification Agreement) (the "Loan Detail") and, to
the extent consistent therewith, the information set forth on the diskette
attached to the Prospectus Supplement and the accompanying prospectus (the
"Diskette"), is true and correct in all material respects. Insofar as it
relates to the description of the Mortgage Loans and/or the Mortgage Loan
Seller and is not the result of an error by the Depositor or any
Underwriter in the manipulation of, or calculations based upon, or any
aggregation of (other than an aggregation made by the Mortgage Loan
Seller) information contained in the Loan Detail, the information set
forth in Time of Sale Information (as defined in the GECC Indemnification
Agreement), the Memorandum (as defined in the GECC Indemnification
Agreement) (insofar as the Prospectus Supplement is an exhibit thereto)
and in the Prospectus Supplement under the headings "Summary of Terms --
Relevant Parties and Dates --Sponsors," "-- Mortgage Loan Sellers,"
"--Originators," "Summary of Terms -- The Mortgage Pool," "Risk Factors,"
"The Sponsors and Mortgage Loan Sellers" and "Description of the Mortgage
Pool" and the information set forth on Annex A-1 and Annex A-2 and Annex B
to the Prospectus Supplement, and to the extent it contains information
consistent with that on such Annex A-1 and Annex A-2 set forth on the
Diskette, does not (or, in the case of (i) any Time of Sale Information,
when read together with all other Time of Sale Information, and (ii) the
Time of Sale Information, did not as of the Time of Sale (as defined in
the GECC Indemnification Agreement) contain any untrue statement of a
material fact or (in the case of the Memorandum, when read together with
the other information specified therein as being available for review by
investors) omit to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading.
(ix) No consent, approval, authorization or order of, registration
or filing with, or notice to, any governmental authority or court is
required, under federal or state law (including, with respect to any bulk
sale laws), for the execution, delivery and performance of, or compliance
by, the Mortgage Loan Seller with this Agreement, or the consummation by
the Mortgage Loan Seller of any transaction contemplated hereby, other
than (1) the filing or recording of financing statements, instruments of
assignment and other similar documents necessary in connection with the
Mortgage Loan Seller's sale of the Mortgage Loans to the Purchaser, (2)
such consents, approvals, authorizations, qualifications, registrations,
filings or notices as have been obtained, made or given and (3) where the
lack of such consent, approval, authorization, qualification,
registration, filing or notice would not have a material adverse effect on
the performance by the Mortgage Loan Seller under this Agreement.
(c) Upon discovery by any of the Mortgage Loan Seller or the parties
to the Pooling and Servicing Agreement of a breach of any of the representations
and warranties made pursuant to and set forth in subsection (b) above which
materially and adversely affects the interests of the Purchaser or a breach of
any of the representations and warranties made pursuant to subsection (a) above
and set forth in Exhibit C which materially and adversely affects the value of
any Mortgage Loan, the value of the related Mortgaged Property or the interests
therein of the Purchaser, the Trustee on behalf of the Certificateholders or any
Certificateholder, the party discovering such breach shall give prompt written
notice to the Mortgage Loan Seller and/or the other parties, as applicable.
SECTION 5. Representations, Warranties and Covenants of the
Purchaser.
(a) The Purchaser, as of the date hereof, hereby represents and
warrants to, and covenants with, the Mortgage Loan Seller that:
(i) The Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of State of Delaware.
(ii) The execution and delivery of this Agreement by the Purchaser,
and the performance of, and compliance with, the terms of this Agreement
by the Purchaser, do not violate the Purchaser's organizational documents
or 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 agreement or other instrument to which it is a party or which
is applicable to it or any of its assets.
(iii) The Purchaser has the full power and authority to enter into
and consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and
has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by the Mortgage Loan Seller, constitutes a valid, legal and
binding obligation of the Purchaser, enforceable against the Purchaser in
accordance with the terms hereof, subject to (A) applicable bankruptcy,
insolvency, reorganization, receivership, moratorium and other laws
affecting the enforcement of creditors' rights generally, and (B) general
principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law.
(v) The Purchaser is not in violation of, and its execution and
delivery of this Agreement and its performance of, and compliance with,
the terms of this Agreement will not constitute a violation of, any law,
any judgment, order or decree of any court or arbiter, or any order,
regulation or demand of any federal, state or local governmental or
regulatory authority, which violation, in the Purchaser's good faith and
reasonable judgment, is likely to affect materially and adversely either
the ability of the Purchaser to perform its obligations under this
Agreement or the financial condition of the Purchaser.
(vi) No litigation is pending or, to the best of the Purchaser's
knowledge, threatened against the Purchaser which would prohibit the
Purchaser from entering into this Agreement or, in the Purchaser's good
faith and reasonable judgment, is likely to materially and adversely
affect either the ability of the Purchaser to perform its obligations
under this Agreement or the financial condition of the Purchaser.
(vii) The Purchaser has not dealt with any broker, investment
banker, agent or other person, other than the Mortgage Loan Seller, the
Underwriters, the Initial Purchasers and their respective affiliates, that
may be entitled to any commission or compensation in connection with the
sale of the Mortgage Loans or the consummation of any of the transactions
contemplated hereby.
(viii) No consent, approval, authorization or order of, registration
or filing with, or notice to, any governmental authority or court is
required, under federal or state law, for the Purchaser's execution,
delivery and performance of or compliance by the Purchaser with this
Agreement, or the consummation by the Purchaser of any transaction
contemplated hereby, other than (1) such consents, approvals,
authorizations, qualifications, registrations, filings or notices as have
been obtained, made or given and (2) where the lack of such consent,
approval, authorization, qualification, registration, filing or notice
would not have a material adverse effect on the performance by the
Purchaser under this Agreement.
(b) Upon discovery by any of the parties hereto of a breach of any
of the representations and warranties set forth above which materially and
adversely affects the interests of the Mortgage Loan Seller, the party
discovering such breach shall give prompt written notice to the other party
hereto.
SECTION 6. Repurchases; Substitutions.
(a) If any of the Servicers, the Special Servicer or the Trustee
discovers or receives notice of a defect in any Mortgage File (a "Defect") or a
breach of any representation or warranty set forth in, or required to be made
with respect to a Mortgage Loan by the Mortgage Loan Seller pursuant to, the
related Mortgage Loan Purchase Agreement (a "Breach"), which Defect or Breach,
as the case may be, (which notice shall be in addition to any Trustee Exception
Report) affects the value of any Mortgage Loan or the interests of any
Certificateholders therein, the Servicers, the Special Servicer or the Trustee,
as applicable, shall give prompt written notice of such Defect or Breach, as the
case may be, (which notice shall be in addition to any Trustee Exception Report)
to the Depositor, each Rating Agency, the Servicers, the Special Servicer, the
Mortgage Loan Seller, the Trustee, the Directing Certificateholder, the holder
of any Serviced Companion Loan and the applicable Servicer or the Special
Servicer (in the case of Specially Serviced Mortgage Loans) shall request that
the Mortgage Loan Seller, not later than the earlier of 90 days from the
Mortgage Loan Seller's receipt of such notice or the Mortgage Loan Seller's
discovery of such Breach, (i) cure such Defect or Breach, as the case may be, in
all material respects, (ii) repurchase the affected Mortgage Loan at the
applicable Purchase Price or in conformity with the applicable Mortgage Loan
Purchase Agreement or (iii) substitute a Qualified Substitute Mortgage Loan for
such affected Mortgage Loan (provided that in no event shall any such
substitution occur later than the second anniversary of the Closing Date) and
pay the applicable Servicer for deposit into the Certificate Account, any
Substitution Shortfall Amount in connection therewith; provided, however, that
if such Breach and Defect is capable of being cured but not within such 90-day
period, and the Mortgage Loan Seller has commenced and is diligently proceeding
with the cure of such Breach or Defect within such 90-day period, the Mortgage
Loan Seller shall have an additional 90 days to complete such cure (or, failing
such cure, to repurchase the related Mortgage Loan or substitute a Qualified
Substitute Mortgage Loan) and provided, further, that with respect to such
additional 90-day period, the Mortgage Loan Seller shall have delivered an
Officer's Certificate to the Rating Agencies, the applicable Servicer, the
Special Servicer and the Trustee setting forth the reason such Breach or Defect
is not capable of being cured within the initial 90-day period and what actions
the Mortgage Loan Seller is pursuing in connection with the cure thereof and
stating that the Mortgage Loan Seller anticipates that such Breach or Defect
will be cured within the additional 90-day period. Notwithstanding the
foregoing, any Defect or Breach which causes any Mortgage Loan not to be a
"qualified mortgage" (within the meaning of Section 860G(a)(3) of the Code,
without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) which
causes a defective Mortgage Loan to be treated as a qualified mortgage) shall be
deemed to materially and adversely affect the interest of Certificateholders
therein, and such Mortgage Loan shall be repurchased no later than the earlier
of 90 days from the Mortgage Loan Seller's receipt of a notice of such Defect or
Breach or the Mortgage Loan Seller's discovery of such Breach or Defect. If the
affected Mortgage Loan is to be repurchased, the funds in the amount of the
Purchase Price are to be deposited by wire transfer in the Certificate Account.
Notwithstanding the foregoing, if a Mortgage Loan is not secured by a hotel,
restaurant (operated by the Mortgagor), healthcare facility, nursing home,
assisted living facility, self-storage facility, theatre (as sole collateral),
mobile home park or fitness center (operated by the Mortgagor) property, then
the failure to deliver to the Trustee copies of the UCC Financing Statements
with respect to such Mortgage Loan shall not be a material Defect or material
Breach.
If one or more (but not all) of the Mortgage Loans constituting a
Cross-Collateralized Group are to be repurchased by the Mortgage Loan Seller as
contemplated by this Section 6, then, prior to the subject repurchase, the
Mortgage Loan Seller or its designee, as the case may be, shall use its
reasonable efforts, subject to the terms of the related Mortgage Loan(s), to
prepare and, to the extent necessary and appropriate, have executed by the
related Mortgagor and record, such documentation as may be necessary to
terminate the cross-collateralization between the Mortgage Loan(s) in such
Cross-Collateralized Group that are to be repurchased, on the one hand, and the
remaining Mortgage Loan(s) 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;
provided that no such termination shall be effected unless and until the
Directing Certificateholder, if one is then acting, has consented in its sole
discretion and the Trustee has received from the Mortgage Loan Seller, as the
case may be, (i) an Opinion of Counsel to the effect that such termination would
not cause an Adverse REMIC Event to occur and (ii) written confirmation from
each Rating Agency that such termination will not result in a downgrade,
qualification or withdrawal of the then-current rating of the Certificates or
any Serviced Companion Loan Securities that are currently being rated by such
Rating Agency; and provided, further, that the Mortgage Loan Seller, in the case
of the related Mortgage Loans, may, at its option and within 30 days, purchase
the entire subject Cross-Collateralized Group in lieu of effecting a termination
of the cross-collateralization. All costs and expenses incurred by the Trustee
or any Person acting on its behalf pursuant to this paragraph shall be included
in the calculation of the Purchase Price for the Mortgage Loan(s) to be
repurchased. If the cross-collateralization of any Cross-Collateralized Group
cannot be terminated as contemplated by this paragraph, then, for purposes of
(i) determining the materiality of any Breach or Defect, as the case may be, and
(ii) the application of remedies, such Breach or Defect shall be treated as a
Breach or Defect as to each Mortgage Loan in the Cross-Collateralized Group and
such Cross-Collateralized Group shall be treated as a single Mortgage Loan.
Solely for the purpose of complying with the REMIC Provisions, the Mortgagors of
any Cross-Collateralized Group are intended third-party beneficiaries of a
release of cross-collateralization that is permitted by the provisions of this
paragraph, and the provisions of this paragraph may not be amended without the
consent of all such Mortgagors, provided, however, that such Mortgagors shall
not be third-party beneficiaries of any other provision of this Agreement and
shall have no rights with respect to this Agreement except as set forth in this
paragraph. In addition, the foregoing paragraph shall not impose any additional
obligations on the Servicers or the Special Servicer with respect to any
Mortgagors.
(b) In connection with any repurchase of a Mortgage Loan
contemplated by this Section 6, the Trustee, the Servicers (with respect to any
such Mortgage Loan other than a Specially Serviced Mortgage Loan) and the
Special Servicer (with respect to any such Mortgage Loan that is a Specially
Serviced Mortgage Loan) shall each tender to the Mortgage Loan Seller, upon
delivery (i) to each of the Servicers or the Special Servicer, as applicable, of
a trust receipt and (ii) to the Trustee by the Servicers or the Special
Servicer, as applicable, of a Request for Release and an acknowledgement by such
Servicer or Special Servicer, as applicable, of its receipt of the Purchase
Price executed by the Mortgage Loan Seller, all portions of the Mortgage File
and other documents pertaining to such Mortgage Loan possessed by it, and each
document that constitutes a part of the Mortgage File that was endorsed or
assigned to the Trustee shall be endorsed or assigned in the form of endorsement
or assignment provided to the Trustee by the Mortgage Loan Seller, as the case
may be, to the Mortgage Loan Seller in the same manner as provided in this
Section 6; provided, however, that the applicable Servicer or Special Servicer,
as applicable, shall use reasonable efforts to cooperate in furnishing necessary
information to the Mortgage Loan Seller in connection with such Mortgage Loan
Seller's preparation of such endorsement or assignment.
(c) This Section 6 provides the sole remedy available to the
Certificateholders, or the Trustee on behalf of the Certificateholders,
respecting any Defect in a Mortgage File or any Breach of any representation or
warranty set forth in or required to be made pursuant to this Section 6.
(d) The Special Servicer shall, for the benefit of the
Certificateholders and the Trustee (as holder of the Uncertificated Lower-Tier
Interests, the Class A-MFL Regular Interest and the Class A-JFL Regular
Interest), enforce the obligations of the Mortgage Loan Seller under this
Section 6. Such enforcement, including, without limitation, the legal
prosecution of claims, shall be carried out in accordance with the Servicing
Standard.
SECTION 7. Closing.
The closing of the purchase and 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:
(i) All of the representations and warranties of the Mortgage Loan
Seller and the Purchaser specified herein shall be true and correct as of
the Closing Date, and the Aggregate Cut-off Date Balance shall be within
the range permitted by Section 1 of this Agreement;
(ii) All documents specified in Section 8 (the "Closing Documents"),
in such forms as are agreed upon and acceptable to the Purchaser and, in
the case of the Pooling and Servicing Agreement (insofar as such Agreement
affects the obligations of the Mortgage Loan Seller hereunder) and other
documents to be delivered by or on behalf of the Purchaser, to the
Mortgage Loan Seller, shall be duly executed and delivered by all
signatories as required pursuant to the respective terms thereof;
(iii) The Mortgage Loan Seller shall have delivered and released to
the Trustee, the Purchaser or the Purchaser's designee, as the case may
be, all documents and funds required to be so delivered on or before the
Closing Date pursuant to Section 2;
(iv) The result of any examination of the Mortgage Files and
Servicing Files performed by or on behalf of the Purchaser pursuant to
Section 3 shall be satisfactory to the Purchaser in its reasonable
determination;
(v) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with,
and the Mortgage Loan 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;
(vi) The Mortgage Loan Seller shall have received the Mortgage Loan
Purchase Price, and the Mortgage Loan Seller shall have paid or agreed to
pay all fees, costs and expenses payable by it to the Purchaser pursuant
to this Agreement; and
(vii) 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 8. Closing Documents.
The Closing Documents shall consist of the following:
(a) This Agreement and a xxxx of sale duly executed and delivered by
the Purchaser and the Mortgage Loan Seller;
(b) An Officer's Certificate substantially in the form of Exhibit D
hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan
Seller, and dated the Closing Date, and upon which the Purchaser, the Initial
Purchasers and each Underwriter may rely, attaching thereto as exhibits the
certificate of incorporation and the By-Laws of the Mortgage Loan Seller;
(c) A certificate of good standing regarding the Mortgage Loan
Seller from the Secretary of State for the State of Delaware, dated not earlier
than 30 days prior to the Closing Date;
(d) Written opinions of counsel (which may include opinions of
in-house counsel, outside counsel or a combination thereof) for the Mortgage
Loan Seller, in form reasonably acceptable to counsel for the Purchaser and
subject to such reasonable assumptions and qualifications as may be requested by
counsel for the Mortgage Loan Seller and acceptable to counsel for the
Purchaser, dated the Closing Date and addressed to the Purchaser, the Initial
Purchasers and each Underwriter;
(e) Any other opinions of counsel for the Mortgage Loan Seller
reasonably requested by the Rating Agencies in connection with the issuance of
the Certificates, each of which shall include the Purchaser, the Initial
Purchasers and each Underwriter as an addressee; and
(f) Such further certificates, opinions and documents as the
Purchaser may reasonably request.
SECTION 9. Costs.
The Mortgage Loan Seller shall pay (or shall reimburse the Purchaser
to the extent that the Purchaser has paid) (a) the fees and expenses of counsel
to the Mortgage Loan Seller, (b) the expenses of filing or recording UCC
assignments of financing statements, assignments of Mortgage and Reassignments
of Assignments of Leases, Rents and Profits with respect to the Mortgage Loans
as contemplated by Article 2 of the Pooling and Servicing Agreement and (c) on
the Closing Date, the Mortgage Loan Seller's pro rata portion of the aggregate
of the following amounts (the Mortgage Loan Seller's pro rata portion to be
determined according to the percentage that the aggregate principal balance of
the Mortgage Loans as of the Cut-off Date represents of the aggregate principal
balance of the Mortgage Loans and the Other Mortgage Loans as of the Cut-off
Date): (i) the costs and expenses of printing (or otherwise reproducing) and
delivering a preliminary and final Prospectus relating to the Certificates; (ii)
the up front fees, costs, and expenses of the Trustee (including reasonable
attorneys' fees) incurred in connection with the Trustee entering into and
performing certain of its obligations under the Pooling and Servicing Agreement;
(iii) the filing fee charged by the Securities and Exchange Commission for
registration of the Certificates so registered; (iv) the fees charged by the
Rating Agencies to rate the Certificates so rated; (v) the fees and expenses of
counsel to the Underwriters; (vi) the fees and expenses of counsel to the
Purchaser; (vii) the fees and expenses of counsel to the applicable Servicer;
(viii) the cost of obtaining a "comfort letter" from a firm of certified public
accountants selected by the Purchaser and the Mortgage Loan Seller with respect
to numerical information in respect of the Mortgage Loans and the Other Mortgage
Loans included in the Prospectus; and (ix) other miscellaneous costs and
expenses agreed upon by the parties hereto. All other costs and expenses in
connection with the transactions contemplated hereunder shall be borne by the
party incurring such expense.
SECTION 10. Notices.
All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if (a) personally delivered,
(b) mailed by registered or certified mail, postage prepaid and received by the
addressee, (c) sent by overnight mail or courier service and received by the
addressee or (d) transmitted by facsimile (or any other type of electronic
transmission agreed upon by the parties) and confirmed by a writing delivered by
any of the means described in (a), (b) or (c), if (i) to the Purchaser,
addressed c/o General Electric Capital Corporation, 000 Xxxx Xxxxxx, 0xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxx, Managing Director, facsimile
no. (000) 000-0000, with a copy to Xxxxx Xxxxxxxxxx, facsimile no. (972)
728-7650 and with a copy to Xxxxxxxx X. XxXxxx, Esq., General Electric capital
Corporation, 000 Xxxx Xxxxx Xx., Xxxxxxxx, Xxxxxxxxxxx 00000, facsimile no.
(000) 000-0000 (or such other address or facsimile number as may hereafter be
furnished in writing by the Purchaser); and if (ii) to the Mortgage Loan Seller,
addressed to General Electric Capital Corporation, 000 Xxxx Xxxxxx, 0xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxx, Managing Director, facsimile
no. (000) 000-0000, with a copy to Xxxxx Xxxxxxxxxx, facsimile no. (972)
728-7650 and with a copy to Xxxxxxxx X. XxXxxx, Esq., General Electric capital
Corporation, 000 Xxxx Xxxxx Xx., Xxxxxxxx, Xxxxxxxxxxx 00000, facsimile no.
(000) 000-0000 (or such other address or facsimile number as may hereafter be
furnished in writing by the Mortgage Loan Seller).
SECTION 11. Notice of Exchange Act Reportable Events.
The Mortgage Loan Seller hereby agrees to deliver to the Purchaser
and the Trustee any disclosure information relating to any event, specifically
relating to the Mortgage Loan Seller, reasonably determined in good faith by the
Purchaser as required to be reported on Form 8-K, Form 10-D or Form 10-K by the
Trust Fund (in formatting reasonably appropriate for inclusion in such form),
insofar as such disclosure is required under Items 1117 and 1119 of Regulation
AB and Item 1.03 to Form 8-K. The Mortgage Loan Seller shall use reasonable
efforts to deliver proposed disclosure language relating to any event,
specifically relating to the Mortgage Loan Seller, described under Items 1117
and 1119 of Regulation AB and Item 1.03 to Form 8-K to the Trustee and the
Purchaser as soon as reasonably practicable after the Mortgage Loan Seller
becomes aware of such event and in no event more than two business days
following the occurrence of such event if such event is reportable under Item
1.03 to Form 8-K. The obligation of the Mortgage Loan Seller to provide the
above referenced disclosure materials will terminate upon notice or other
written confirmation from the Purchaser or the Trustee that the Trustee has
filed a Form 15 with respect to the Trust Fund as to that fiscal year in
accordance with Section 10.10(a) of the Pooling and Servicing Agreement or the
reporting requirements with respect to the Trust under the Securities Exchange
Act of 1934 have otherwise automatically suspended. The Mortgage Loan Seller
hereby acknowledges that the information to be provided by it pursuant to this
Section will be used in the preparation of reports meeting the reporting
requirements of the Trust under Section 13(a) and/or Section 15(d) of the
Securities Exchange Act of 1934, as amended.
SECTION 12. 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 Mortgage Loan Seller submitted pursuant hereto, shall remain
operative and in full force and effect and shall survive delivery of the
Mortgage Loans by the Mortgage Loan Seller to the Purchaser or its designee.
SECTION 13. 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 14. Counterparts.
This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
SECTION 15. GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND
RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN ACCORDANCE WITH THE
INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES EXCEPT THAT THE PARTIES HERETO INTEND THAT THE PROVISIONS OF
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS
AGREEMENT.
SECTION 16. Further Assurances.
The Mortgage Loan 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 17. Successors and Assigns.
The rights and obligations of the Mortgage Loan Seller under this
Agreement shall not be assigned by the Mortgage Loan Seller without the prior
written consent of the Purchaser, except that any person into which the Mortgage
Loan Seller may be merged or consolidated, or any corporation or other entity
resulting from any merger, conversion or consolidation to which the Mortgage
Loan Seller is a party, or any person succeeding to all or substantially all of
the business of the Mortgage Loan Seller, shall be the successor to the Mortgage
Loan Seller hereunder. The Purchaser has the right to assign its interest under
this Agreement, in whole or in part (excluding the Purchaser's rights and
remedies under Section 6 and the GECC Indemnification Agreement), to the
Trustee, for the benefit of the Certificateholders, as may be required to effect
the purposes of the Pooling and Servicing Agreement and, upon such assignment,
the Trustee shall, to the extent of such assignment, succeed to the rights and
obligations hereunder of the Purchaser, provided that the Trustee shall have no
right to further assign such rights to any other Person. Subject to the
foregoing, this Agreement shall bind and inure to the benefit of and be
enforceable by the Mortgage Loan Seller and the Purchaser, and their permitted
successors and permitted assigns.
SECTION 18. Amendments.
No term or provision of this Agreement may be amended, waived,
modified or in any way altered, unless such amendment, waiver, modification or
alteration is in writing and signed by a duly authorized officer of the party
against whom such amendment, waiver, modification or alteration is sought to be
enforced.
[SIGNATURES COMMENCE ON THE FOLLOWING PAGE]
IN WITNESS WHEREOF, the Mortgage Loan 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.
GE COMMERCIAL MORTGAGE CORPORATION
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxx
---------------------------------------
Title: Authorized Signatory
--------------------------------------
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxx
---------------------------------------
Title: Authorized Signatory
--------------------------------------
EXHIBIT A
MORTGAGE LOAN SCHEDULE
GE Commercial Mortgage Corporation (the "Depositor") has filed a registration
statement (including a prospectus) (SEC File no. 333-130174) with the SEC for
the new offering to which this free writing prospectus relates. Before you
invest, you should read the prospectus in that registration statement and other
documents the Depositor has filed with the SEC for more complete information
about the Depositor, the issuing entity, and this offering. You may get these
documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx.
Alternatively, the Depositor, any underwriter, or any dealer participating in
the offering will arrange to send you the prospectus if you request it by
calling 1-800-294-1322 or by email to the following address:
xx.xxxxxxxxxx_xxxxxxxxxxxx@xxxxxxxxxxxxxx.xxx.
----------------------------------------------
This free writing prospectus does not contain all information that is required
to be included in a prospectus required to be filed as part of a registration
statement. This free writing prospectus is not an offer to sell or a
solicitation of an offer to buy these securities in any state where such offer,
solicitation or sale is not permitted.
The information in this free writing prospectus, if conveyed prior to the time
of your contractual commitment to purchase any of the Certificates, supersedes
any conflicting information contained in any prior similar materials relating to
the Certificates. The information in this free writing prospectus may be amended
or supplemented. This free writing prospectus is being delivered to you solely
to provide you with information about the offering of the Certificates referred
to in this free writing prospectus and to solicit an offer to purchase the
Certificates, when, as and if issued. Any such offer to purchase made by you
will not constitute a contractual commitment by you to purchase or give rise to
an obligation by the underwriters to sell any of the Certificates, until the
underwriters have accepted your offer to purchase Certificates; any "indications
of interest" expressed by you, and any "soft circles" generated by us, will not
create binding contractual obligations for you or us.
You are advised that the terms of the Certificates, and the characteristics of
the mortgage loan pool backing them, may change (due, among other things, to the
possibility that mortgage loans that comprise the pool may become delinquent or
defaulted or may be removed or replaced and that similar or different mortgage
loans may be added to the pool, and that one or more classes of Certificates may
be split, combined or eliminated), at any time prior to the time sales to
purchasers of the Certificates will first be made. You are advised that
Certificates may not be issued that have the characteristics described in these
materials. The underwriter's obligation to sell such Certificates to you is
conditioned on the mortgage loans and Certificates having the characteristics
described in these materials. If a material change does occur with respect to
such Certificates, our contract will terminate, by its terms, without any
further obligation or liability between us (an "Automatic Termination"). If an
Automatic Termination does occur, the underwriter will notify you, and neither
the issuer nor any underwriter will have any obligation to you to deliver all or
any portion of the Certificates which you have committed to purchase, and none
of the issuer nor any underwriter will be liable for any costs or damages
whatsoever arising from or related to such non-delivery.
This free writing prospectus was prepared on the basis of certain assumptions
(including, in certain cases, assumptions specified by the recipient hereof)
regarding the pool assets and structure, including payments, interest rates,
weighted average lives and weighted average loan age, loss, spreads, market
availability and other matters. The actual amount, rate or timing of payments on
any of the underlying assets may be different, and sometimes materially
different than anticipated, and therefore the pricing, payment or yield
information regarding the Certificates may be different from the information
provided herein. There can be no assurance that actual pricing will be completed
at the indicated value(s). In addition, pricing of the Certificates may vary
significantly from the information contained in this free writing prospectus as
a result of various factors, including, without limitation, prevailing credit
spreads, market positioning, financing costs, hedging costs and risk and use of
capital and prof of the information in this free writing prospectus for your
purposes.
IRS CIRCULAR 230 NOTICE
THIS FREE WRITING PROSPECTUS IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT
BE USED, FOR THE PURPOSE OF AVOIDING U.S. FEDERAL, STATE OR LOCAL TAX PENALTIES.
THIS FREE WRITING PROSPECTUS IS WRITTEN AND PROVIDED BY THE UNDERWRITERS IN
CONNECTION WITH THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS
ADDRESSED HEREIN. INVESTORS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR
CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
____________________________________
GE COMMERCIAL MORTGAGE CORPORATION, SERIES 0000-X0
XXXXX X-0 - XXXXXXX CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED
PROPERTIES
-----------------------------------------------------------------------
% of % of Applicable Mortgage
Initial Pool Loan Group Loan Group # of Loan
Loan No. Property Name (1) Balance One or Two Balance Properties Seller (2)
------------------------------------------------------------------------------------------------------------------------------------
2 Wolfchase Galleria 5.69% 1 7.75% 1 GECC
12 Galleria Officentre 2.27% 1 3.09% 1 GECC
26 Sealy NW Business Center 0.73% 1 0.99% 1 GECC
44 Xxxxxxx Pointe 0.42% 1 0.57% 1 GECC
57 Xxxxxx Providence 0.37% 2 1.37% 0 XXXX
00 Xxxxx Xxxxxxx 0.36% 2 1.35% 1 GECC
Rollup Juniper Portfolio 0.35% 2 1.32% 2 GECC
62 Juniper Portfolio-Cumberland 0.24% 2 0.91% 1 GECC
63 Juniper Portfolio-Lakehurst 0.11% 2 0.41% 1 GECC
71 The Pointe at Wimbledon 0.30% 2 1.14% 1 GECC
72 Rialto I & II MHCs 0.30% 2 1.13% 1 GECC
73 Highlands MHC 0.30% 2 1.12% 1 GECC
76 Raymour and Xxxxxxxx- Xxxx of Prussia 0.27% 1 0.37% 1 GECC
77 Remcon Medical Office Portfolio 0.27% 1 0.36% 2 GECC
77.1 Remcon Circle 0.18% 1 0.25% 1 GECC
77.2 Trawood 0.09% 1 0.12% 1 GECC
79 Courtyard Chicago Glenview 0.27% 1 0.36% 1 GECC
80 0000 Xxxx Xxxx 0.26% 2 0.99% 1 GECC
82 Tri Park Portfolio 0.26% 2 0.98% 3 GECC
82.1 Flat Rock Village 0.15% 2 0.57% 0 XXXX
00.0 Xxxxxx Xxxxxx Xxxxxxx 0.06% 2 0.21% 1 GECC
82.3 Voyager Village 0.05% 2 0.20% 1 GECC
87 Nova Stor Self Storage 0.25% 1 0.34% 1 GECC
91 Garden Gate Apartments 0.24% 2 0.89% 1 GECC
92 One Airport Center 0.23% 1 0.32% 1 GECC
96 Summer & Bedford Office 0.23% 1 0.31% 3 GECC
96.1 000 Xxxxxx Xxxxxx 0.11% 1 0.14% 1 GECC
96.2 000 Xxxxxx Xxxxxx 0.08% 1 0.10% 1 GECC
96.3 000 Xxxxxxx Xxxxxx 0.05% 1 0.06% 1 GECC
99 Club Marina MHC 0.22% 2 0.82% 1 GECC
103 North Valley Self Storage 0.20% 1 0.27% 1 GECC
000 Xxxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx 0.19% 1 0.26% 1 GECC
107 North Empire Self Storage 0.19% 1 0.26% 1 GECC
108 Xxxxx Building 0.19% 1 0.26% 1 GECC
112 Flying Star Retail Portfolio 0.18% 1 0.24% 2 GECC
112.1 00000 Xxxxxxxx Xxxxxxxxx 0.11% 1 0.14% 1 GECC
112.2 4022 - 0000 Xxx Xxxxxx Xxxxxxxxx Xxxxxxxxx 0.07% 1 0.10% 1 GECC
000 Xxxxxxxx Xxxxx 0.16% 1 0.22% 1 GECC
118 Xxxx MHP 0.16% 2 0.61% 1 GECC
119 Wachovia Plaza Roll Up 0.16% 1 0.22% 2 GECC
119.1 Wachovia Plaza 0.12% 1 0.17% 1 GECC
119.2 Pine Xxxxx 0.04% 1 0.05% 1 GECC
120 Meadowbrook Apartments 0.16% 2 0.60% 1 GECC
000 Xxxxx Xxxxx 0.16% 1 0.22% 1 GECC
122 Tamarack East MHC 0.16% 2 0.59% 1 GECC
123 Village Xxxx MHC 0.16% 2 0.58% 1 GECC
126 Powers Professional Campus 0.15% 1 0.21% 1 GECC
127 Portland Fairview RV Resort 0.15% 1 0.20% 1 GECC
000 Xxxxxxx Xxxxxx XXX 0.14% 2 0.53% 1 GECC
130 Rivermont Apartments 0.14% 2 0.53% 1 GECC
000 Xxxxxxx xxx Xxxxxxxx - Xxxxxxxxxxxx, XX 0.13% 1 0.18% 1 GECC
135 Harbor Landing 0.13% 1 0.18% 1 GECC
136 Hidden Village MHC 0.13% 2 0.50% 1 GECC
137 Park Apartments Phases I & II 0.13% 2 0.50% 1 GECC
139 Claycreek Mini Storage 0.13% 1 0.17% 1 GECC
142 JMT Warehouse 0.12% 1 0.17% 1 GECC
145 Lady Lake Shoppes 0.12% 1 0.16% 1 GECC
146 Lost Springs Apartments 0.12% 2 0.44% 1 GECC
151 El Monte MHC 0.12% 2 0.44% 1 GECC
000 Xxxxxxx Xxxxxxx 0.11% 1 0.16% 1 GECC
153 Xxxxxxxxx Office Building 0.11% 1 0.16% 1 GECC
154 Xx. Xxx Xxxx Self Storage 0.11% 1 0.16% 1 GECC
158 Xxxxx Industrial Portfolio 0.11% 1 0.15% 1 GECC
000 Xxxxxxxxx Xxxx 0.11% 1 0.15% 1 GECC
000 XxXxxx Xxxx MHC 0.11% 2 0.40% 1 GECC
166 Indian Xxxxx 0.10% 2 0.39% 2 GECC
166.1 Woodlake 0.05% 2 0.20% 1 GECC
166.2 Indian Village 0.05% 2 0.19% 1 GECC
167 Scioto Estates MHC 0.10% 2 0.39% 1 GECC
000 Xxxxxxx Xxxx 0.10% 1 0.13% 1 GECC
172 Walgreens-Grove, OK 0.10% 1 0.13% 1 GECC
000 XXX- Xxxxxx Xxxx 0.09% 1 0.13% 1 GECC
176 Viking Estates MHC 0.09% 2 0.34% 1 GECC
177 Space Savers NW 0.09% 1 0.12% 1 GECC
178 Parkside Station 0.09% 1 0.12% 1 GECC
182 Briarwood MHC 0.08% 2 0.29% 1 GECC
185 Scotts Corner 0.08% 1 0.10% 1 GECC
187 Xxxxx Xxxx Building 0.07% 1 0.10% 1 GECC
194 Doubletree I Apartments 0.06% 2 0.22% 1 GECC
000 Xxxxxxxxxx Xxxx Center 0.06% 1 0.08% 1 GECC
198 Whispering Pines MHC 0.05% 2 0.19% 1 GECC
199 Paradise View Apartments 0.05% 2 0.17% 1 GECC
200 Xxxxxx Manor 0.04% 2 0.17% 1 GECC
Cut-Off General Detailed Interest
Original Date Property Property Interest Administrative Accrual
Loan No. Balance ($) Balance ($)(3) Type Type Rate Cost Rate Basis
------------------------------------------------------------------------------------------------------------------------------------
2 225,000,000 225,000,000 Retail Super Regional Mall 5.6445% 0.02053% Actual/360
12 89,600,000 89,600,000 Office Suburban 5.7800% 0.02053% Actual/360
26 28,750,000 28,750,000 Industrial Office/Warehouse 5.7000% 0.06053% Actual/360
44 16,600,000 16,600,000 Office Suburban 6.1900% 0.02053% Actual/360
57 14,455,000 14,455,000 Multifamily Conventional 6.3000% 0.02053% Actual/360
58 14,200,000 14,200,000 Manufactured Housing Manufactured Housing 5.6200% 0.02053% Actual/360
Rollup 13,880,000 13,880,000 Multifamily Conventional 5.9500% 0.02053% Actual/360
62 9,600,000 9,600,000 Multifamily Conventional 5.9500% 0.02053% Actual/360
63 4,280,000 4,280,000 Multifamily Conventional 5.9500% 0.02053% Actual/360
71 12,000,000 12,000,000 Multifamily Conventional 5.5400% 0.02053% Actual/360
72 11,850,000 11,850,000 Manufactured Housing Manufactured Housing 5.6400% 0.02053% Actual/360
73 11,760,000 11,760,000 Manufactured Housing Manufactured Housing 5.6400% 0.02053% Actual/360
76 10,720,000 10,675,330 Retail Anchored 5.8000% 0.02053% Actual/360
77 10,563,000 10,563,000 Office Medical Office 5.8400% 0.02053% Actual/360
77.1 7,145,559 7,145,559 Office Medical Office
77.2 3,417,441 3,417,441 Office Medical Office
79 10,500,000 10,500,000 Hotel Limited Service 5.9800% 0.02053% Actual/360
80 10,450,000 10,450,000 Multifamily Student Housing 5.5100% 0.02053% Actual/360
82 10,300,000 10,300,000 Manufactured Housing Manufactured Housing 5.5000% 0.02053% Actual/360
82.1 6,000,000 6,000,000 Manufactured Housing Manufactured Housing
82.2 2,200,000 2,200,000 Manufactured Housing Manufactured Housing
82.3 2,100,000 2,100,000 Manufactured Housing Manufactured Housing
87 9,800,000 9,800,000 Self Storage Self Storage 5.7300% 0.02053% Actual/360
91 9,400,000 9,400,000 Multifamily Conventional 5.8300% 0.02053% Actual/360
92 9,150,000 9,150,000 Office Suburban 5.6100% 0.02053% Actual/360
96 9,000,000 9,000,000 Office CBD 5.5300% 0.02053% Actual/360
96.1 4,172,185 4,172,185 Office CBD
96.2 2,980,132 2,980,132 Office CBD
96.3 1,847,682 1,847,682 Office CBD
99 8,575,000 8,575,000 Manufactured Housing Manufactured Housing 5.9200% 0.02053% Actual/360
103 7,760,000 7,760,000 Self Storage Self Storage 5.7300% 0.02053% Actual/360
106 7,600,000 7,600,000 Industrial Office/Warehouse 5.7400% 0.02053% Actual/360
107 7,600,000 7,600,000 Self Storage Self Storage 5.9400% 0.02053% Actual/360
108 7,560,000 7,560,000 Office CBD 5.8400% 0.02053% Actual/360
112 7,025,000 6,982,627 Retail Unanchored 5.7600% 0.02053% Actual/360
112.1 4,215,000 4,189,576 Retail Unanchored
112.2 2,810,000 2,793,051 Retail Unanchored
114 6,513,000 6,513,000 Mixed Use Office/Retail 5.7900% 0.02053% Actual/360
118 6,400,000 6,400,000 Manufactured Housing Manufactured Housing 5.5500% 0.02053% Actual/360
119 6,350,000 6,328,623 Various Various 5.6500% 0.02053% Actual/360
119.1 4,952,201 4,935,530 Office Suburban
119.2 1,397,799 1,393,093 Retail Unanchored
120 6,323,000 6,302,744 Multifamily Conventional 5.9400% 0.02053% Actual/360
121 6,250,000 6,250,000 Retail Unanchored 5.8700% 0.02053% Actual/360
122 6,250,000 6,250,000 Manufactured Housing Manufactured Housing 5.6600% 0.02053% Actual/360
123 6,150,000 6,150,000 Manufactured Housing Manufactured Housing 5.7300% 0.02053% Actual/360
126 6,000,000 6,000,000 Office Medical Office 5.8700% 0.02053% Actual/360
127 5,850,000 5,838,989 Manufactured Housing Manufactured Housing 5.8700% 0.02053% Actual/360
129 5,600,000 5,600,000 Manufactured Housing Manufactured Housing 5.6300% 0.02053% Actual/360
130 5,540,000 5,540,000 Multifamily Conventional 5.6400% 0.07053% Actual/360
133 5,308,000 5,302,212 Industrial Warehouse 5.5200% 0.02053% Actual/360
135 5,250,000 5,250,000 Retail Unanchored 5.8600% 0.02053% Actual/360
136 5,250,000 5,250,000 Manufactured Housing Manufactured Housing 5.7300% 0.02053% Actual/360
137 5,350,000 5,213,842 Multifamily Conventional 5.3500% 0.02053% Actual/360
139 5,040,000 5,040,000 Self Storage Self Storage 5.8400% 0.02053% Actual/360
142 4,905,000 4,905,000 Industrial Warehouse 5.9400% 0.02053% Actual/360
145 4,696,000 4,696,000 Retail Shadow Anchored 5.6600% 0.02053% Actual/360
146 4,750,000 4,629,112 Multifamily Conventional 5.3500% 0.02053% Actual/360
151 4,584,000 4,584,000 Manufactured Housing Manufactured Housing 5.6200% 0.02053% Actual/360
152 4,500,000 4,500,000 Retail Unanchored 5.5500% 0.02053% Actual/360
153 4,500,000 4,500,000 Office Suburban 5.8400% 0.02053% Actual/360
154 4,500,000 4,500,000 Self Storage Self Storage 5.6500% 0.02053% Actual/360
158 4,300,000 4,300,000 Industrial Office/Warehouse 5.7400% 0.02053% Actual/360
159 4,280,000 4,280,000 Office Suburban 5.7200% 0.02053% Actual/360
163 4,200,000 4,186,219 Manufactured Housing Manufactured Housing 5.8000% 0.02053% Actual/360
166 4,100,000 4,100,000 Manufactured Housing Manufactured Housing 5.5000% 0.02053% Actual/360
166.1 2,077,578 2,077,578 Manufactured Housing Manufactured Housing
166.2 2,022,422 2,022,422 Manufactured Housing Manufactured Housing
167 4,100,000 4,100,000 Manufactured Housing Manufactured Housing 5.5100% 0.02053% Actual/360
171 3,800,000 3,800,000 Retail Shadow Anchored 5.8400% 0.02053% Actual/360
172 3,760,000 3,760,000 Retail Anchored 6.2800% 0.02053% Actual/360
175 3,700,000 3,685,847 Retail Shadow Anchored 6.2500% 0.02053% Actual/360
176 3,625,000 3,625,000 Manufactured Housing Manufactured Housing 5.6900% 0.02053% Actual/360
177 3,600,000 3,592,669 Industrial Warehouse 5.5100% 0.02053% Actual/360
178 3,550,000 3,550,000 Retail Unanchored 5.8000% 0.02053% Actual/360
182 3,100,000 3,100,000 Manufactured Housing Manufactured Housing 5.8000% 0.02053% Actual/360
185 3,000,000 2,986,725 Retail Unanchored 5.4800% 0.02053% Actual/360
187 2,800,000 2,800,000 Office Suburban 5.9000% 0.02053% Actual/360
194 2,350,000 2,290,192 Multifamily Conventional 5.3500% 0.02053% Actual/360
195 2,250,000 2,245,812 Retail Shadow Anchored 5.9200% 0.02053% Actual/360
198 2,040,000 2,040,000 Manufactured Housing Manufactured Housing 5.9000% 0.02053% Actual/360
199 1,850,000 1,802,917 Multifamily Conventional 5.3500% 0.02053% Actual/360
200 1,750,000 1,750,000 Manufactured Housing Manufactured Housing 5.9000% 0.02053% Actual/360
Original Stated Remaining Original Remaining First Maturity Annual Monthly
Term to Maturity Term to Maturity Amortization Amortization Payment Date Debt Debt
Loan No. or APD (mos.) or APD (mos.) Term (mos.) Term (mos.) Date or APD Service ($)(4) Service ($)(4)
------------------------------------------------------------------------------------------------------------------------------------
2 120 119 0 0 5/1/2007 4/1/2017 12,876,515.63 1,073,042.97
12 60 59 360 360 5/1/2007 4/1/2012 6,295,081.36 524,590.11
26 60 56 0 0 2/1/2007 1/1/2012 1,661,510.42 138,459.20
44 120 110 360 360 8/1/2006 7/1/2016 1,218,745.88 101,562.16
57 120 110 360 360 8/1/2006 7/1/2016 1,073,670.20 89,472.52
58 120 116 0 0 2/1/2007 1/1/2017 809,123.89 67,426.99
Rollup 60 57 360 360 3/1/2007 2/1/2012 993,263.43 82,771.95
62 60 57 360 360 3/1/2007 2/1/2012 686,983.35 57,248.61
63 60 57 360 360 3/1/2007 2/1/2012 306,280.08 25,523.34
71 120 118 0 0 4/1/2007 3/1/2017 674,033.33 56,169.44
72 120 117 0 0 3/1/2007 2/1/2017 677,622.50 56,468.54
73 120 117 0 0 3/1/2007 2/1/2017 672,476.00 56,039.67
76 120 116 360 356 2/1/2007 1/1/2017 754,799.11 62,899.93
77 120 117 360 360 3/1/2007 2/1/2017 746,976.58 62,248.05
77.1 0.00
77.2 0.00
79 60 56 360 360 2/1/2007 1/1/2012 753,814.27 62,817.86
80 120 115 360 360 1/1/2007 12/1/2016 712,794.38 59,399.53
82 120 116 0 0 2/1/2007 1/1/2017 574,368.06 47,864.00
82.1
82.2
82.3
87 120 119 0 0 5/1/2007 4/1/2017 569,339.17 47,444.93
91 120 118 360 360 4/1/2007 3/1/2017 664,013.95 55,334.50
92 120 117 360 360 3/1/2007 2/1/2017 631,031.27 52,585.94
96 120 116 0 0 2/1/2007 1/1/2017 504,612.50 42,051.04
96.1
96.2
96.3
99 60 57 0 0 3/1/2007 2/1/2012 514,690.56 42,890.88
103 120 119 0 0 5/1/2007 4/1/2017 450,823.67 37,568.64
106 120 116 360 360 2/1/2007 1/1/2017 531,639.23 44,303.27
107 120 117 360 360 3/1/2007 2/1/2017 543,277.00 45,273.08
108 120 115 360 360 1/1/2007 12/1/2016 534,615.45 44,551.29
112 120 116 300 296 2/1/2007 1/1/2017 530,846.24 44,237.19
112.1
112.2
114 120 116 360 360 2/1/2007 1/1/2017 458,085.12 38,173.76
118 120 116 0 0 2/1/2007 1/1/2017 360,133.33 30,011.11
119 120 117 360 357 3/1/2007 2/1/2017 439,853.67 36,654.47
119.1
119.2
120 120 117 360 357 3/1/2007 2/1/2017 451,992.17 37,666.01
121 120 119 360 360 5/1/2007 4/1/2017 443,413.68 36,951.14
122 120 115 0 0 1/1/2007 12/1/2016 358,663.19 29,888.60
123 120 115 0 0 1/1/2007 12/1/2016 357,289.38 29,774.11
126 120 118 0 0 4/1/2007 3/1/2017 357,091.67 29,757.64
127 60 58 360 358 4/1/2007 3/1/2012 415,035.21 34,586.27
129 60 59 0 0 5/1/2007 4/1/2012 319,658.89 26,638.24
130 120 116 360 360 2/1/2007 1/1/2017 383,326.21 31,943.85
133 120 119 360 359 5/1/2007 4/1/2017 362,458.56 30,204.88
135 120 118 0 0 4/1/2007 3/1/2017 311,922.92 25,993.58
136 120 116 0 0 2/1/2007 1/1/2017 305,003.13 25,416.93
137 120 116 120 116 2/1/2007 1/1/2017 691,976.66 57,664.72
139 120 118 360 360 4/1/2007 3/1/2017 356,410.30 29,700.86
142 120 117 360 360 3/1/2007 2/1/2017 350,628.12 29,219.01
145 120 120 0 0 6/1/2007 5/1/2017 269,485.18 22,457.10
146 120 116 120 116 2/1/2007 1/1/2017 614,371.80 51,197.65
151 120 116 0 0 2/1/2007 1/1/2017 261,198.87 21,766.57
152 120 117 360 360 3/1/2007 2/1/2017 308,302.22 25,691.85
153 120 115 0 0 1/1/2007 12/1/2016 266,450.00 22,204.17
154 120 116 0 0 2/1/2007 1/1/2017 257,781.25 21,481.77
158 120 117 360 360 3/1/2007 2/1/2017 300,795.88 25,066.32
159 120 116 360 360 2/1/2007 1/1/2017 298,744.92 24,895.41
163 60 57 360 357 3/1/2007 2/1/2012 295,723.53 24,643.63
166 120 116 0 0 2/1/2007 1/1/2017 228,631.94 19,052.66
166.1
166.2
167 120 116 360 360 2/1/2007 1/1/2017 279,660.95 23,305.08
171 120 116 360 360 2/1/2007 1/1/2017 268,722.05 22,393.50
172 120 117 0 0 3/1/2007 2/1/2017 239,407.56 19,950.63
175 120 116 360 356 2/1/2007 1/1/2017 273,378.44 22,781.54
176 60 59 0 0 5/1/2007 4/1/2012 209,127.26 17,427.27
177 120 118 360 358 4/1/2007 3/1/2017 245,555.96 20,463.00
178 120 120 360 360 6/1/2007 5/1/2017 249,956.79 20,829.73
182 120 116 360 360 2/1/2007 1/1/2017 218,272.13 18,189.34
185 120 116 360 356 2/1/2007 1/1/2017 203,952.53 16,996.04
187 120 116 360 360 2/1/2007 1/1/2017 199,293.87 16,607.82
194 120 116 120 116 2/1/2007 1/1/2017 303,952.36 25,329.36
195 120 118 360 358 4/1/2007 3/1/2017 160,492.56 13,374.38
198 120 116 360 360 2/1/2007 1/1/2017 145,199.82 12,099.98
199 120 116 120 116 2/1/2007 1/1/2017 239,281.65 19,940.14
200 120 116 360 360 2/1/2007 1/1/2017 124,558.67 10,379.89
Remaining Crossed
Interest Only APD With Related
Loan No. Period (mos.) Lockbox (5) (Yes/No) Other Loans Borrower DSCR (4)(6)(7)(8)
------------------------------------------------------------------------------------------------------------------------------------
2 119 Hard No No No 1.23
12 23 Hard No No No 1.27
26 56 No No No No 1.46
44 62 No No No No 1.70
57 50 No No No No 1.24
58 116 No No No GECMC 2007-1 C 1.28
Rollup 33 No No Yes - GECMC 2007-1 C GECMC 2007-1 Q 1.29
62 33 No No Yes - GECMC 2007-1 C GECMC 2007-1 Q 1.29
63 33 No No Yes - GECMC 2007-1 C GECMC 2007-1 Q 1.29
71 118 No No No No 1.46
72 117 No No No GECMC 2007-1 C 1.30
73 117 No No No GECMC 2007-1 C 1.29
76 0 No No No GECMC 2007-1 K 1.38
77 33 No No No No 1.36
77.1
77.2
79 20 No No No No 1.63
80 55 No No No No 1.23
82 116 No No No GECMC 2007-1 N 1.79
82.1
82.2
82.3
87 119 No No No GECMC 2007-1 J 1.34
91 58 No No No No 1.20
92 57 No No No No 1.23
96 116 No No No No 1.83
96.1
96.2
96.3
99 57 No No No No 1.23
103 119 No No No GECMC 2007-1 J 1.31
106 56 No No No No 1.24
107 45 No No No No 1.28
108 67 No No No No 1.37
112 0 No No No No 1.32
112.1
112.2
114 56 No No No GECMC 2007-1 R 1.21
118 116 No No No No 1.37
119 0 No No No No 1.30
119.1
119.2
120 0 No No No No 1.21
121 59 No No No No 1.32
122 115 No No No GECMC 2007-1 H 1.20
123 115 No No No GECMC 2007-1 H 1.22
126 118 No No No No 1.35
127 0 No No No GECMC 2007-1 I 1.28
129 59 No No No GECMC 2007-1 I 1.28
130 56 No No No No 1.15
133 0 No No No GECMC 2007-1 K 1.28
135 118 No No No No 1.46
136 116 No No No GECMC 2007-1 H 1.39
137 0 No No No GECMC 2007-1 O 1.61
139 58 No No No No 1.21
142 33 No No No No 1.24
145 120 No No No No 1.40
146 0 No No No GECMC 2007-1 O 1.37
151 116 No No No GECMC 2007-1 C 1.37
152 57 No No No GECMC 2007-1 R 1.32
153 115 No No No No 1.70
154 116 No No No No 1.99
158 33 Soft at Closing, Springing Hard No No No 1.25
159 20 No No No No 1.33
163 0 No No No GECMC 2007-1 I 1.15
166 116 No No No GECMC 2007-1 N 1.85
166.1
166.2
167 56 No No No No 1.46
171 20 No No No No 1.20
172 117 Hard No No No 1.16
175 0 No No No No 1.24
176 59 No No No GECMC 2007-1 I 1.24
177 0 No No No No 1.63
178 0 No No No No 1.20
182 56 No No No GECMC 2007-1 H 1.15
185 0 No No No No 3.19
187 8 No No No No 1.22
194 0 No No No GECMC 2007-1 O 1.58
195 0 No No No No 1.29
198 56 No No No GECMC 2007-1 T 1.37
199 0 No No No GECMC 2007-1 O 1.72
200 56 No No No GECMC 2007-1 T 1.25
Cut-Off LTV
Grace Payment Appraised Date LTV Ratio at
Loan No. Period Date Value ($)(9) Ratio (7) Maturity/APD (7) Address
------------------------------------------------------------------------------------------------------------------------------------
2 5 1 284,400,000 79.11% 79.11% 0000 Xxxxx Xxxxxxxxxx Xxxxxxx
12 7 1 112,000,000 80.00% 76.96% 100-400 Galleria Officentre
26 5 1 37,300,000 77.08% 77.08% 0000-0000 Xxxxxxx Xxxxxx, 0000-0000 XxxxxXxxx
Xxxxxxx
44 5 1 27,600,000 60.14% 57.25% 8275, 8335 & 0000 Xxxxxx Xxxxxx Xxxxx
57 5 1 19,100,000 75.68% 71.09% 0000 Xxxxxx Xxx Xxxxxx
58 5 1 18,320,000 77.51% 77.51% 0000 Xxxxxx Xxxx
Rollup 5 1 17,350,000 80.00% 78.09% Various
62 5 1 12,000,000 80.00% 78.09% 000 Xxxxxxx Xxxxx
63 5 1 5,350,000 80.00% 78.09% 0000 Xxxxxxxxx Xxxxx
71 5 1 15,000,000 80.00% 80.00% 0000 Xxxxxxxxx Xxxxx
72 5 1 16,160,000 73.33% 73.33% 000 Xxxxx Xxxxxx Xxxxxx
73 5 1 15,150,000 77.62% 77.62% 0000 Xxxxxx Xxxxxx
76 5 1 15,500,000 68.87% 58.31% 000 Xxxx Xxxxxx Xxxx Xxxx
77 5 1 13,600,000 77.67% 69.96% Various
77.1 9,200,000 0000 Xxxxxx Xxxxxx
77.2 4,400,000 0000 Xxxxxxx Xxxxx
79 5 1 16,000,000 65.63% 63.22% 0000 Xxxxxxxxx Xxxxxx
80 5 1 13,200,000 79.17% 73.57% 0000 Xxxx Xxxx
82 5 1 15,760,000 65.36% 65.36% Various
82.1 9,100,000 00000 Xxxxx Xxxxxxxxx Xxxx
82.2 3,440,000 0000 Xxxxx Xxxxx 000
82.3 3,220,000 00 Xxxxxxx Xxxxxxxxx
87 5 1 12,250,000 80.00% 80.00% 0000 Xxxx Xxxxxx
91 5 1 11,800,000 79.66% 74.35% 0000 Xxxxxxx Xxxxx
92 5 1 11,685,000 78.31% 72.87% 0000 Xxxxxxxxx Xxxxxxxxxx Xxxxx
96 5 1 15,100,000 59.60% 59.60% Various
96.1 7,000,000 000 Xxxxxx Xxxxxx
96.2 5,000,000 000 Xxxxxx Xxxxxx
96.3 3,100,000 000 Xxxxxxx Xxxxxx
99 5 1 12,480,000 68.71% 68.71% 00 Xxxxxxxx Xxxxxx
103 5 1 9,700,000 80.00% 80.00% 00000 Xxxxxxxx Xxxxxxxxx
106 5 1 9,930,000 76.54% 71.35% 38340 Innovation Court
107 5 1 10,200,000 74.51% 68.48% 00000 Xxxxx Xxxxxx Xxxxx
108 5 1 14,300,000 52.87% 50.14% 000 Xxxx Xxxxxx Xxxxxx
112 5 1 10,000,000 69.83% 53.96% Various
112.1 6,000,000 00000 Xxxxxxxx Xxxxxxxxx
112.2 4,000,000 4022 - 4026 Xxx Xxxxxx Xxxxxxxxx Xxxxxxxxx
000 0 1 9,000,000 72.37% 67.51% 000 Xxxxx Xxxxxxxx Xxxxxx
118 5 1 8,080,000 79.21% 79.21% 0000 Xxxx Xxxxxx Xxxx
119 5 1 7,950,000 79.61% 67.02% Various
119.1 6,200,000 0000 Xxxxxxxxxx Xxxx
119.2 1,750,000 0000 Xxxxxx Xxxx
120 5 1 10,500,000 60.03% 50.97% 0000-0000 Xxxxxxxxx Xxxxxxxx Xxxxx
121 5 1 8,000,000 78.13% 72.95% 0000 Xxxxx Xxxxxxxxx Xxxxxxxxx
122 5 1 7,860,000 79.52% 79.52% 0000 Xxxxx Xxxxxxxxx Xxxx
123 5 1 7,700,000 79.87% 79.87% 0000 Xxxxxxxx Xxxx
126 5 1 7,600,000 78.95% 78.95% 0000 Xxxx Xxxxxxxxx
127 5 1 7,700,000 75.83% 70.96% 00000 Xxxxxxxxx Xxxxx Xxxxxxxxx
129 5 1 7,600,000 73.68% 73.68% 0000 000xx Xxxxxx Xxxx
130 5 1 6,925,000 80.00% 74.48% 0000 Xxxxx Xxxxxxxx Xxxx
133 5 1 7,100,000 74.68% 62.50% 000 Xxxxxxxxxx Xxxx
135 5 1 8,600,000 61.05% 61.05% 0000 Xxxxxx Xxxxxxxxx
136 5 1 6,600,000 79.55% 79.55% 0000 00xx Xxxxxx Xxxxx
137 5 1 13,800,000 37.78% 0.23% 0000 Xxxxxxxxx Xxxxx
139 7 1 6,300,000 80.00% 74.68% 0000 Xxxxxxx 0 Xxxxx
142 5 1 6,500,000 75.46% 68.10% 0000 XXX Xxxxxxxxxx Xxxxx
145 5 1 5,870,000 80.00% 80.00% Xxxxxxx 000 xxx Xxxxxxx Xxxxx Xxxx
146 5 1 10,800,000 42.86% 0.26% 0000 Xxxxx 00xx Xxxxxx
151 5 1 5,730,000 80.00% 80.00% 0000 Xxxxxx Xxxxxx
152 5 1 6,500,000 69.23% 64.37% 000 Xxxxxxx Xxxxxxx
153 5 1 7,380,000 60.98% 60.98% 0000 Xxxxx Xxxxx Xxxxxxxxx
154 5 1 7,450,000 60.40% 60.40% 4725 & 0000 Xxxxxxxxx 0xx Xxxxxx
158 5 1 5,500,000 78.18% 70.28% 000 Xxxxxxxxxxxx Xxxxx; 000 Xxxxxxxxx Xxxxx;
1134-1138 Executive Boulevard
159 5 1 6,100,000 70.16% 61.78% 0000 Xxxxxxxxx Xxxxx Xxxx, Xxxxxxxxx
163 5 1 5,700,000 73.44% 68.74% 0000 Xxxxx Xxxx Xxxxx
166 5 1 6,690,000 61.29% 61.29% Various
166.1 3,390,000 00000 Xxxxxxxx Xxxx
166.2 3,300,000 0000 XxXxxx Xxxx
167 5 1 5,250,000 78.10% 72.57% 0000 Xxxxxxx Xxxxxx
171 5 1 4,900,000 77.55% 68.47% 000 Xxxxxxx Xxxxxx
172 5 1 4,700,000 80.00% 80.00% 0000 Xxxxx Xxxx Xxxxxx
175 5 1 5,300,000 69.54% 59.64% 0000 Xxxxxx Xxxx Xxxxx
176 5 1 4,760,000 76.16% 76.16% 00000 000xx Xxxxxx Xxxxx Xxxx
000 0 0 6,100,000 58.90% 49.33% 0000 00xx Xxxxxx Xxxxx
178 5 1 4,525,000 78.45% 66.16% 00000 Xxxxxxxx Xxxxx
182 5 1 3,880,000 79.90% 74.55% 0000 Xxxx Xxxx Xxxx 156
185 5 1 9,150,000 32.64% 27.37% 00000 Xxxx Xxxx
187 5 1 3,600,000 77.78% 67.32% 000 Xxxxxx Xxxxxx
194 5 1 6,900,000 33.19% 0.20% 000 Xxxx Xxxx Xxxxxx
195 5 1 3,040,000 73.88% 62.64% 00000 Xxxxxxxxxx Xxxxx
198 5 1 2,550,000 80.00% 74.75% 0000 Xxxxx 00xx Xxxxxx
199 5 1 5,600,000 32.19% 0.20% 0000 Xxx Xxxxxx Xxxxx
200 5 1 2,185,000 80.09% 74.83% 0000 0xx Xxxxxx
Net Rentable Units
Year Year Area Sq. Ft/Units/ of
Loan No. City County State Zip Code Built Renovated Beds/Pads/Keys (10) (11) Measure
------------------------------------------------------------------------------------------------------------------------------------
2 Memphis Xxxxxx XX 00000 1997 392,400 Sq. Ft.
00 Xxxxxxxxxx Xxxxxxx XX 00000 1983 2005 1,003,716 Sq. Ft.
26 Xxxxxxxx Xxxx XX 00000 1982 471,952 Sq. Ft.
44 Indianapolis Xxxxxx IN 46250 1988 215,874 Sq. Ft.
00 Xxxxxxxxxx Xxxxxxx XX 00000 2004 244 Units
00 Xxxxxxxxx Xxxxxxxxx XX 00000 1985 240 Pads
Rollup Various Cumberland NC Various Various Various 352 Units
62 Xxxxxxxxxxxx Xxxxxxxxxx XX 00000 1973 2004 000 Xxxxx
00 Xxxxxx Xxxx Xxxxxxxxxx XX 00000 1986 104 Xxxxx
00 Xxxxxxxxxx Xxxx XX 00000 2000 184 Units
00 Xxxxxx Xxx Xxxxxxxxxx XX 00000 1965 000 Xxxx
00 Xxxxxxxx Xxx Xxxxxxxxxx XX 00000 1985 215 Pads
00 Xxxx xx Xxxxxxx Xxxxxxxxxx XX 00000 1997 2003 68,921 Sq. Ft.
00 Xx Xxxx Xx Xxxx XX Various Various 84,780 Sq. Ft.
77.1 Xx Xxxx Xx Xxxx XX 00000 2002 56,780 Sq. Ft.
77.2 Xx Xxxx Xx Xxxx XX 00000 1999 28,000 Sq. Ft.
00 Xxxxxxxx Xxxx XX 00000 1989 2007 000 Xxxx
00 Xxxxxxxxxxx Xxxx XX 00000 1989 2006 136 Units
82 Various Various Various Various Various 000 Xxxx
00.0 Xxxxxxxx Xxxxxx XX 00000 1961 000 Xxxx
00.0 Xxxxxx Xxxxxx Xxxxxx XX 00000 1966 000 Xxxx
00.0 Xxxxxx Xxxxxxxxxx XX 00000 1970 000 Xxxx
00 Xxxxxx Xxx Xxxxxxx XX 00000 1984 109,990 Sq. Ft.
00 Xxxxxxxx Xxxx Xxxxxxxx XX 00000 1983 2006 113 Units
92 Portland Multnomah OR 97220 1996 2006 73,304 Sq. Ft.
00 Xxxxxxxx Xxxxxxxxx XX 00000 Various Various 91,980 Sq. Ft.
96.1 Stamford Xxxxxxxxx XX 00000 1968 2003 46,072 Sq. Ft.
96.2 Stamford Xxxxxxxxx XX 00000 1964 1986 38,408 Sq. Ft.
96.3 Stamford Xxxxxxxxx XX 00000 1958 1986 7,500 Sq. Ft.
00 Xxx Xxxxx Xxxxxx Xxxxx XX 00000 1969 2006 000 Xxxx
000 Xxxxxx Xxx Xxxxxxx XX 00000 1985 1989 70,565 Sq. Ft.
000 Xxxxxxxx Xxxxxxxxx XX 00000 2005 82,484 Sq. Ft.
107 Bend Deschutes OR 97701 2001 2005 127,600 Sq. Ft.
000 Xxx Xxxxxxx Xxxxx XX 00000 1928 210,851 Sq. Ft.
000 Xxxxxxxxxxx Xxxxxxxxxx XX Various Various Various 29,874 Sq. Ft.
112.1 Albuquerque Xxxxxxxxxx XX 00000 2006 16,957 Sq. Ft.
112.2 Albuquerque Bernalillo NM 87107 1970 2000 12,917 Sq. Ft.
000 Xxxxxxx Xxxxx XX 00000 1929 2005 80,734 Sq. Ft.
000 Xxxxxxxxxxx Xxxx XX 00000 1975 163 Pads
119 Various Cumberland NC Various Various 56,339 Sq. Ft.
119.1 Xxxxxxxxxxxx Xxxxxxxxxx XX 00000 1991 45,139 Sq. Ft.
119.2 Hope Xxxxx Xxxxxxxxxx XX 00000 2004 11,200 Sq. Ft.
000 Xxxxxxxxx Xxxx XX 00000 1967 115 Units
000 Xxx Xxxx Xxxxxx XX 00000 1958 1996 51,674 Sq. Ft.
000 Xxxxxxx Xxxxxx XX 00000 1969 135 Pads
000 Xxxxxxxxx Xxxxxxx XX 00000 1974 2006 144 Pads
000 Xxxxxxxx Xxxxxxx Xx Xxxx XX 00000 2004 34,714 Sq. Ft.
000 Xxxxxxxx Xxxxxxxxx XX 00000 1989 1997 407 Pads
000 Xxxxxxxx Xxxxxx XX 00000 1984 126 Pads
000 Xxxxxxxxxxxx Xxxxxxxxxx XX 00000 1983 106 Units
000 Xxxxxxxxxxxx Xxxxxxxx XX 00000 1989 2006 100,000 Sq. Ft.
000 Xxxxxx Xxxxxxx XX 00000 1988 36,565 Sq. Ft.
000 Xxxxx Xxxxxxxxxx Xxxxxxxx XX 00000 1973 130 Pads
000 Xxxxxxxxxxxx Xxxxxxxxxx XX 00000 1989 2001 000 Xxxxx
000 Xxxxxxx Xxxxxx XX 00000 1998 2002 99,970 Sq. Ft.
000 Xxxxxx Xxxxxx XX 00000 1963 2004 91,220 Sq. Ft.
000 Xxxx Xxxx Xxxx XX 00000 2006 15,892 Sq. Ft.
000 Xxxxxx Xxxxxx XX 00000 1993 240 Units
000 Xx Xxxxx Xxx Xxxxxxx XX 00000 1951 79 Pads
000 Xxxxxxx Xxxxx XX 00000 2003 42,428 Sq. Ft.
000 Xxx Xxxxx Xxxxx XX 00000 1997 27,656 Sq. Ft.
000 Xxxxxx Xxxx XX 00000 2001 62,705 Sq. Ft.
000 Xxxxxxxxxx Xxxxxxxxxx Xxxx XX 00000 1988 60,060 Sq. Ft.
000 Xxxxxxxxxxx Xxxxxxxxxx XX 00000 2004 35,609 Sq. Ft.
000 Xxxxxx Xxxxxx XX 00000 1969 1972 122 Pads
166 Various Various OH Various Various 349 Pads
166.1 Xxxxxxxx Xxxx XX 00000 1966 145 Pads
166.2 Xxxx Xxxxx XX 00000 1970 204 Pads
000 Xxxxx Xxxxxxxxxx Xxxxxxxx XX 00000 1970 1995 216 Pads
000 Xxxxxxxxx Xxxxxxx XX 00000 1990 9,916 Sq. Ft.
000 Xxxxx Xxxxxxxx XX 00000 2006 14,820 Sq. Ft.
000 Xxxxx Xxxxxxxxxxxx XX 00000 2006 13,000 Sq. Ft.
000 Xxxxxxxx Xxxxxx XX 00000 1993 75 Pads
000 Xxxxxxx Xxxx XX 00000 1978 63,211 Sq. Ft.
000 Xxxxxxxx Xxxx XX 00000 2006 20,800 Sq. Ft.
000 Xxxxxxxxx Xxxxxxx Xxxxxx XX 00000 1980 167 Pads
000 Xxxxxxxxxxxx Xxxxxxxxx XX 00000 1968 1998 38,228 Sq. Ft.
000 Xxxxx Xx Xxxxx Xx XX 00000 2004 11,419 Sq. Ft.
000 Xxxxxx Xxxxxx XX 00000 1989 1990 216 Units
000 Xxxxx Xxxx Xxxx Xxxx XX 00000 2005 11,775 Sq. Ft.
198 Yakima Xxxxxx XX 00000 1964 66 Pads
000 Xxxxxxxxxxxx Xxxxxxxxxx XX 00000 1991 132 Units
200 Mosier Wasco OR 97040 1955 1991 76 Pads
Loan per Net Prepayment
Rentable Area Provisions
Loan No. Sq. Ft./Units ($)(10) (# of payments) Loan No. Property Name
------------------------------------------------------------------------------------------------------------------------------------
2 573 L(25),D(88),O(7) 2 Wolfchase Galleria
12 89 L(25),D(32),O(3) 12 Galleria Xxxxxxxxxx
00 00 X(00),X(00),X(0) 00 Xxxxx XX Business Center
44 77 L(34),D(83),O(3) 44 Xxxxxxx Pointe
57 59,242 L(34),D(83),O(3) 57 Xxxxxx Providence
58 59,167 L(28),D(89),O(3) 58 Bravo Estates
Rollup 39,432 L(24),YM1(33),O(3) Rollup Juniper Portfolio
62 39,432 L(24),YM1(33),O(3) 62 Juniper Portfolio-Cumberland
63 39,432 L(24),YM1(33),O(3) 63 Juniper Portfolio-Lakehurst
71 65,217 L(24),YM1(92),O(4) 71 The Pointe at Wimbledon
72 36,239 L(27),D(90),O(3) 72 Rialto I & II MHCs
73 54,698 L(27),D(90),O(3) 73 Highlands MHC
76 155 L(24),YM1(93),O(3) 76 Raymour and Xxxxxxxx- Xxxx of Prussia
77 125 L(24),YM1(93),O(3) 77 Remcon Medical Office Portfolio
77.1 126 77.1 Remcon Circle
77.2 122 77.2 Trawood
79 70,470 L(28),D(29),O(3) 79 Courtyard Chicago Glenview
80 76,838 L(29),D(88),O(3) 80 1111 High Road
82 15,994 L(28),D(89),O(3) 82 Tri Park Portfolio
82.1 18,072 82.1 Xxxx Xxxx Xxxxxxx
00.0 00,000 00.0 Xxxxxx Xxxxxx Xxxxxxx
82.3 14,094 82.3 Voyager Village
87 89 L(25),D(92),O(3) 87 Nova Stor Self Storage
91 83,186 L(26),D(87),O(7) 00 Xxxxxx Xxxx Xxxxxxxxxx
00 125 L(27),D(90),O(3) 92 One Airport Center
96 98 L(28),D(89),O(3) 96 Summer & Bedford Office
96.1 91 96.1 000 Xxxxxx Xxxxxx
96.2 78 96.2 000 Xxxxxx Xxxxxx
96.3 246 96.3 000 Xxxxxxx Xxxxxx
99 50,441 L(27),D(21),Dor1%(11),O(1) 99 Club Marina MHC
103 110 L(25),D(92),O(3) 000 Xxxxx Xxxxxx Self Storage
106 92 L(60),YM1(57),O(3) 000 Xxxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx
107 60 L(27),D(90),O(3) 107 North Empire Self Storage
108 36 L(24),YM1(93),O(3) 108 Xxxxx Building
112 234 L(24),YM1(93),O(3) 112 Flying Star Retail Portfolio
112.1 247 112.1 00000 Xxxxxxxx Xxxxxxxxx
112.2 216 112.2 4022 - 0000 Xxx Xxxxxx Xxxxxxxxx Xxxxxxxxx
114 81 L(28),D(89),O(3) 000 Xxxxxxxx Xxxxx
118 39,264 L(28),D(56),YM1(33),O(3) 118 Xxxx MHP
119 112 L(27),D(90),O(3) 000 Xxxxxxxx Xxxxx Roll Up
119.1 109 119.1 Wachovia Plaza
119.2 124 119.2 Pine Xxxxx
120 54,806 L(27),D(90),O(3) 000 Xxxxxxxxxxx Xxxxxxxxxx
121 121 L(25),YM1(92),O(3) 000 Xxxxx Xxxxx
122 46,296 L(29),D(88),O(3) 000 Xxxxxxxx Xxxx XXX
000 42,708 L(29),D(88),O(3) 123 Village Xxxx MHC
126 173 L(26),D(91),O(3) 126 Powers Professional Campus
127 14,346 L(26),D(31),O(3) 000 Xxxxxxxx Xxxxxxxx RV Resort
129 44,444 L(25),D(32),O(3) 000 Xxxxxxx Xxxxxx XXX
000 52,264 L(24),YM1(92),O(4) 130 Rivermont Apartments
133 53 L(24),YM1(93),O(3) 000 Xxxxxxx xxx Xxxxxxxx - Xxxxxxxxxxxx, XX
135 144 L(26),D(91),O(3) 135 Harbor Landing
136 40,385 L(28),D(89),O(3) 000 Xxxxxx Xxxxxxx XXX
000 16,092 L(28),D(89),O(3) 137 Park Apartments Phases I & II
139 50 L(26),D(91),O(3) 139 Claycreek Mini Storage
142 54 L(27),D(90),O(3) 142 JMT Warehouse
145 295 L(24),D(93),O(3) 145 Lady Lake Shoppes
146 19,288 L(28),D(89),O(3) 146 Lost Springs Apartments
151 58,025 L(28),D(89),O(3) 000 Xx Xxxxx XXX
000 106 L(27),D(90),O(3) 000 Xxxxxxx Xxxxxxx
153 163 L(29),D(88),O(3) 153 Xxxxxxxxx Office Building
154 72 L(28),D(89),O(3) 154 Xx. Xxx Xxxx Self Storage
158 72 L(27),D(90),O(3) 158 Xxxxx Industrial Portfolio
159 120 L(28),D(89),O(3) 000 Xxxxxxxxx Xxxx
163 34,313 L(27),D(30),O(3) 000 XxXxxx Xxxx MHC
166 11,748 L(28),D(89),O(3) 166 Indian Xxxxx
166.1 14,328 166.1 Woodlake
166.2 9,914 166.2 Indian Village
167 18,981 X(00),X(00),X(0) 000 Xxxxxx Xxxxxxx MHC
171 383 L(28),D(89),O(3) 000 Xxxxxxx Xxxx
172 254 L(27),D(90),O(3) 172 Walgreens-Grove, OK
175 284 L(28),D(89),O(3) 000 XXX- Xxxxxx Xxxx
176 48,333 L(25),D(32),O(3) 176 Viking Estates MHC
177 57 L(26),D(91),O(3) 177 Space Savers NW
178 171 L(24),D(93),O(3) 000 Xxxxxxxx Xxxxxxx
182 18,563 L(28),D(89),O(3) 182 Briarwood MHC
185 78 L(28),D(89),O(3) 185 Scotts Corner
187 245 L(28),D(89),O(3) 187 Xxxxx Xxxx Building
194 10,603 L(28),D(89),O(3) 194 Doubletree I Apartments
195 191 L(26),D(91),O(3) 000 Xxxxxxxxxx Xxxx Center
198 30,909 L(28),D(89),O(3) 198 Whispering Pines MHC
199 13,658 L(28),D(89),O(3) 199 Paradise View Apartments
200 23,026 L(28),D(89),O(3) 200 Mosier Manor
Third Third Most Second Second Most Most Recent
Most Recent Recent NOI Most Recent Recent NOI Most Recent NOI
Loan No. NOI ($) Date NOI ($) Date NOI ($) Date
------------------------------------------------------------------------------------------------------------------------------------
2 13,840,159 12/31/2004 14,033,414 12/31/2005 14,802,430 12/31/2006
12 11,010,174 12/31/2004 10,761,717 12/31/2005 9,623,302 T-12 9/30/2006
26 2,804,346 12/31/2004 2,527,618 12/31/2005 2,714,101 T-12 10/31/2006
44 1,890,866 12/31/2004 1,986,494 12/31/2005 2,398,106 12/31/2006
57 636,838 12/31/2005 1,213,962 12/31/2006
58 855,023 12/31/2004 936,759 12/31/2005 992,317 T-12 8/31/2006
Rollup 1,237,482 12/31/2004 1,059,517 12/31/2005 1,486,188 T-12 11/30/2006
62 1,237,482 12/31/2004 1,059,517 12/31/2005 1,046,918 T-12 11/30/2006
63 439,270 T-12 11/30/2006
71 872,560 12/31/2004 855,286 12/31/2005 938,578 12/31/2006
72 604,412 12/31/2004 683,947 12/31/2005 707,302 T-12 8/31/2006
73 743,236 12/31/2004 775,651 12/31/2005 833,797 T-12 8/31/2006
76 1,251,205 12/31/2004 1,276,046 12/31/2005 1,239,372 T-12 8/31/2006
77
77.1
77.2
79 718,523 12/31/2004 1,015,537 12/31/2005 1,282,987 T-12 9/30/2006
80 508,541 12/31/2004 272,471 12/31/2005 701,480 T-12 10/31/2006
82 1,130,990 12/31/2004 1,055,150 12/31/2005 1,032,065 T-12 7/31/2006
82.1 645,348 12/31/2004 582,212 12/31/2005 582,868 T-12 7/31/2006
82.2 263,770 12/31/2004 258,304 12/31/2005 247,954 T-12 7/31/2006
82.3 221,872 12/31/2004 214,633 12/31/2005 201,244 T-12 7/31/2006
87 836,880 12/31/2004 847,720 12/31/2005 837,405 T-12 11/30/2006
91 692,135 12/31/2004 716,899 12/31/2005 751,360 T-12 11/30/2006
92 533,943 12/31/2004 563,342 12/31/2005 668,392 T-12 9/30/2006
96 1,156,262 12/31/2004 1,212,177 12/31/2005 1,059,171 T-12 9/30/2006
96.1 615,646 12/31/2004 562,870 12/31/2005 487,246 T-12 9/30/2006
96.2 381,984 12/31/2004 406,349 12/31/2005 325,425 T-12 9/30/2006
96.3 158,632 12/31/2004 242,958 12/31/2005 246,500 T-12 9/30/2006
99 603,875 12/31/2004 583,547 12/31/2005 632,457 T-12 10/31/2006
103 598,243 12/31/2004 643,963 12/31/2005 675,185 T-12 11/30/2006
106
107 454,197 12/31/2004 461,475 12/31/2005 675,613 T-12 11/30/2006
108 492,163 12/31/2004 773,450 12/31/2005 902,713 T-12 7/31/2006
112
112.1
112.2
114 (29,713) 12/31/2005 243,641 T-12 9/30/2006
118 355,886 12/31/2004 499,731 12/31/2005 625,176 T-12 10/31/2006
119 203,616 12/31/2004 270,638 12/31/2005 348,515 T-12 6/30/2006
119.1 203,616 12/31/2004 270,638 12/31/2005 348,515 T-12 6/30/2006
119.2
120 529,275 12/31/2004 522,747 12/31/2005 621,438 T-12 10/31/2006
121 395,890 12/31/2005 555,503 12/31/2006
122 422,947 12/31/2004 400,603 12/31/2005 398,464 T-12 8/31/2006
123 352,227 12/31/2005 361,970 T-12 9/30/2006
126 126,220 12/31/2005 389,025 T-12 10/31/2006
127 672,152 12/31/2005 479,663 T-12 11/30/2006
129 498,884 12/31/2005 416,621 12/31/2006
130 438,434 12/31/2005 442,801 T-12 10/30/2006
133 400,000 12/31/2005 400,000 12/31/2006
135 152,533 12/31/2004 191,752 12/31/2005 322,026 T-12 8/31/2006
136 402,115 T-12 9/30/2006
137 1,021,957 12/31/2004 1,081,589 12/31/2005 1,220,521 T-12 9/30/2006
139 287,363 12/31/2004 374,516 12/31/2005 387,414 T-12 1/31/2007
142 423,583 12/31/2005 529,499 T-12 11/1/2006
145
146 916,995 12/31/2004 910,680 12/31/2005 939,159 T-12 9/30/2006
151 281,776 12/31/2004 315,859 12/31/2005 353,312 T-12 8/31/2006
152 261,781 12/31/2004 327,751 12/31/2005 359,685 T-12 10/31/2006
153 509,839 12/31/2004 460,626 12/31/2005 500,224 T-12 8/31/2006
154 491,838 12/31/2004 529,723 12/31/2005 540,608 T-12 8/31/2006
158 374,094 12/31/2004 378,322 12/31/2005 404,691 T-12 8/31/2006
159 247,183 12/31/2005 396,194 T-12 9/30/2006
163 345,107 12/31/2004 310,612 12/31/2005 373,514 T-12 11/30/2006
166 469,056 12/31/2004 473,418 12/31/2005 451,779 T-12 7/31/2006
166.1 253,876 12/31/2004 264,219 12/31/2005 261,022 T-12 7/31/2006
166.2 215,180 12/31/2004 209,199 12/31/2005 190,757 T-12 7/31/2006
167 393,089 12/31/2004 386,031 12/31/2005 391,476 T-12 10/31/2006
171 354,623 12/31/2005 337,403 T-12 9/30/2006
172 279,497 12/31/2006
175
176 264,916 12/31/2005 283,076 12/31/2006
177 388,843 12/31/2004 406,157 12/31/2005 447,132 T-12 10/31/2006
178
182 189,803 12/31/2004 196,258 12/31/2005 221,078 T-12 9/30/2006
185 683,417 12/31/2004 713,223 12/31/2005 741,735 T-12 9/30/2006
187 12,684 12/31/2004 293,367 12/31/2005 359,705 T-12 10/31/2006
194 606,404 12/31/2004 528,798 12/31/2005 523,221 T-12 9/30/2006
195
198 183,023 12/31/2004 193,498 12/31/2005 203,471 T-12 9/30/2006
199 513,202 12/31/2004 445,357 12/31/2005 455,774 T-12 9/30/2006
200 140,678 12/31/2004 151,586 12/31/2005 165,831 T-12 10/31/2006
Underwritten Underwritten Underwritten Underwritten Underwritten Underwritten Underwritten
Loan No. NOI ($) Revenue ($) EGI ($) Expenses ($) Reserves ($) TI/LC ($) Net Cash Flow ($)
------------------------------------------------------------------------------------------------------------------------------------
2 16,241,242 13,780,893 25,383,893 9,142,651 58,860 407,383 15,774,999
12 9,436,818 15,070,112 18,310,112 8,873,294 200,743 1,254,645 7,981,430
26 2,725,320 3,182,691 3,844,891 1,119,571 70,793 229,435 2,425,092
44 2,412,776 3,520,016 3,658,516 1,245,740 64,938 280,309 2,067,529
57 1,380,368 2,070,240 2,196,740 816,372 48,800 1,331,568
58 1,042,771 1,606,320 1,835,380 792,609 9,600 1,033,171
Rollup 1,367,424 2,244,828 2,435,828 1,068,404 88,000 1,279,424
62 921,318 1,482,000 1,633,000 711,682 62,000 859,318
63 446,106 762,828 802,828 356,722 26,000 420,106
71 1,019,299 1,384,132 1,549,132 529,833 36,800 982,499
72 894,540 1,454,628 2,059,278 1,164,738 13,080 881,460
73 873,471 1,268,122 1,524,792 651,321 8,600 864,871
76 1,115,239 1,673,351 1,816,351 701,112 10,338 64,166 1,040,735
77 1,087,257 1,187,001 1,705,439 618,182 21,656 53,078 1,012,523
77.1 740,443 806,355 1,139,046 398,603 14,195 53,078 673,170
77.2 346,814 380,646 566,393 219,579 7,461 339,353
79 1,381,986 3,646,096 3,895,596 2,513,610 155,824 1,226,162
80 919,976 1,309,517 1,580,877 660,901 40,800 879,176
82 1,055,103 1,596,846 1,729,143 674,040 27,320 1,027,783
82.1 586,186 853,102 915,866 329,680 13,280 572,906
82.2 247,804 375,727 418,922 171,118 7,335 240,469
82.3 221,112 368,016 394,354 173,242 6,705 214,407
87 781,936 1,120,806 1,126,406 344,470 16,499 765,437
91 821,768 1,259,335 1,296,835 475,067 28,250 793,518
92 851,894 1,295,168 1,322,645 470,751 10,996 65,654 775,244
96 1,050,363 1,716,284 1,840,984 790,621 18,396 110,737 921,230
96.1 451,249 771,500 816,100 364,851 9,214 56,112 385,923
96.2 334,797 682,284 725,884 391,087 7,682 45,725 281,390
96.3 264,317 262,500 299,000 34,683 1,500 8,900 253,917
99 638,084 1,007,209 1,138,809 500,725 6,800 631,284
103 601,953 858,776 894,976 293,023 10,604 591,349
106 691,452 803,093 938,428 246,976 12,365 30,909 648,178
107 713,873 875,546 965,891 252,018 19,140 694,733
108 958,117 2,285,937 2,399,187 1,441,070 52,713 174,709 730,695
112 742,574 755,351 876,351 133,777 6,061 33,690 702,823
112.1
112.2
114 600,747 888,088 1,142,588 541,841 22,210 24,927 553,610
118 500,373 687,534 863,584 363,211 6,520 493,853
119 617,962 673,498 983,167 365,205 11,502 32,886 573,574
119.1 477,708 525,146 812,016 334,308 10,382 24,324 443,002
119.2 140,255 148,352 171,152 30,897 1,120 8,562 130,573
120 582,120 1,069,343 1,098,343 516,223 33,495 548,625
121 612,177 638,838 822,338 210,161 7,751 19,178 585,248
122 437,241 583,200 587,400 150,159 5,400 431,841
123 406,122 561,200 573,400 167,278 5,720 400,402
126 517,579 528,247 838,247 320,668 6,943 27,337 483,299
127 547,993 1,384,614 1,423,614 875,621 16,280 531,713
129 414,737 670,844 696,344 281,607 5,040 409,697
130 473,365 810,179 855,179 381,814 30,634 442,731
133 499,014 532,000 738,046 239,032 15,000 20,300 463,714
135 392,948 452,000 696,000 303,052 5,515 22,769 364,664
136 397,077 511,290 690,769 293,692 8,950 388,127
137 1,220,075 1,804,107 1,853,107 633,032 104,004 1,116,071
139 414,621 723,638 725,638 311,017 14,996 399,625
142 479,995 687,957 700,357 220,362 13,683 32,446 433,866
145 389,361 396,690 536,440 147,079 2,384 10,159 376,818
146 916,980 1,327,104 1,357,104 440,124 74,448 842,532
151 360,497 498,838 602,838 242,341 3,160 357,337
152 447,153 493,569 596,569 149,417 6,364 32,500 408,288
153 482,175 514,664 625,924 143,749 10,233 19,128 452,814
154 532,190 606,175 854,375 322,185 10,789 8,800 512,601
158 410,781 427,928 507,928 97,147 9,054 25,375 376,352
159 468,595 638,494 661,594 192,999 7,181 63,262 398,152
163 338,491 525,993 525,993 187,502 10,907 327,584
166 436,632 744,925 804,275 367,643 13,960 422,672
166.1 246,678 374,170 417,520 170,842 5,800 240,878
166.2 189,954 370,755 386,755 196,801 8,160 181,794
167 417,338 536,026 551,026 133,688 8,640 408,698
171 341,723 353,446 445,446 103,723 3,223 15,000 323,500
172 278,903 279,497 281,720 2,817 2,223 276,680
175 353,870 370,500 492,592 138,722 1,950 13,216 338,704
176 263,553 384,750 393,250 129,697 3,758 259,795
177 423,027 424,088 510,488 87,461 11,903 11,847 399,277
178 325,802 447,539 541,039 215,237 3,120 22,757 299,925
182 257,690 388,233 397,233 139,543 7,741 249,949
185 699,369 747,291 886,291 186,922 12,288 35,563 651,518
187 252,903 282,213 282,213 29,310 1,713 8,000 243,190
194 536,013 1,005,480 1,040,480 504,467 55,683 480,330
195 220,137 221,941 290,056 69,919 1,766 11,329 207,042
198 201,745 258,336 267,936 66,191 2,600 199,145
199 454,208 769,888 783,388 329,180 43,765 410,443
200 158,777 282,000 282,000 123,223 3,040 155,737
Lease
Loan No. Largest Tenant SF Expiration 2nd Largest Tenant SF
------------------------------------------------------------------------------------------------------------------------------------
2 Malco Theatres 31,049 2/28/2017 The Finish Line 21,912
12 Citimortgage, Inc. 113,172 3/31/2014 Home Depot U.S.A., Inc. 58,132
26 Original Mattress Factory 56,616 5/31/2010 West Asset Management 30,210
44 Liberty Fund - WC2 58,624 3/31/2017 ICUL Services Corporation - LP2 21,536
57
58
Rollup
62
63
71
72
73
76 Raymour and Xxxxxxxx 65,667 10/31/2021 Sleepy's Inc. 3,254
77
77.1 PHA, P.A. and PHM, P.A 33,582 12/31/2022 Access Healthsource, Inc. 21,170
77.2 PHA, P.A. and PHM, P.A 28,000 8/31/2019
79
80
82
82.1
82.2
82.3
87
91
92 Rentrak 55,518 12/31/2016 Pacific Fisheries 7,119
96
96.1 Xxxxxx X. Xxxxxxx 3,719 7/31/2007 Data Square, LLC 3,670
96.2 Xxxxxx Xxxxx & Xxxxxxxxx 13,312 8/31/2008 Xxxxx & Xxxxxxx Real Estate 2,225
96.3 TD Banknorth 7,500 2/28/2010
99
103
106 Classic Millworks 7,125 6/30/2009 Product Development Services 3,850
107
108 Alamo Work Force 14,515 5/31/2008 Meximerica Media, Inc. 14,096
112
112.1 Flying Star Cafes, Inc. 7,057 6/30/2021 Bird Center 3,000
112.2 Flying Star Cafes, Inc. 4,100 9/30/2010 Bookworks 2,987
114 Breazeale, Saunders, Xxxxx 7,500 11/30/2011 Cosmich & Xxxxxxx 7,500
118
119
119.1 Advanced Computer Learning 7,561 5/31/2007 Progressive Insurance 5,807
119.2 Beef X'Xxxxx'x Restaurant 4,160 12/31/2010 Embarq Communications 2,240
120
121 Xxxxxx'x Food Service 17,672 8/31/2011 Island Crafts Annex 11,556
122
123
126 Mountian View Medical 12,182 9/30/2015 North Powers Medical Imaging 5,332
127
129
130
133 Raymour and Xxxxxxxx 100,000 2/28/2022
135 Edge Fitness Center 8,700 9/14/2014 Fisherman's House 6,523
136
137
139
142 Mid-Florida Car Wash Designs 7,560 9/30/2007 Allied Compressor Exchange of Fl 6,000
145 Verizon Wireless Personal Communication 3,400 1/31/2012 Radio Shack Corporation 2,503
146
151
152 Margarita's 4,883 11/30/2008 Movie Gallery 4,550
153 Xxxxxxx, Walls & Xxxxxxxxxx Ltd 14,706 8/31/2012 Xxxxxxxxx & Xxxxxxxx 5,727
154
158 Xxxxxxxx Enterprises, Inc. 12,000 8/31/2012 Wachovia Bank 10,200
159 KB Homes New Mexico, Inc. 12,546 12/31/2009 Tooth Wranglers 4,928
163
166
166.1
166.2
167
171 Matress Discounters 3,284 4/14/2010 D'Angelo 2,400
172 Walgreen's 14,820 10/31/2081
175 Mens Wearhouse 5,300 2/30/2017 Vitamin Shoppe 4,300
176
177 Space Savers NW 38,053 9/2/2022 Fairn & Xxxxxxx 25,158
178 Xxxxxxxx-Xxxxxx, LLC 3,690 5/31/2012 Vinny & Me Pasta Emporium, Inc. 2,576
182
185 Talbot's 11,955 1/31/2008 Xxxxxxxxxxx'x 7,320
187 Xxxxx & Associates 5,344 7/14/2019 6260 Corp dba The Xxxxx Agency 2,901
194
195 Taaza Market 4,550 9/30/2011 Taj Chaat House 3,282
198
199
200
Lease
Loan No. Expiration 3rd Largest Tenant SF
------------------------------------------------------------------------------------------------------------------------------------
2 2/29/2012 Victoria's Secret 13,300
12 12/31/2009 Motors Insurance Corporation 55,232
26 9/15/2008 Thyssenkrupp Elevator 25,162
44 10/31/2009 Centex Homes - LP2 21,453
57
58
Rollup
62
63
71
72
73
76 11/30/2012
77
77.1 5/31/2011 Med Spa 2,028
77.2
79
80
82
82.1
82.2
82.3
87
91
92 12/31/2013 Walgreen's regional office 3,869
96
96.1 3/31/2010 Ace I Capital, LLC 3,540
96.2 12/31/2011 Mighty Oak Management 2,220
96.3
99
103
106 8/31/2009 OutKast Custom Trailers 3,727
107
108 4/30/2007 Welder Exploration & Production 6,673
112
112.1 7/31/2011 Heritage Householding, LLC 2,500
112.2 4/30/2011 Xxxxx Xxxxx dba Pennysmith's 1,800
114 11/30/2011 Dogan & Xxxxxxxxx 7,500
118
119
119.1 2/28/2010 Wachovia Bank 5,038
119.2 10/31/2011 Ocean Rayz Tanning 1,600
120
121 10/31/2008 Bealls Outlet 10,152
122
123
126 1/31/2015 Orthopedic Rehab Assoc 3,784
127
129
130
133
135 11/30/2010 Harbor Mart 3,417
136
137
139
142 7/1/2007 A&B Electric Co., Inc. 5,500
145 1/14/2012 Fairwinds Credit Union 2,191
146
151
152 8/30/2010 Cupboard 3,240
153 4/30/2008 Xxxxx Xxxxxx & Xxxxxxx, et al 3,615
154
158 9/30/2012 FDGM Inc 10,160
159 8/31/2015 Xxxxx Fargo Home Mortgage 3,061
163
166
166.1
166.2
167
171 4/22/2010 Supercuts 1,644
172
175 11/30/2016 Casual Male 3,400
176
177 4/20/2011
178 2/19/2012 Bella Sera 2,400
182
185 9/30/2009 Briarwood Inn 4,500
187 1/31/2009 Art Gallery 2,094
194
195 4/30/2012 Learning RX 2,943
198
199
200
Upfront Monthly
Lease Occupancy Occupancy Replacement Replacement Upfront Monthly Monthly Tax
Loan No. Expiration Rate (12) (13) As-of Date Reserves ($) Reserves ($) TI/LC ($) TI/LC ($) Escrow ($)
------------------------------------------------------------------------------------------------------------------------------------
2 2/28/2009 96.1% 2/7/2007
12 9/30/2008 74.7% 3/1/2007 16,729 2,500,000 104,554 253,124
26 9/30/2009 85.3% 11/14/2006 100,000 5,900 667,000 6,413
44 6/30/2011 82.2% 2/28/2007 23,526
57 93.4% 1/3/2007 4,070 13,062
58 100.0% 9/30/2006 6,711
Rollup 82.9% Various 7,334 18,009
62 77.8% 12/14/2006 5,167 11,651
63 95.2% 1/3/2007 2,167 6,358
71 94.0% 12/31/2006 3,070 8,310
72 98.2% 9/30/2006 3,957
73 100.0% 9/30/2006 5,890
76 100.0% 11/17/2006 6,723
77 100.0% 1/1/2007 1,790 4,423 21,056
77.1 5/31/2025 100.0% 1/1/2007
77.2 100.0% 1/1/2007
79 71.9% 9/30/2006 22,892
80 94.4% 11/15/2006 3,583 14,808
82 79.2% 10/4/2006
82.1 71.7% 10/4/2006
82.2 86.5% 10/4/2006
82.3 87.9% 10/4/2006
87 90.9% 12/21/2006 1,390 4,688
91 100.0% 8/31/2006 2,355 5,943
92 9/30/2009 100.0% 11/9/2006 920 11,425
96 86.8% 2/15/2007 2,719 17,192
96.1 3/31/2010 93.6% 2/15/2007
96.2 2/28/2008 76.1% 2/15/2007
96.3 100.0% 2/15/2007
99 100.0% 1/31/2007 567 8,602
103 93.7% 12/21/2006 885 3,739
106 6/14/2009 84.8% 2/22/2007 1,035 2,630 10,978
107 93.3% 11/21/2006 1,595 5,114
108 12/31/2007 90.8% 2/23/2007 4,393 300,000 12,626
112 100.0% 4/1/2007 505 3,382 2,126
112.1 7/31/2007 100.0% 4/1/2007
112.2 5/31/2009 100.0% 4/1/2007
114 6/30/2012 93.4% 9/26/2006 250,000 6,312
118 95.1% 11/1/2006 545 4,473
119 88.1% 12/14/2006 980 7,258
119.1 3/31/2010 85.2% 12/14/2006
119.2 1/31/2010 100.0% 12/14/2006
120 95.7% 11/30/2006 2,795 10,997
121 4/30/2010 98.7% 12/1/2006 650 3,475 5,110
122 96.0% 9/12/2006
123 91.7% 8/31/2006 7,196
126 9/30/2012 94.8% 5/1/2006 579 5,330
127 70.0% 11/30/2006 1,360 11,710
129 97.6% 1/4/2007 430 12,778
130 91.5% 12/12/2006 2,553 4,136
133 100.0% 1/5/2007 7,006
135 6/30/2015 80.0% 1/25/2007 465 2,000 5,323
136 97.8% 9/26/2006 8,701
137 98.8% 11/30/2006 8,668 9,496
139 87.3% 12/22/2006 1,260 7,361
142 12/31/2008 100.0% 1/17/2007 1,155 3,041 9,596
145 1/7/2012 100.0% 2/1/2007 200 847 1,832
146 98.8% 11/1/2006 6,204 7,782
151 100.0% 9/30/2006 3,355
152 8/31/2008 83.0% 9/26/2006 535 3,020 4,725
153 8/31/2012 100.0% 8/30/2006
154 91.3% 10/22/2006
158 2/28/2010 100.0% 12/31/2006 755 2,230 4,059
159 12/31/2009 89.1% 10/31/2006 5,015
163 95.1% 8/31/2006 905 3,845
166 81.9% 8/30/2006
166.1 86.2% 8/30/2006
166.2 78.9% 8/30/2006
167 92.1% 9/30/2006 720 1,932
171 12/31/2011 100.0% 12/22/2006 275 1,335 2,971
172 100.0% 4/1/2007
175 11/30/2016 100.0% 4/1/2007 165 1,160 6,353
176 100.0% 1/4/2007 315 4,293
177 100.0% 1/17/2007 3,710
178 11/30/2011 90.8% 3/15/2007 260 1,655 1,693
182 80.8% 8/31/2006 833
185 10/31/2008 100.0% 10/31/2006 5,007
187 6/30/2009 100.0% 11/27/2006 675 978
194 97.7% 10/31/2006 4,640 5,071
195 7/31/2011 100.0% 2/15/2007 150 1,195 3,303
198 97.0% 9/1/2006 220 1,573
199 98.5% 10/31/2006 3,640 3,662
200 96.1% 10/1/2006 253 2,040
Upfront
Monthly Insurance Engineering Other
Loan No. Escrow ($) Reserve ($) Reserves ($) Description Other Reserves
------------------------------------------------------------------------------------------------------------------------------------
2
12 8,470 156,033 Accenture Rent Escrow
26 9,084 563,000 Roof Repair Escrow Fund
44 1,285 20,000 Assumption Escrow Fund
57 7,339 16,930 Washer/Dryer Escrow Fund
58
Rollup 4,308 62,000 1,000,000 Special Repairs Escrow Fund
62 2,923 62,000 500,000 Special Repairs Escrow Fund
63 1,385 500,000 Special Repairs Escrow Fund
71 3,680
72
73
76
77 1,843 35,363
77.1
77.2
79 2,569 2,047,500 Renovation Escrow Fund
80 7,050 51,875
82
82.1
82.2
82.3
87 844
91 2,448 11,250
92 1,082 256,771 Rentrak Escrow
96
96.1
96.2
96.3
99 1,063 32,519
103 655
106 750
107 727 10,625
108 4,100 559,162
112 2,054 25,000 Estoppel Escrow Fund
112.1
112.2
114 1,137 6,840 Plaza Restaurant Escrow Fund
118 525 10,075 37,164 Rent Increase Escrow Fund
119 620 81,520 Tanning Salon Fund ($39,200), Pizza Fund ($24,400), Embarq
Fund ($17,920)
119.1
119.2
120 3,492 8,781
121 13,225 36,781 627,937 Uppercrust Escrow Fund ($8,275), Caribe Escrow Fund
($19,662), Beall's/Xxxxxx Rent Escrow Fund ($300,000),
Beall's/Xxxxxx TI and LC Escrow Fund ($200,000),
Insurance Escrow Fund ($100,000)
122
123
126 474
127 1,153 150,000 Seasonality Fund
129 313
130 2,177
133
135 1,366 13,718 41,004 Ophir Lease Escrow Fund
136
137 1,805
139
142 4,345 25,572 Special Tenant Escrow Fund
145 1,124
146 1,640
151
152 630 9,900 Shoe Divas Escrow Fund
153
154
158 726 6,875 39,972 Rental Reserve Increase Fund ($6,146), ONYX Lease Escrow
Fund ($33,826)
159 29,771 KB Rent Escrow Fund ($6,000), Heywood Rent Escrow ($15,000),
Heywood TI/LC Escrow Fund ($8,771)
163 541 40,000
166
166.1
166.2
167 482
171 463
172
175 1,034 39,750 Men's Warehouse Escrow Fund
176 142 14,063
177 990
178 573
182
185 539
187 267 14,000 Radon Escrow Fund
194 1,292
195 404 3,750 34,461 Taj Escrow Fund
198 198
199 917
200 204
Environmental
Letter of Report Engineering Appraisal
Loan No. Credit Date Report Date As-of Date
------------------------------------------------------------------------------------------------------------------------------------
2 2/28/2007 2/27/2007 4/1/2007
12 10/18/2006 10/11/2006 10/3/2006
26 12/4/2006 11/27/2006 11/16/2006
44 4/7/2006 2/21/2006 2/2/2006
57 5/10/2006 5/11/2006 5/1/2006
58 11/6/2006 11/6/2006 10/27/2006
Rollup Various 1/18/2007 Various
62 1/19/2007 1/18/2007 1/10/2008
63 1/18/2007 1/18/2007 7/10/2007
71 1/19/2007 1/19/2007 12/6/2006
72 11/1/2006 11/3/2006 10/27/2006
73 11/2/2006 11/1/2006 10/27/2006
76 11/15/2006 11/14/2006 11/16/2006
77 Various 1/30/2007 12/6/2006
77.1 12/13/2006 1/30/2007 12/6/2006
77.2 12/14/2006 1/30/2007 12/6/2006
79 10/31/2006 10/30/2006 4/1/2007
80 10/25/2006 10/27/2006 10/20/2006
82 Various Various Various
82.1 11/17/2006 11/14/2006 10/18/2006
82.2 11/17/2006 11/21/2006 10/19/2006
82.3 12/14/2006 11/14/2006 10/19/2006
87 1/16/2007 1/15/2007 1/16/2007
91 1/10/2007 1/11/2007 1/3/2007
92 11/26/2006 11/14/2006 11/1/2006
96 10/25/2006 10/25/2006 11/1/2006
96.1 10/25/2006 10/25/2006 11/1/2006
96.2 10/25/2006 10/25/2006 11/1/2006
96.3 10/25/2006 10/25/2006 11/1/2006
99 12/11/2006 12/11/2006 12/11/2006
103 1/16/2007 1/15/2007 1/18/2007
106 10/17/2006 10/17/2006 10/20/2006
107 12/8/2006 1/29/2007 12/7/2006
108 10/24/2006 11/8/2006 10/12/2006
112 10/17/2006 Various 10/12/2006
112.1 10/17/2006 10/18/2006 10/12/2006
112.2 10/17/2006 12/8/2006 10/12/2006
114 10/18/2006 10/27/2006 10/12/2006
118 11/9/2006 11/9/2006 11/1/2006
119 Yes ($100,000 Additional Security) Various Various 10/19/2006
119.1 10/24/2006 10/17/2006 10/19/2006
119.2 11/21/2006 10/26/2006 10/19/2006
120 11/13/2006 11/13/2006 11/9/2006
121 2/6/2007 2/8/2007 11/17/2006
122 10/6/2006 10/10/2006 10/3/2006
123 10/19/2006 10/16/2006 10/19/2006
126 1/15/2007 1/10/2007 12/18/2006
127 1/11/2007 1/11/2007 1/11/2007
129 2/5/2007 2/5/2007 2/1/2007
130 12/11/2006 1/17/2007 11/30/2006
133 1/30/2007 1/29/2007 2/1/2007
135 11/6/2006 11/2/2006 11/7/2008
136 11/7/2006 11/9/2006 11/3/2006
137 12/13/2006 2/19/2007 12/5/2006
139 1/17/2007 1/19/2007 1/5/2007
142 10/4/2006 10/6/2006 1/4/2007
145 12/8/2006 12/8/2006 1/2/2007
146 12/16/2006 12/6/2006 12/5/2006
151 11/6/2006 11/7/2006 10/27/2006
152 11/9/2006 12/16/2006 10/13/2006
153 10/22/2006 10/23/2006 10/17/2006
154 10/20/2006 10/19/2006 10/12/2006
158 12/8/2006 12/11/2006 12/1/2006
159 11/3/2006 11/2/2006 11/5/2006
163 9/21/2006 9/25/2006 9/28/2006
166 11/17/2006 11/14/2006 Various
166.1 11/17/2006 11/14/2006 10/18/2006
166.2 11/17/2006 11/14/2006 10/20/2006
167 11/9/2006 12/20/2006 11/2/2006
171 1/31/2007 11/1/2006 9/25/2006
172 2/20/2006 12/7/2006 10/27/2006
175 6/5/2006 8/28/2006 8/1/2006
176 2/5/2007 2/5/2007 2/1/2007
177 2/5/2007 12/7/2006 11/27/2006
178 12/18/2006 12/18/2006 12/21/2006
182 11/7/2006 11/7/2006 11/2/2006
185 11/21/2006 12/28/2006 11/27/2006
187 12/13/2006 12/27/2006 11/17/2006
194 12/20/2006 2/19/2007 12/5/2006
195 11/30/2006 12/5/2006 12/1/2006
198 2/2/2007 2/2/2007 11/14/2006
199 12/15/2006 2/19/2007 12/5/2006
200 11/17/2006 11/20/2006 11/10/2006
Loan No. Sponsor (14)
------------------------------------------------------------------------------------------------------------------------------------
2 Simon Property Group, L.P.
12 Xxxxx, Xxxxx; Xxxxx, Xxxxxxx
26 Xxxxx, Xxxxx X.; Xxxxx, Xxxx X.
44 Xxxxxxx, Xxxxxxx X.
57 Persons, III, Xxxxx X.
58 Flesh, Xxxxxx X.
Rollup Xxxxxxx, Jr, X. Xxxxxxx
62 Xxxxxxx, Jr, X. Xxxxxxx
63 Xxxxxxx, Jr, X. Xxxxxxx
71 Xxxxxxxxx, Xxxxxx
72 Flesh, Xxxxxx X.
73 Xxxxxx, Xxxxxxx X.; Flesh, Xxxxxx X.
76 Xxxxxxxx, Xxxx; Xxxxxxxx, Xxxxxx; Xxxxxxxx, Xxxxxxx
77 Xxxxxxxx, Xxxxxx X.
77.1
77.2
79 Vosotas, Xxx X.
80 Booth, Hurley H.
82 Xxxxxxxx, Xxxx X.; Xxxxx, Xxxxxx X.
82.1
82.2
82.3
87 Xxxxx, Xxxxx
91 Xxxxx Associates Limited Partnership
92 Zhang, Kewen
96 Xxxxxxx, Xxxxxxx; Xxxx, Xxxxxx; Xxxxxx, Xxxxxxx
96.1
96.2
96.3
99 Ali, Xxxxxxxx Xxxxx
103 Xxxxx, Xxxxx
106 Xxxxxxx, Xxxxx X.
107 Xxxxxxx, Xxxxx; Xxxxxx, Xxxxx
000 Xxxxx, Xxxxxxxx Xxxxxxx
000 Xxxxxxxxx, Xxxx; Xxxxxxxxx, Xxxx X.
112.1
112.2
114 Xxxxxx, Xxxxxxx X.
118 Xxxx, X. Xxxxxx
119 Xxxxxx, III, Xxxxxx X.
119.1
119.2
120 O'Neil, Jr., Harley D.
121 Xxxxx, Xxxxxx
122 Xxxx, Xxxxxx X.
123 Xxxx, Xxxxxx X.
126 Xxxxxxxx, Xxxxxx X.; Xxxxxxxx, Xxxx Xxx
127 Xxxxxxxx, Xxxxx X.
129 Xxxxxxxx, Xxxxx X.
130 Xxxx, Xxxxxxx; Xxxx, Xxx X.
133 Xxxxxxxx, Xxxx; Xxxxxxxx, Xxxxxx; Xxxxxxxx, Xxxxxxx
135 Xxxxxx, Xxxx
136 Xxxx, Xxxxxx X.
137 X. X. Xxxxxxx Family Limited Partnership; The Park Apartments of Fayetteville Management Company, LLC
139 Amber, Xxxxxx
142 Xxxxxxxx, Xxxx X.
145 Xxxxxxxx, Xxxxxxx
146 Lost Springs Management Company, Inc.; X. X. Xxxxxxx Family Limited Partnership; Xxxxxxxx Properties, a Limited
Partnership,
151 Flesh, Xxxxxx X.
152 Xxxxxxxx, T. Xxxxxx; Xxxxxx, Xxxxxxx X.
000 Xxxxxxxxx, Xxxxxxx; Xxxxxxxxx, Xxxxx
154 Xxxx, Xxxxxx; Xxxxx, Xxxxx X.; Xxxxxxxxxx, Xxx
158 Xxxxx, Xxxxxxx X.
159 Xxxxxxx, Xxx; Xxxx, Xxxxx
163 Xxxxxxxx, Xxxxx X.
000 Xxxxxxxx, Xxxx X.; Xxxxx, Xxxxxx X.
166.1
166.2
167 Xxxxxxxxx, Xxxxx X.
171 Xxxxxxxxxx, Xxxx X.
172 Xxxx, Xxxxx X.
175 Xxxxxxxx, Xxxx X.; Xxxxxx, Xxxxxx; Xxxxx, Xxxxxxx; Xxxxxx, Xxxx
176 Xxxxxxxx, Xxxxx X.
177 Xxxxxx, Xxxxxxx X.; Xxxxxxx, Xxxxxx X.; Xxxxxx, Xxxxxxx X.
178 Xxxxxxx, Xxxxxx X.
182 Xxxx, Xxxxxx X.
185 Mackenzie Properties, Inc.
000 Xxxxx, Xxxxx X.; Xxxx, Xxxxx X.
194 Doubletree I Management Company, Inc.; X. X. Xxxxxxx Family Limited Partnership; Xxxxxx Investments Family Trust;
Xxxxxx, Xxxx X.; Xxxxxx, Xxxxxxxx X.
195 Xxxx, Xxxxxxx; Xxxxxx, Xxxxxxxxxxxxx; Xxxxxx, Xxxxxx
198 Olof, Xxxx X.
199 Paradise View Management Company, Inc.; X.X. Xxxxxxx Family Limited Partnership; Xxxxxxxx Properties, a Limited
Partnership
000 Xxxx, Xxxx; Xxxxxxxx, J Xxxxxxx
GE COMMERCIAL MORTGAGE CORPORATION, SERIES 0000-X0
XXXXX X-0 - XXXXXXX CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED
PROPERTIES
-----------------------------------------------------------------------
Detailed % of % of Applicable
Property Initial Pool Loan Group Loan Group # of
Loan No. Name Balance One or Two Balance Properties
------------------------------------------------------------------------------------------------------------------------------------
3 Manhattan Apartment Portfolio 5.16% 2 19.40% 36
3.1 000 Xxxxxxxxx Xxxxx 0.31% 2 1.18% 1
3.2 000 Xxxx 000xx Xxxxxx 0.27% 2 1.03% 1
3.3 000 Xxxxxxxxx Xxxxx 0.26% 2 0.97% 1
3.4 000 Xxxxxxxxx Xxxxxx 0.25% 2 0.94% 1
3.5 00-00 Xxxxxxxxx Xxxxxx 0.23% 2 0.86% 1
3.6 000 Xxxx 000xx Xxxxxx 0.22% 2 0.83% 1
3.7 00 Xxxxx Xxxxxxxx Xxxxxxx 0.21% 2 0.81% 1
3.8 00-00 Xxxxx Xxxxxxxx Xxxxxxx 0.21% 2 0.78% 1
3.9 000-000 Xxxx 000xx Xxxxxx 0.21% 2 0.78% 1
3.10 165-167 & 000-000 Xxxxxxxxx Xxxxxx 0.21% 2 0.78% 1
3.11 000 Xxxx 000xx Xxxxxx 0.18% 2 0.69% 1
3.12 00 Xxxx 000xx Xxxxxx 0.18% 2 0.67% 1
3.13 000 Xxxx 000xx Xxxxxx 0.17% 2 0.64% 1
3.14 000 Xxxxxxxxx Xxxxxx 0.16% 2 0.61% 1
3.15 000 Xxxx 000xx Xxxxxx 0.16% 2 0.59% 1
3.16 000 Xxxx 000xx Xxxxxx 0.15% 2 0.57% 1
3.17 0-0 Xxxx 000xx Xxxxxx 0.14% 2 0.53% 1
3.18 0-00 Xxxx 000xx Xxxxxx 0.14% 2 0.53% 1
3.19 0-0 Xxxx 000xx Xxxxxx 0.14% 2 0.51% 1
3.20 000 Xxxx 000xx Xxxxxx 0.13% 2 0.49% 1
3.21 0-0 Xxxx 000xx Xxxxxx 0.11% 2 0.42% 1
3.22 0 Xxxx 000xx Xxxxxx 0.11% 2 0.41% 1
3.23 00 Xxxx 000xx Xxxxxx 0.11% 2 0.40% 1
3.24 000 Xxxxxxxxx Xxxxxx 0.10% 2 0.37% 1
3.25 00 Xxxx 000xx Xxxxxx 0.09% 2 0.35% 1
3.26 000 Xxxx 000xx Xxxxxx 0.09% 2 0.33% 1
3.27 000 Xxxx 000xx Xxxxxx 0.08% 2 0.31% 1
3.28 00 Xxxx 000xx Xxxxxx 0.08% 2 0.30% 1
3.29 00 Xxxx 000xx Xxxxxx 0.07% 2 0.27% 1
3.30 000 Xxxx 000xx Xxxxxx 0.07% 2 0.27% 1
3.31 000 Xxxx 000xx Xxxxxx 0.07% 2 0.26% 1
3.32 000 Xxxx 000xx Xxxxxx 0.06% 2 0.21% 1
3.33 000 Xxxx 000xx Xxxxxx 0.06% 2 0.21% 1
3.34 00-00 Xxxx 000xx Xxxxxx 0.05% 2 0.17% 1
3.35 000 Xxxx 000xx Xxxxxx 0.04% 2 0.17% 1
3.36 000 Xxxx 000xx Xxxxxx 0.04% 2 0.14% 1
6 The Enclave 3.79% 2 14.26% 1
15 Palma Sorrento Apartments 1.44% 2 5.42% 1
18 Villa Veneto Apartments 1.37% 2 5.14% 1
20 Piero Apartments 1.02% 2 3.84% 1
21 Magic Sands Mobile Home Park 0.97% 2 3.66% 1
23 0000 Xxxxxxx Xxxxxx 0.78% 1 1.07% 1
29 Island Park 0.62% 2 2.33% 1
30 Oakridge Apartments 0.59% 2 2.21% 1
36 Orchard Heights 0.54% 2 2.03% 1
37 Xxxxxxxxx 0.51% 2 1.93% 1
39 Deerfield Luxury Townhomes 0.50% 2 1.88% 1
43 Westchester Portfolio 0.42% 2 1.60% 3
43.1 Westchester Village 0.20% 2 0.74% 1
43.2 Westchester Square 0.16% 2 0.61% 1
43.3 Washington Manor 0.07% 2 0.25% 1
46 Mansions at Round Rock 0.42% 2 1.57% 1
47 Arbor Station 0.41% 2 1.56% 1
53 Ranch at City Park 0.39% 2 1.46% 1
00 Xxxxxxx Xxxxx Xxxxx 0.37% 2 1.40% 1
57 Xxxxxx Providence 0.37% 2 1.37% 1
58 Bravo Estates 0.36% 2 1.35% 1
60 Xxxxx Xxxxxx Mobile Home Park 0.35% 2 1.33% 1
Rollup Juniper Portfolio 0.35% 2 1.32% 2
62 Juniper Portfolio-Cumberland 0.24% 2 0.91% 1
63 Juniper Portfolio-Lakehurst 0.11% 2 0.41% 1
64 The Xxxxxxxxxx 0.34% 2 1.28% 1
66 River Park Apartments 0.32% 2 1.21% 1
70 Stratford Village Apartments 0.30% 2 1.14% 1
71 The Pointe at Wimbledon 0.30% 2 1.14% 1
72 Rialto I & II MHCs 0.30% 2 1.13% 1
73 Highlands MHC 0.30% 2 1.12% 1
74 Harbour Run Apartments 0.28% 2 1.06% 1
80 0000 Xxxx Xxxx 0.26% 2 0.99% 1
81 Thurms Estates MHP 0.26% 2 0.99% 1
82 Tri Park Portfolio 0.26% 2 0.98% 3
82.1 Flat Rock Village 0.15% 2 0.57% 1
82.2 Spring Valley Estates 0.06% 2 0.21% 1
82.3 Voyager Village 0.05% 2 0.20% 1
91 Garden Gate Apartments 0.24% 2 0.89% 1
00 Xxxxxxxx Xxxxx Apartments 0.23% 2 0.86% 1
99 Club Marina MHC 0.22% 2 0.82% 1
105 Ohio MHP Portfolio 0.19% 2 0.73% 4
105.1 Arrowhead Lake 0.10% 2 0.36% 1
105.2 Swanton Xxxxxxx 0.04% 2 0.16% 1
105.3 Sylvania Estates 0.04% 2 0.13% 1
105.4 Grand Rapids 0.02% 2 0.07% 1
110 Xxxxxxxx Apartments 0.18% 2 0.69% 1
118 Xxxx MHP 0.16% 2 0.61% 1
120 Meadowbrook Apartments 0.16% 2 0.60% 1
122 Tamarack East MHC 0.16% 2 0.59% 1
123 Village Xxxx MHC 0.16% 2 0.58% 1
000 Xxxxxxxx Xxxxxxxx RV Resort 0.15% 1 0.20% 1
000 Xxxxxxx Xxxxxx XXX 0.14% 2 0.53% 1
130 Rivermont Apartments 0.14% 2 0.53% 1
136 Hidden Village MHC 0.13% 2 0.50% 1
137 Park Apartments Phases I & II 0.13% 2 0.50% 1
000 Xxxxx Xxxxx Xxxxxxxxxx Xxxxx II 0.13% 2 0.49% 1
144 Indiana MHP Portfolio 0.12% 2 0.46% 3
144.1 Berkshire Pointe 0.05% 2 0.18% 1
144.2 Beechwood Pointe 0.04% 2 0.15% 1
144.3 Xxxxxxx Pointe 0.04% 2 0.14% 1
146 Lost Springs Apartments 0.12% 2 0.44% 1
151 El Monte MHC 0.12% 2 0.44% 1
000 Xxxxxxxx Xxxxxxx 0.11% 2 0.41% 1
000 XxXxxx Xxxx MHC 0.11% 2 0.40% 1
166 Indian Xxxxx 0.10% 2 0.39% 2
166.1 Woodlake 0.05% 2 0.20% 1
166.2 Indian Village 0.05% 2 0.19% 1
000 Xxxxxx Xxxxxxx MHC 0.10% 2 0.39% 1
176 Viking Estates MHC 0.09% 2 0.34% 1
000 Xxxxxxx Xxxxxxx Apartments 0.09% 2 0.33% 1
180 Roman Gardens Apartments 0.09% 2 0.32% 1
182 Briarwood MHC 0.08% 2 0.29% 1
194 Doubletree I Apartments 0.06% 2 0.22% 1
198 Whispering Pines MHC 0.05% 2 0.19% 1
199 Paradise View Apartments 0.05% 2 0.17% 1
200 Xxxxxx Manor 0.04% 2 0.17% 1
Mortgage Cut-off General Detailed
Loan Date Property Property
Loan No. Seller(2) Balance ($)(3) Type Type Address
------------------------------------------------------------------------------------------------------------------------------------
3 GACC 204,000,000 Multifamily Conventional Various
3.1 GACC 12,400,000 Multifamily Conventional 000 Xxxxxxxxx Xxxxx
3.2 GACC 10,800,000 Multifamily Conventional 000 Xxxx 000xx Xxxxxx
3.3 GACC 10,160,000 Multifamily Conventional 000 Xxxxxxxxx Xxxxx
3.4 GACC 9,920,000 Multifamily Conventional 000 Xxxxxxxxx Xxxxxx
3.5 GACC 9,040,000 Multifamily Conventional 00-00 Xxxxxxxxx Xxxxxx
3.6 GACC 8,720,000 Multifamily Conventional 000 Xxxx 000xx Xxxxxx
3.7 GACC 8,480,000 Multifamily Conventional 00 Xxxxx Xxxxxxxx Xxxxxxx
3.8 GACC 8,240,000 Multifamily Conventional 00-00 Xxxxx Xxxxxxxx Xxxxxxx
3.9 GACC 8,240,000 Multifamily Conventional 000-000 Xxxx 000xx Xxxxxx
0.00 XXXX 8,160,000 Multifamily Conventional 165-167 & 000-000 Xxxxxxxxx Xxxxxx
3.11 GACC 7,280,000 Multifamily Conventional 000 Xxxx 000xx Xxxxxx
3.12 GACC 7,040,000 Multifamily Conventional 00 Xxxx 000xx Xxxxxx
0.00 XXXX 6,720,000 Multifamily Conventional 000 Xxxx 000xx Xxxxxx
3.14 GACC 6,400,000 Multifamily Conventional 000 Xxxxxxxxx Xxxxxx
3.15 GACC 6,160,000 Multifamily Conventional 000 Xxxx 000xx Xxxxxx
3.16 GACC 6,000,000 Multifamily Conventional 000 Xxxx 000xx Xxxxxx
3.17 GACC 5,600,000 Multifamily Conventional 0-0 Xxxx 000xx Xxxxxx
3.18 GACC 5,600,000 Multifamily Conventional 0-00 Xxxx 000xx Xxxxxx
3.19 GACC 5,360,000 Multifamily Conventional 0-0 Xxxx 000xx Xxxxxx
0.00 XXXX 5,200,000 Multifamily Conventional 000 Xxxx 000xx Xxxxxx
3.21 GACC 4,400,000 Multifamily Conventional 0-0 Xxxx 000xx Xxxxxx
3.22 GACC 4,320,000 Multifamily Conventional 0 Xxxx 000xx Xxxxxx
3.23 GACC 4,240,000 Multifamily Conventional 00 Xxxx 000xx Xxxxxx
0.00 XXXX 3,920,000 Multifamily Conventional 000 Xxxxxxxxx Xxxxxx
3.25 GACC 3,680,000 Multifamily Conventional 00 Xxxx 000xx Xxxxxx
0.00 XXXX 3,440,000 Multifamily Conventional 000 Xxxx 000xx Xxxxxx
3.27 GACC 3,280,000 Multifamily Conventional 000 Xxxx 000xx Xxxxxx
3.28 GACC 3,200,000 Multifamily Conventional 00 Xxxx 000xx Xxxxxx
0.00 XXXX 2,880,000 Multifamily Conventional 00 Xxxx 000xx Xxxxxx
0.00 XXXX 2,800,000 Multifamily Conventional 000 Xxxx 000xx Xxxxxx
3.31 GACC 2,720,000 Multifamily Conventional 000 Xxxx 000xx Xxxxxx
3.32 GACC 2,240,000 Multifamily Conventional 000 Xxxx 000xx Xxxxxx
3.33 GACC 2,240,000 Multifamily Conventional 000 Xxxx 000xx Xxxxxx
3.34 GACC 1,840,000 Multifamily Conventional 00-00 Xxxx 000xx Xxxxxx
3.35 GACC 1,760,000 Multifamily Conventional 000 Xxxx 000xx Xxxxxx
3.36 GACC 1,520,000 Multifamily Conventional 000 Xxxx 000xx Xxxxxx
0 XXXX 150,000,000 Multifamily Conventional 00000 Xxx Xxxx Xxxxx
15 GACC 57,020,000 Multifamily Conventional 000 Xxxx Xxxxxx Xxxxxxxxx
18 GACC 54,070,000 Multifamily Conventional 000 Xx Xxxxxx Xxxxx
20 BofA 40,400,000 Multifamily Conventional 000 Xx. Xxxx Xxxxxx
21 GACC 38,500,000 Manufactured Housing Manufactured Housing 000 Xxxxxxx Xxxx Xxxx
00 XXXX 31,000,000 Multifamily Conventional 0000 Xxxxxxx Xxxxxx
29 GACC 24,500,000 Multifamily Conventional 0000 Xxxxxx Xxxx Xxxxxxxxx
00 XXXX 23,250,000 Multifamily Conventional 000 Xxxxx Xxxxxxxx Xxxx
00 XXXX 21,400,000 Multifamily Conventional 000 Xxxxx Xxxxxx Xxxxxx
37 GACC 20,300,000 Multifamily Conventional 0000 Xxxx Xxxxxxx Xxxx
39 GACC 19,750,000 Multifamily Conventional 0000 Xxxxxx Xxxxxxx
00 XXXX 16,800,000 Multifamily Conventional Various
43.1 BCRE 7,736,000 Multifamily Conventional 0000 Xxxxxx Xxxxxx
43.2 BCRE 6,384,000 Multifamily Conventional 0000 Xxxxxxxx Xxxxx
43.3 BCRE 2,680,000 Multifamily Conventional 0000 Xxxxxxxx Xxxxxx
46 GACC 16,500,000 Multifamily Conventional 000 Xxxxx Xxxxx Xxxxxxxxx
00 XXXX 16,400,000 Multifamily Conventional 0000 Xxxxxx Xxxxx Xxxx
53 BofA 15,367,510 Multifamily Conventional 00000 Xxxx Xxxx Xxxxxxx Xxxx
55 BofA 14,720,000 Multifamily Conventional 000 Xxxxxxx Xxxxx Xxxxx
00 XXXX 14,455,000 Multifamily Conventional 0000 Xxxxxx Xxx Xxxxxx
58 GECC 14,200,000 Manufactured Housing Manufactured Housing 0000 Xxxxxx Xxxx
60 GACC 14,030,000 Manufactured Housing Manufactured Housing 0000 Xxxxx Xxxxxx Xxxxxxxxx
Rollup GECC 13,880,000 Multifamily Conventional Various
62 GECC 9,600,000 Multifamily Conventional 000 Xxxxxxx Xxxxx
00 XXXX 4,280,000 Multifamily Conventional 0000 Xxxxxxxxx Xxxxx
64 BofA 13,500,000 Multifamily Conventional 0000 Xxxxxxxxx Xxxxxxxxx
00 XXXX 12,700,000 Multifamily Conventional 0000 Xxxxx Xxxx Xxxxx
00 XXXX 12,000,000 Multifamily Conventional 0000 Xxxxxx Xxxx Xxxx
00 XXXX 12,000,000 Multifamily Conventional 0000 Xxxxxxxxx Xxxxx
72 GECC 11,850,000 Manufactured Housing Manufactured Housing 000 Xxxxx Xxxxxx Xxxxxx
73 GECC 11,760,000 Manufactured Housing Manufactured Housing 0000 Xxxxxx Xxxxxx
74 BCRE 11,200,000 Multifamily Conventional 0000 Xxxxxx Xxxxxxx
80 GECC 10,450,000 Multifamily Student Housing 0000 Xxxx Xxxx
00 XXXX 10,400,000 Manufactured Housing Manufactured Housing 000 Xxxxx Xxxx Xxxxxx
82 GECC 10,300,000 Manufactured Housing Manufactured Housing Various
82.1 GECC 6,000,000 Manufactured Housing Manufactured Housing 00000 Xxxxx Xxxxxxxxx Xxxx
82.2 GECC 2,200,000 Manufactured Housing Manufactured Housing 0000 Xxxxx Xxxxx 000
82.3 GECC 2,100,000 Manufactured Housing Manufactured Housing 00 Xxxxxxx Xxxxxxxxx
91 GECC 9,400,000 Multifamily Conventional 0000 Xxxxxxx Xxxxx
95 BofA 9,000,000 Multifamily Conventional 000 Xxxxxxxxx Xxxx
00 XXXX 8,575,000 Manufactured Housing Manufactured Housing 00 Xxxxxxxx Xxxxxx
000 XXXX 7,636,000 Manufactured Housing Manufactured Housing Various
105.1 BCRE 3,837,263 Manufactured Housing Manufactured Housing 0000 Xxxxx Xxxxxx Xxxxxxxxx Xxxx
105.2 BCRE 1,695,177 Manufactured Housing Manufactured Housing 00000 Xxxxxxx Xxxx 4
105.3 BCRE 1,413,931 Manufactured Housing Manufactured Housing 0000 Xxxx Xxxxxxx Xxxxxx
105.4 BCRE 689,629 Manufactured Housing Manufactured Housing 00000 Xxxxxxxxxx Xxxx
000 XXXX 7,300,000 Multifamily Conventional 000 Xxxxx XxXxxx Xxxxxxx
000 XXXX 6,400,000 Manufactured Housing Manufactured Housing 0000 Xxxx Xxxxxx Xxxx
000 XXXX 6,302,744 Multifamily Conventional 0000-0000 Xxxxxxxxx Xxxxxxxx Xxxxx
122 GECC 6,250,000 Manufactured Housing Manufactured Housing 0000 Xxxxx Xxxxxxxxx Xxxx
123 GECC 6,150,000 Manufactured Housing Manufactured Housing 0000 Xxxxxxxx Xxxx
127 GECC 5,838,989 Manufactured Housing Manufactured Housing 00000 Xxxxxxxxx Xxxxx Xxxxxxxxx
129 GECC 5,600,000 Manufactured Housing Manufactured Housing 0000 000xx Xxxxxx Xxxx
000 XXXX 5,540,000 Multifamily Conventional 0000 Xxxxx Xxxxxxxx Xxxx
136 GECC 5,250,000 Manufactured Housing Manufactured Housing 0000 00xx Xxxxxx Xxxxx
000 XXXX 5,213,842 Multifamily Conventional 0000 Xxxxxxxxx Xxxxx
000 XXXX 5,184,568 Multifamily Conventional 0000 Xxxxxx Xxxxx
000 XXXX 4,855,367 Manufactured Housing Manufactured Housing Various
144.1 BCRE 1,885,790 Manufactured Housing Manufactured Housing 8000 Berkshire Point
144.2 BCRE 1,538,978 Manufactured Housing Manufactured Housing 0000 Xxxx Xxxx Xxxx
144.3 BCRE 1,430,599 Manufactured Housing Manufactured Housing 0000 Xxxxxxxxx Xxxx
000 XXXX 4,629,112 Multifamily Conventional 0000 Xxxxx 00xx Xxxxxx
151 GECC 4,584,000 Manufactured Housing Manufactured Housing 0000 Xxxxxx Xxxxxx
000 XXXX 4,300,000 Multifamily Conventional 0000 Xxxxxxxxxx Xxx
000 XXXX 4,186,219 Manufactured Housing Manufactured Housing 0000 Xxxxx Xxxx Xxxxx
000 XXXX 4,100,000 Manufactured Housing Manufactured Housing Various
166.1 GECC 2,077,578 Manufactured Housing Manufactured Housing 00000 Xxxxxxxx Xxxx
166.2 GECC 2,022,422 Manufactured Housing Manufactured Housing 0000 XxXxxx Xxxx
000 XXXX 4,100,000 Manufactured Housing Manufactured Housing 0000 Xxxxxxx Xxxxxx
176 GECC 3,625,000 Manufactured Housing Manufactured Housing 15401 000xx Xxxxxx Xxxxx Xxxx
000 XXXX 3,480,000 Multifamily Conventional 00000 Xxxxxxxx Xxxxx
180 GACC 3,380,000 Multifamily Student Housing 0000 Xxxx 000 Xxxxx
000 XXXX 3,100,000 Manufactured Housing Manufactured Housing 0000 Xxxx Xxxx Xxxx 000
000 XXXX 2,290,192 Multifamily Conventional 000 Xxxx Xxxx Xxxxxx
198 GECC 2,040,000 Manufactured Housing Manufactured Housing 0000 Xxxxx 00xx Xxxxxx
199 GECC 1,802,917 Multifamily Conventional 0000 Xxx Xxxxxx Xxxxx
200 GECC 1,750,000 Manufactured Housing Manufactured Housing 0000 0xx Xxxxxx
Net Loan per Net
Rentable Rentable Occupancy
Loan No. City County State Zip Code Units/Pads/Beds Unit/Pad/Bed ($) Rate
------------------------------------------------------------------------------------------------------------------------------------
0 Xxx Xxxx Xxx Xxxx XX Various 1,083 188,366 96.9%
3.1 Xxx Xxxx Xxx Xxxx XX 00000 66 187,879 93.9%
3.2 Xxx Xxxx Xxx Xxxx XX 00000 61 177,049 98.4%
3.3 Xxx Xxxx Xxx Xxxx XX 00000 55 184,727 100.0%
3.4 Xxx Xxxx Xxx Xxxx XX 00000 50 198,400 94.0%
3.5 Xxx Xxxx Xxx Xxxx XX 00000 40 226,000 97.6%
3.6 Xxx Xxxx Xxx Xxxx XX 00000 43 202,791 95.3%
3.7 Xxx Xxxx Xxx Xxxx XX 00000 54 157,037 98.1%
3.8 Xxx Xxxx Xxx Xxxx XX 00000 54 152,593 98.2%
3.9 Xxx Xxxx Xxx Xxxx XX 00000 57 144,561 94.7%
3.10 Xxx Xxxx Xxx Xxxx XX 00000 49 166,531 98.0%
3.11 Xxx Xxxx Xxx Xxxx XX 00000 39 186,667 97.4%
3.12 Xxx Xxxx Xxx Xxxx XX 00000 31 227,097 100.0%
3.13 Xxx Xxxx Xxx Xxxx XX 00000 41 163,902 97.6%
3.14 Xxx Xxxx Xxx Xxxx XX 00000 28 228,571 82.1%
3.15 Xxx Xxxx Xxx Xxxx XX 00000 24 256,667 95.8%
3.16 Xxx Xxxx Xxx Xxxx XX 00000 19 315,789 100.0%
3.17 Xxx Xxxx Xxx Xxxx XX 00000 24 233,333 100.0%
3.18 Xxx Xxxx Xxx Xxxx XX 00000 24 233,333 95.8%
3.19 Xxx Xxxx Xxx Xxxx XX 00000 24 223,333 100.0%
3.20 Xxx Xxxx Xxx Xxxx XX 00000 33 157,576 97.0%
3.21 Xxx Xxxx Xxx Xxxx XX 00000 24 183,333 100.0%
3.22 Xxx Xxxx Xxx Xxxx XX 00000 20 216,000 100.0%
3.23 Xxx Xxxx Xxx Xxxx XX 00000 19 223,158 100.0%
3.24 Xxx Xxxx Xxx Xxxx XX 00000 25 156,800 88.0%
3.25 Xxx Xxxx Xxx Xxxx XX 00000 20 184,000 100.0%
3.26 Xxx Xxxx Xxx Xxxx XX 00000 20 172,000 100.0%
3.27 Xxx Xxxx Xxx Xxxx XX 00000 15 218,667 100.0%
3.28 Xxx Xxxx Xxx Xxxx XX 00000 20 160,000 90.0%
3.29 Xxx Xxxx Xxx Xxxx XX 00000 19 151,579 100.0%
3.30 Xxx Xxxx Xxx Xxxx XX 00000 15 186,667 100.0%
3.31 Xxx Xxxx Xxx Xxxx XX 00000 20 136,000 90.0%
3.32 Xxx Xxxx Xxx Xxxx XX 00000 10 224,000 100.0%
3.33 Xxx Xxxx Xxx Xxxx XX 00000 10 224,000 100.0%
3.34 Xxx Xxxx Xxx Xxxx XX 00000 10 184,000 100.0%
3.35 Xxx Xxxx Xxx Xxxx XX 00000 10 176,000 100.0%
3.36 Xxx Xxxx Xxx Xxxx XX 00000 10 152,000 100.0%
0 Xxxxxx Xxxxxx Xxxxxxxxxx XX 00000 1,119 134,048 76.0%
00 Xxx Xxxx Xxxxx Xxxxx XX 00000 274 208,102 90.9%
00 Xxx Xxxx Xxxxx Xxxxx XX 00000 226 239,248 94.2%
00 Xxx Xxxxxxx Xxx Xxxxxxx XX 00000 225 179,556 92.9%
00 Xxx Xxxx Xxxxx Xxxxx XX 00000 541 71,165 100.0%
00 Xxxxxxxx Xxxxx XX 00000 144 215,278 96.5%
29 Xxxxxxxxxx Xxxxx XX 00000 314 78,025 93.3%
30 Aurora Xxxxxxxx XX 00000 472 49,258 93.6%
00 Xxxxxx Xxx Xxxxxxxxxx XX 00000 347 61,671 91.4%
00 Xxx Xxxxx Xxxxx XX 00000 344 59,012 90.1%
00 Xxxxxxxxxx Xx. Xxxxx XX 00000 166 118,976 97.0%
43 Various Polk IA Various 574 29,268 85.9%
43.1 Xxx Xxxxxx Xxxx XX 00000 334 23,162 84.1%
43.2 Xxx Xxxxxx Xxxx XX 00000 168 38,000 85.7%
43.3 Xxxx Xxx Xxxxxx Xxxx XX 00000 72 37,222 94.4%
00 Xxxxx Xxxx Xxxxxxxxxx XX 00000 256 64,453 93.8%
00 Xxxxxxxxxx Xxxxxxxxxx XX 00000 288 56,944 97.6%
00 Xxxxxxx Xxxxxx XX 00000 270 56,917 91.9%
00 Xxxxxxxxx Xxxxxx XX 00000 384 38,333 94.0%
00 Xxxxxxxxxx Xxxxxxx XX 00000 244 59,242 93.4%
00 Xxxxxxxxx Xxxxxxxxx XX 00000 240 59,167 100.0%
00 Xxx Xxxx Xxxxx Xxxxx XX 00000 147 95,442 100.0%
Rollup Various Cumberland NC Various 352 39,432 82.9%
62 Xxxxxxxxxxxx Xxxxxxxxxx XX 00000 248 39,432 77.8%
00 Xxxxxx Xxxx Xxxxxxxxxx XX 00000 104 39,432 95.2%
00 Xxxxxxxxxx Xxxxxxxx XX 00000 224 60,268 98.7%
00 Xxxx Xxxxx Xxxxxxx XX 00000 280 45,357 93.9%
00 Xxxxxxxxxx Xxxxxxxxxx XX 00000 224 53,571 95.1%
00 Xxxxxxxxxx Xxxx XX 00000 184 65,217 94.0%
00 Xxxxxx Xxx Xxxxxxxxxx XX 00000 327 36,239 98.2%
00 Xxxxxxxx Xxx Xxxxxxxxxx XX 00000 215 54,698 100.0%
74 Mentor-on-the-Lake Xxxx XX 00000 280 40,000 81.4%
80 Xxxxxxxxxxx Xxxx XX 00000 136 76,838 94.4%
81 Calverton Xxxxxxx XX 00000 326 31,902 97.4%
82 Various Various Various Various 644 15,994 79.2%
82.1 Xxxxxxxx Xxxxxx XX 00000 332 18,072 71.7%
82.2 Xxxxxx Xxxxxx Xxxxxx XX 00000 163 13,497 86.5%
82.3 Xxxxxx Xxxxxxxxxx XX 00000 149 14,094 87.9%
00 Xxxxxxxx Xxxx Xxxxxxxx XX 00000 113 83,186 100.0%
00 Xxxxxxx Xxxxxxxx XX 00000 100 90,000 99.0%
00 Xxx Xxxxx Xxxxxx Xxxxx XX 00000 170 50,441 100.0%
105 Various Various OH Various 541 14,115 88.9%
105.1 Xxxxxxx Xxxxx XX 00000 247 15,535 88.7%
105.2 Swanton Xxxxxx XX 00000 136 12,465 83.8%
105.3 Toledo Xxxxx XX 00000 92 15,369 92.4%
105.4 Xxxxx Xxxxxx Xxxx XX 00000 66 10,449 95.5%
000 Xxx Xxxxxx Xxx Xxxxxx XX 00000 129 56,589 93.8%
000 Xxxxxxxxxxx Xxxx XX 00000 163 39,264 95.1%
000 Xxxxxxxxx Xxxx XX 00000 115 54,806 95.7%
122 Xxxxxxx Xxxxxx XX 00000 135 46,296 96.0%
000 Xxxxxxxxx Xxxxxxx XX 00000 144 42,708 91.7%
000 Xxxxxxxx Xxxxxxxxx XX 00000 407 14,346 70.0%
000 Xxxxxxxx Xxxxxx XX 00000 126 44,444 97.6%
000 Xxxxxxxxxxxx Xxxxxxxxxx XX 00000 106 52,264 91.5%
000 Xxxxx Xxxxxxxxxx Xxxxxxxx XX 00000 130 40,385 97.8%
000 Xxxxxxxxxxxx Xxxxxxxxxx XX 00000 324 16,092 98.8%
000 Xxxxxxxxxxxx Xxxxxx XX 00000 96 54,006 91.7%
144 Various Various IN Various 350 13,872 69.1%
144.1 Xxx Xxxxxxxxx Xxxxxxxx XX 00000 115 16,398 91.3%
144.2 Xxxxxx Xxxxx XX 00000 120 12,825 49.2%
144.3 Scottsburg Xxxxx XX 00000 115 12,440 67.8%
000 Xxxxxx Xxxxxx XX 00000 240 19,288 98.8%
000 Xx Xxxxx Xxx Xxxxxxx XX 00000 79 58,025 100.0%
000 Xxxxxxxx Xxxxxx XX 00000 154 27,922 94.2%
000 Xxxxxx Xxxxxx XX 00000 122 34,313 95.1%
000 Xxxxxxx Xxxxxxx XX Various 349 11,748 81.9%
166.1 Xxxxxxxx Xxxx XX 00000 145 14,328 86.2%
166.2 Xxxx Xxxxx XX 00000 204 9,914 78.9%
000 Xxxxx Xxxxxxxxxx Xxxxxxxx XX 00000 216 18,981 92.1%
000 Xxxxxxxx Xxxxxx XX 00000 75 48,333 100.0%
000 Xxxxx Xxxx Xxxxxxxx XX 00000 136 25,588 96.3%
180 Xxxxx Xxxx XX 00000 47 71,915 93.6%
000 Xxxxxxxxx Xxxxxxx Xxxxxx XX 00000 167 18,563 80.8%
000 Xxxxxx Xxxxxx XX 00000 216 10,603 97.7%
000 Xxxxxx Xxxxxx XX 00000 66 30,909 97.0%
000 Xxxxxxxxxxxx Xxxxxxxxxx XX 00000 132 13,658 98.5%
000 Xxxxxx Xxxxx XX 00000 76 23,026 96.1%
Studio
--------------------------------------------
Occupancy Elevator(s) Utilities # Avg Rent per Max
Loan No. As-of Date (Yes/No) Paid by Tenant Units (15) mo. ($)(15) Rent ($)(15)
---------------------------------------------------------------------------------------------------------------------
3 1/1/2007 Various Various
3.1 1/1/2007 Yes Electric, Gas
3.2 1/1/2007 Yes Electric 1 1,699 1,699
3.3 1/1/2007 Yes Electric, Gas 2 961 1,100
3.4 1/1/2007 Yes Electric, Gas
3.5 1/1/2007 Yes Electric, Gas
3.6 1/1/2007 Yes Electric 4 829 975
3.7 1/1/2007 Yes Electric
3.8 1/1/2007 Yes Electric
3.9 1/1/2007 No Electric 1 787 787
3.10 1/1/2007 Yes Electric 1 1,750 1,750
3.11 1/1/2007 Yes Electric, Gas 7 980 1,079
3.12 1/1/2007 Yes Electric, Gas
3.13 1/1/2007 Yes Electric
3.14 1/1/2007 Yes Electric, Gas
3.15 1/1/2007 No Electric, Gas
3.16 1/1/2007 No Electric, Gas
3.17 1/1/2007 No Electric, Gas
3.18 1/1/2007 No Electric, Gas
3.19 1/1/2007 Yes Electric, Gas
3.20 1/1/2007 Yes Electric
3.21 1/1/2007 Yes Electric, Gas
3.22 1/1/2007 No Electric, Gas
3.23 1/1/2007 No Electric, Gas
3.24 1/1/2007 Yes Electric, Gas
3.25 1/1/2007 No Electric, Gas
3.26 1/1/2007 No Electric 1 517 517
3.27 1/1/2007 No Electric, Gas
3.28 1/1/2007 No Electric, Gas 1 1,399 1,399
3.29 1/1/2007 No Electric 1 1,747 1,747
3.30 1/1/2007 No Electric
3.31 1/1/2007 No Electric, Gas 5 493 965
3.32 1/1/2007 No Electric, Gas
3.33 1/1/2007 No Electric, Gas
3.34 1/1/2007 No Electric, Gas
3.35 1/1/2007 No Electric, Gas
3.36 1/1/2007 No Electric, Gas 1 1,675 1,675
6 1/31/2007 Yes Electric, Sewer, Water 213 1,380 1,410
15 1/3/2007 No Electric, Sewer, Water
18 1/3/2007 No Electric, Sewer, Water
20 2/28/2007 Yes Electric, Gas 25 1,578 1,578
21 2/23/2007 Electric, Sewer, Water
23 2/14/2007 No Electric, Gas
29 3/8/2007 No Electric, Water
30 1/15/2007 No Electric, Gas, Sewer, Water
36 11/15/2006 No Electric
37 3/16/2007 No Electric, Sewer, Water
39 3/7/2007 No Electric, Gas, Sewer, Water
43 1/1/2007 No Electric
43.1 1/1/2007 No Electric
43.2 1/1/2007 No Electric
43.3 1/1/2007 No Electric
46 3/1/2007 No Electric
47 11/30/2006 No Electric
53 2/14/2007 No Water
55 12/6/2006 No Electric, Sewer, Water
57 1/3/2007 No Electric
58 9/30/2006 Electric, Gas, Sewer, Water
60 2/23/2007 Electric, Gas, Sewer, Water
Rollup Various No Electric, Sewer, Water
62 12/14/2006 No Electric, Sewer, Water
63 1/3/2007 No Electric, Sewer, Water
64 2/1/2007 No Electric, Gas, Sewer, Water
66 11/16/2006 No Electric, Sewer, Water
70 11/30/2006 No Electric
71 12/31/2006 No Electric
72 9/30/2006 Electric, Gas, Sewer, Water
73 9/30/2006 Electric, Gas, Sewer, Water
74 12/26/2006 No Electric, Gas
80 11/15/2006 No Electric, Sewer, Water
81 2/1/2007 Electric, Gas
82 10/4/2006 Electric, Gas, Sewer, Water
82.1 10/4/2006 Electric, Gas, Sewer, Water
82.2 10/4/2006 Electric, Gas, Sewer, Water
82.3 10/4/2006 Electric, Gas, Sewer, Water
91 8/31/2006 No Electric, Water
95 12/22/2006 No Electric
99 1/31/2007 Electric, Gas, Sewer, Water
105 10/31/2006 Electric, Gas
105.1 10/31/2006 Electric, Gas
105.2 10/31/2006 Electric, Gas
105.3 10/31/2006 Electric, Gas
105.4 10/31/2006 Electric, Gas
110 11/30/2006 No Electric
118 11/1/2006 Electric, Gas, Sewer, Water
120 11/30/2006 Yes Electric
122 9/12/2006 Electric, Gas, Sewer, Water
123 8/31/2006 Electric, Gas, Sewer, Water
127 11/30/2006 Electric
129 1/4/2007 Electric, Sewer, Water
130 12/12/2006 No Electric
136 9/26/2006 Electric, Gas, Sewer, Water
137 11/30/2006 No Electric, Gas, Sewer, Water
138 12/1/2006 No Electric
144 11/28/2006 Electric, Gas, Sewer, Water
144.1 11/28/2006 Electric, Gas, Sewer, Water
144.2 11/28/2006 Electric, Gas, Sewer, Water
144.3 11/28/2006 Electric, Gas, Sewer, Water
146 11/1/2006 No Electric, Gas, Sewer, Water
151 9/30/2006 Electric, Sewer, Water
157 10/24/2006 No Electric, Gas
163 8/31/2006 Electric, Gas, Sewer, Water
166 8/30/2006 Various
166.1 8/30/2006 Electric, Gas, Sewer, Water
166.2 8/30/2006 Electric, Gas
167 9/30/2006 Electric, Gas, Sewer, Water
176 1/4/2007 Electric, Water
179 12/16/2006 No Electric
180 1/22/2007 No Electric
182 8/31/2006 Electric, Gas
194 10/31/2006 No Electric, Water
198 9/1/2006 Electric
199 10/31/2006 No Electric, Gas, Sewer, Water
200 10/1/2006 Electric
1 Bedroom 2 Bedroom
--------------------------------------------------- -------------------------------------------------
# Avg Rent per Max # Avg Rent per Max
Loan No. Units (15) mo. ($)(15) Rent ($)(15) Units (15) mo. ($)(15) Rent ($)(15)
-----------------------------------------------------------------------------------------------------------------------------
3
3.1 1 169 169 43 997 2,084
3.2 38 1,311 2,479 17 1,236 2,479
3.3 13 596 736 9 776 2,100
3.4 9 904 1,310 35 1,162 2,085
3.5 18 1,186 2,321
3.6 4 1,103 1,276 23 1,007 2,200
3.7 11 884 1,180 40 951 1,800
3.8 14 852 1,175 37 815 1,600
3.9 27 893 1,207 11 796 1,182
3.10 20 955 1,399 27 1,226 1,759
3.11 6 841 1,150 13 687 1,387
3.12 1 339 339 13 1,540 2,877
3.13 5 653 1,150 16 731 1,550
3.14 3 749 1 1,650 1,650
3.15 10 1,021 1,600
3.16
3.17 5 969 1,500
3.18 2 1,622 1,852
3.19 12 1,057 1,885
3.20 1 32 727 1,800
3.21 1 783 783 18 999 1,932
3.22 10 1,149 1,668 10 1,155 1,620
3.23 9 1,160 1,816
3.24
3.25 20 1,016 1,451
3.26 5 1,263 1,663
3.27 9 967 1,564
3.28 3 236 236 8 1,019 1,989
3.29 9 1,315 1,989
3.30 13 1,008 1,299 2 1,135 1,137
3.31 15 645 1,200
3.32 10 1,402 1,899
3.33 10 1,319 2,157
3.34 5 1,268 1,707 5 1,330 1,800
3.35 9 1,073 1,800
3.36 8 1,277 1,688
6 282 1,734 1,810 396 2,041 2,045
15 89 1,400 1,450 152 1,692 1,860
18 49 1,471 1,575 153 1,834 1,990
20 135 1,772 1,772 65 2,340 2,340
21
23 96 1,381 1,826 48 1,766 2,748
29 83 799 807 153 925 940
30 194 553 644 278 670 811
36 62 686 890 284 953 1,115
37 100 610 610 220 735 735
39 110 905 939
43
43.1 12 530 545 322 585 1,290
43.2 91 580 750 77 730 750
43.3 7 625 625 65 735 750
46 124 730 795 106 940 1,046
47 112 595 635 152 681 779
53 156 802 845 114 1,084 1,110
55 168 548 590 200 676 749
57 96 730 820 120 837 861
58
60
Rollup
62 48 546 630 180 657 732
63 17 582 625 71 682 712
64 112 651 700 72 825 890
66 164 569 791 116 745 1,119
70 92 570 655 100 648 735
71 96 618 625 88 766 795
72
73
74 140 599 599 140 699 699
80 64 726 770
81
82
82.1
82.2
82.3
91 80 904 953
95 69 991 1,015 31 1,141 1,215
99
105
105.1
105.2
105.3
105.4
110 63 648 725 65 788 825
118
120 34 718 775 75 837 900
122
123
127
129
130 36 578 635 58 704 794
136
137 108 434 450 216 513 525
138 16 616 630 48 695 720
144
144.1
144.2
144.3
146 80 425 430 160 505 520
151
157 89 639 790 65 744 770
163
166
166.1
166.2
167
176
179 89 456 475 47 559 580
180 1 480 480 36 1,051 1,080
182
194 72 393 420 144 403 430
198
199 44 443 455 88 543 555
200
3 Bedroom 4 Bedroom
--------------------------------------------------- -----------------------------------------------
# Avg Rent per Max # Avg Rent per Max
Loan No. Units (15) mo. ($) (15) Rent ($) (15) Units (15) mo. ($) (15) Rent ($) (15)
-----------------------------------------------------------------------------------------------------------------------------
3
3.1 13 1,074 2,764 9 675 1,274
3.2 5 709 877
3.3 21 704 1,094 10 697 961
3.4 6 1,149 1,813
3.5 17 949 2,672 5 2,417 3,200
3.6 11 874 1,372
3.7 1 1,380 1,380
3.8 3 1,348 1,350
3.9 17 711 1,688
3.10 1 2,200 2,200
3.11 6 794 1,699 7 535 635
3.12 12 787 2,620 5 1,267 1,861
3.13 14 873 1,900 5 735 1,257
3.14 16 1,057 1,695 8 819 1,349
3.15 14 1,469 2,400
3.16 19 1,439 2,450
3.17 13 781 2,304 6 1,527 3,000
3.18 10 1,027 2,000 11 1,189 2,600
3.19 9 1,111 2,399 3 1,100 1,242
3.20
3.21 4 899 1,512 1 1,072 1,072
3.22
3.23 10 1,569 2,079
3.24 16 538 1,600 8 759 1,649
3.25
3.26 6 578 1,201 8 585 1,203
3.27 3 556 913 3 976 1,516
3.28 8 1,486 1,989
3.29 9 821 1,989
3.30
3.31
3.32
3.33
3.34
3.35 1 2,638 2,638
3.36
6 228 2,320 2,365
15 33 2,065 2,095
18 24 2,277 2,339
20
21
23
29 78 1,106 1,106
30
36 1 1,000 1,000
37 24 875 875
39 56 1,216 1,355
43
43.1
43.2
43.3
46 26 1,263 1,275
47 24 825 909
53
55 16 920 920
57 28 966 990
58
60
Rollup
62 20 765 849
63 16 752 825
64 40 1,009 1,009
66
70 32 757 790
71
72
73
74
80 72 960 1,070
81
82
82.1
82.2
82.3
91 33 972 1,007
95
99
105
105.1
105.2
105.3
105.4
110 1 899 899
118
120 6 1,080 1,200
122
123
127
129
130 12 945 1,035
136
137
138 32 787 850
144
144.1
144.2
144.3
146
151
157
163
166
166.1
166.2
167
176
179
180 10 1,440 1,440
182
194
198
199
200
FOOTNOTES TO ANNEX A-1 AND A-2
--------------------------------------------------------------------------------
1 The Manhattan Apartment Portfolio consists of the following Borrower
entities: 00-00 Xxxxxxxxx Xxxxxx LLC; 0 Xxxx 000xx Xxxxxx LLC; 00-00 Xxxx
000xx Xxxxxx LLC; 000 X. 000xx Xxxxxx LLC; 000 Xxxx 000xx Xxxxxx LLC; 000
X. 000xx Xxxxxx LLC; 00 X. 000xx Xxxxxx LLC; 000 Xxxx 000xx Xxxxxx LLC;
000 Xxxx 000xx Xxxxxx LLC; 000 Xxxx 000xx Xxxxxx LLC; 000-000 Xxxxxxxxx
Xxxxxx LLC; 00 Xxxx 000xx Xxxxxx LLC; 00 X. 000xx Xxxxxx LLC; 00 X. 000xx
Xxxxxx LLC; 00 X. 000xx Xxxxxx LLC; 0-0 X. 000xx Xxxxxx LLC; 0-0 Xxxx
000xx Xxxxxx LLC; 0-0 X. 000xx Xxxxxx LLC; 0-00 Xxxx 000xx Xxxxxx LLC; 000
X. 000xx Xxxxxx LLC; 000 X. 000xx Xxxxxx LLC; 000 X. 000xx Xxxxxx LLC; 000
X. 000 Xxxxxx LLC; 000 X. 000xx Xxxxxx LLC; 000 Xxxxxxxxx Xxxxxx XX LLC;
000 X. 000xx Xxxxxx LLC; 000 X. 000xx Xxxxxx LLC; 000 X. 000xx Xxxxxx LLC;
000 Xxxxxxxxx Xxxxx XX LLC; 000 Xxxxxxxxx XX Associates LLC; 000-000 Xxxx
000xx Xxxxxx LLC; 00-00 Xx. Xxxxxxxx Xxxxxxx LLC; 00 Xx. Xxxxxxxx Xxxxxxx
LLC; 000 X. 000xx Xxxxxx LLC; 000 Xxxxxxxxx Xxxxxx LLC; 000 Xxxxxxxxx
Xxxxxx LLC
2 GECC - General Electric Capital Corporation, GACC - German American
Capital Corporation, Bank of America - Bank of America, N.A., Barclays -
Barclays Capital Real Estate Inc.
3 With respect to Loan Nos. 1, 4, 8, 9, 6, 11, 24, 41, 111 and 114, the
Cut-off Date Balance represents a pari passu note in a split loan
structure or the senior note in a senior/subordinate loan structure.
4 Annual Debt Service and Monthly Debt Service for loans with partial
interest-only periods are shown after the expiration of the interest-only
period, excluding Loan No. 10 and Loan No. 165. Annual Debt Service and
Monthly Debt Service for loans which pay interest only for the entirety of
their respective loan terms or do not have a fixed monthly principal and
interest payment are calculated using the average monthly payment for the
first 12 payment periods after the Cut-off Date on such mortgage loans.
With respect to Loan No. 10 and Loan No. 165, the DSCR's are based on
fixed payment schedules included in Annex A-5 and Annex A-6, respectively,
to this prospectus supplement.
5 Hard means each tenant transfers its rent directly to the Lockbox account;
"Soft" means each tenant transfers its rent to the related borrower or
property manager who then is required to transfer the funds into the
Lockbox account; "Springing Hard" means that a Lockbox is not in use at
closing, but upon occurrence of a trigger event, as defined in the related
loan documents, each tenant will be required to transfer its rent directly
to the Lockbox account.
6 With respect to Loan Nos. 1, 3, 8, 6, 22, and 27 the DSCR is based on
projected underwritten net cash flow.
7 With respect to Loan Nos. 1, 3, 8, 6, 17, 22, 27, 37, 38, 39, 48, 62, 63,
68, 106, 111, 123, 135, 136, 139 and 163 the DSCR and/or LTV ratio was
calculated taking into account a holdback amount, letter of credit and/or
sponsor guarantee or was calculated based on assumptions regarding the
future financial performance of the related mortgaged property on a
stabilized basis. For information regarding adjustments to the
calculations see "Description of the Mortgage Pool-Certain Terms and
Conditions of the Mortgage Loans-Performance Escrows; Adjustments to DSCR
and/or LTV Ratio."
8 With respect to Loan No. 7, the DSCR calculation is based on net cash
flow, which includes income from monthly payments under a rent enhancement
lease.
9 For those mortgage loans indicating an Appraisal As-of Date beyond the
Cut-off Date, the Appraisal Value and the corresponding Appraisal As-of
Date are based on stabilization.
10 Net Rentable Area Sq. Ft./Units/Keys includes square footage for ground
lease tenants.
11 With respect to Loan No. 190, the number of units reflect only the
multifamily units and do not include the two retail units at the mortgaged
property.
12 For purposes of the information presented, a Mortgaged Property is, in
some cases, considered "occupied" by a tenant if such tenant has executed
a lease to occupy such Mortgaged Property even though the applicable
tenant has not taken physical occupancy.
13 With respect to Loan No. 54, the occupancy is based on multifamily units.
The property also contains 94,554 square feet of office and retail space,
which was 93.9% occupied as of 1/9/2007.
14 With respect to Loan Nos. 4 and 9, the names entered are the actual
Sponsors, as defined in their respective Loan Agreements, because there
are no Borrower Principals for the related Mortgage Loans.
15 With respect to Loan No. 3, the number of units, average rent per month,
and max rent are based on information contained in the appraisal provided
by The Lietner Group. The rents shown in Annex B-Structural and Collateral
Information-Manhattan Apartment Portfolio under "Specific Property
Breakout" are based on the borrower provided rent roll.
EXHIBIT B
THE MORTGAGE FILE
The "Mortgage File" with respect to any Mortgage Loan or Serviced
Whole Loan, consist of the following documents collectively (which in the case
of a Serviced Whole Loan, except for the Mortgage Note referred to in clause (i)
below, relate to the entire Serviced Whole Loan):
(i) (A) the original Mortgage Note, or a lost note affidavit with a
customary indemnification provision with a copy of the Mortgage Note
bearing, or accompanied by, all prior and intervening endorsements or
assignments showing a complete chain of endorsement or assignment from the
originator of the Mortgage Loan to the Mortgage Loan Seller (or the most
recent endorsee), and further endorsed (at the direction of the Depositor
given pursuant to the applicable Mortgage Loan Purchase Agreement), on its
face or by allonge attached thereto, without recourse, to the order of the
Trustee in the following form: "Pay to the order of Xxxxx Fargo Bank,
N.A., as Trustee for the registered holders of GE Commercial Mortgage
Corporation, Commercial Mortgage Pass-Through Certificates, Series
2007-C1, without recourse, representation or warranty, express or implied"
and (B) in the case of each Serviced Companion Loan, a copy of the
executed Mortgage Note for such Serviced Pari Passu Loan or Serviced
Companion Loan; provided, that with respect to the Premier Self Storage -
Toa Baja Mortgage Loan, to create the security interest, the closing
counsel for such Mortgage Loan will notarize and retain copies of the
constitution of mortgage, the security agreement, the mortgage pledge and
the Mortgage Note;
(ii) an original or copy of the Mortgage and originals or copies of
any intervening assignments thereof showing a complete chain of assignment
from the originator of the Mortgage Loan or Serviced Whole Loan to the
Mortgage Loan Seller (or the most recent assignee of record), in each case
with evidence of recording indicated thereon;
(iii) an original assignment of the Mortgage, in recordable form,
executed by the Mortgage Loan Seller (or the most recent assignee of
record) in blank or to "Xxxxx Fargo Bank, N.A., as Trustee for the
registered holders of GE Commercial Mortgage Corporation, Commercial
Mortgage Pass-Through Certificates, Series 2007-C1"; provided, if the
related Mortgage has been recorded in the name of MERS or its designee, no
Assignment of Mortgage in favor of the Trustee will be required to be
prepared or delivered and instead, the Mortgage Loan Seller shall take all
actions as are necessary to cause the Trustee, on behalf of the
Certificateholders, to be shown as (and the Trustee shall take all
necessary actions to confirm that it is shown as) the owner of the related
Mortgage Loan on the records of MERS for purposes of the system of
recording transfers of beneficial ownership of mortgages maintained by
MERS;
(iv) an original or copy of any related Assignment of Leases (if
such item is a document separate from the Mortgage) and the originals or
copies of any intervening assignments thereof showing a complete chain of
assignment from the originator of the Mortgage Loan or Serviced Whole Loan
to the Mortgage Loan Seller, in each case with evidence of recording
thereon;
(v) an original assignment of any related Assignment of Leases (if
such item is a document separate from the Mortgage), in recordable form,
executed by the Mortgage Loan Seller (or the most recent assignee of
record) in blank or to "Xxxxx Fargo Bank, N.A., as Trustee for the
registered holders of GE Commercial Mortgage Corporation, Commercial
Mortgage Pass-Through Certificates, Series 2007-C1"; provided, if the
related assignment of Assignment of Leases has been recorded in the name
of MERS or its designee, no assignment of Assignment of Leases in favor of
the Trustee will be required to be prepared or delivered and instead, the
Mortgage Loan Seller shall take all actions as are necessary to cause the
Trustee, on behalf of the Certificateholders, to be shown as (and the
Trustee shall take all necessary actions to confirm that it is shown as)
the owner of the related assignment of Assignment of Leases on the records
of MERS for purposes of the system of recording transfers of beneficial
ownership of assignments of assignment of leases maintained by MERS;
(vi) an original or copy of any related Security Agreement and/or
loan agreement (if such item is a document separate from the Mortgage) and
the originals or copies of any intervening assignments thereof showing a
complete chain of assignment from the originator of the Mortgage Loan or
Serviced Whole Loan to the Mortgage Loan Seller, in each case with
evidence of recording thereon (if recording is necessary to protect the
rights of the secured party); provided, if the related Security Agreement
has been recorded in the name of MERS or its designee, no assignment of
Security Agreement in favor of the Trustee will be required to be prepared
or delivered and instead, the Mortgage Loan Seller shall take all actions
as are necessary to cause the Trustee, on behalf of the
Certificateholders, to be shown as (and the Trustee shall take all
necessary actions to confirm that it is shown as) the owner of the related
assignment of Security Agreement on the records of MERS for purposes of
the system of recording transfers of beneficial ownership of security
agreements maintained by MERS;
(vii) an original assignment of any related Security Agreement
and/or loan agreement (if such item is a document separate from the
Mortgage), in recordable form (if recording is necessary to protect the
rights of the secured party), executed by the Mortgage Loan Seller (or the
most recent assignee of record) in blank or to "Xxxxx Fargo Bank, N.A., as
Trustee for the registered holders of GE Commercial Mortgage Corporation,
Commercial Mortgage Pass-Through Certificates, Series 2007-C1"; provided,
if the related Security Agreement has been recorded in the name of MERS or
its designee, no assignment of Security Agreement in favor of the Trustee
will be required to be prepared or delivered and instead, the Mortgage
Loan Seller shall take all actions as are necessary to cause the Trustee,
on behalf of the Certificateholders, to be shown as (and the Trustee shall
take all necessary actions to confirm that it is shown as) the owner of
the related assignment of Security Agreement on the records of MERS for
purposes of the system of recording transfers of beneficial ownership of
security agreements maintained by MERS;
(viii) originals (with respect to the Mortgage Note) or copies of
all consolidation, assumption, modification, written assurance and
substitution agreements, with evidence of recording thereon, where
appropriate, in those instances where the terms or provisions of the
Mortgage, Mortgage Note or any related security document have been
consolidated or modified or the Mortgage Loan or Serviced Whole Loan has
been assumed;
(ix) the original lender's title insurance policy or a duplicate
original certified by the applicable title company or a copy thereof in
connection with the Mortgage Loan or Serviced Whole Loan, together with
all endorsements or riders that were issued with or subsequent to the
issuance of such policy, insuring the priority of the Mortgage as a first
lien on the Mortgagor's interest in the Mortgaged Property, or if the
policy has not yet been issued, an original or copy of a marked-up written
commitment, interim binder or the pro forma title insurance policy marked
as binding and countersigned by the issuer or its authorized agent either
on its face or by an acknowledged closing instruction or escrow letter;
(x) the original or to the extent the applicable Servicer has the
original or a copy of any guaranty of the obligations of the Mortgagor
under the Mortgage Loan or Serviced Whole Loan and any intervening
assignments;
(xi) all UCC Financing Statements (other than UCC-3 assignments to
the Trustee) and continuation statements or copies thereof, as filed, or
in form that is complete and suitable for filing or recording, as
appropriate, or other evidence of filing acceptable to the Trustee
sufficient to perfect (and maintain the perfection of) the security
interest held by the originator of the Mortgage Loan or Serviced Whole
Loan (and each assignee of record prior to the Trustee) in and to the
personalty of the Mortgagor at the Mortgaged Property, and to transfer
such security interest to the Trustee, or alternatively, a UCC
acknowledgement form, UCC search from a reputable search firm, printout
from UCC 11, or printouts from on-line confirmations; provided, if the
related UCC Financing Statement has been recorded in the name of MERS or
its designee, no UCC Financing Statement in favor of the Trustee will be
required to be prepared or delivered and instead, the Mortgage Loan Seller
shall take all actions as are necessary to cause the Trustee, on behalf of
the Certificateholders, to be shown as (and the Trustee shall take all
necessary actions to confirm that it is shown as) the owner of the related
UCC Financing Statement on the records of MERS for purposes of the system
of recording transfers of beneficial ownership of UCC financing statements
maintained by MERS; provided, further, that with respect to the Premier
Self Storage - Toa Baja Mortgage Loan, to create the security interest,
the closing counsel for such Mortgage Loan will notarize and retain copies
of the constitution of mortgage, the security agreement, the mortgage
pledge and the Mortgage Note;
(xii) all UCC Financing Statements (including financing statements
in lieu of continuation statements and UCC-3 financing statements) in
favor of the Trustee in form that is complete and suitable for filing or
recording, as appropriate, acceptable to the Trustee sufficient to assign
the security interest held by the originator of the Mortgage Loan or
Serviced Whole Loan or its assignee, or alternatively if the UCC Financing
Statements in favor of the Trustee have been filed or recorded, a UCC
acknowledgement form, UCC search from a reputable search firm, printout
from UCC 11, or printouts from on-line confirmations;
(xiii) the original power of attorney or a copy thereof (with
evidence of recording thereon) granted by the Mortgagor if the Mortgage,
Mortgage Note or other document or instrument referred to above was not
signed by the Mortgagor;
(xiv) with respect to the Mortgage Loans with Additional Debt listed
on Schedule 2 to the Pooling and Servicing Agreement, an original or copy
of the subordination agreement (if any), pursuant to which such Additional
Debt will be fully subordinated to such Mortgage Loan and copies of the
Additional Debt documents, if available;
(xv) with respect to any Mortgaged Property, the original
Environmental Insurance Policy, if applicable, or a duplicate original or
a copy thereof;
(xvi) with respect to any Mortgage Loan or Serviced Whole Loan
secured by a ground lease, an original or copy of the related ground lease
and an original or a copy of the related ground lease estoppel;
(xvii) reserved;
(xviii) an original or copy of any escrow agreement and/or lock box
agreement or cash management agreement;
(xix) the original (or copy, if the original is held by the
applicable Servicer pursuant to Section 2.01(b)) of any letter of credit
for the benefit of the lender securing such Mortgage Loan, if any;
(xx) in the case of any Whole Loan, a copy of the related Co-Lender
Agreement;
(xxi) with respect to the Non-Serviced Mortgage Loans, a copy of the
related Non-Serviced Mortgage Loan Pooling Agreement;
(xxii) Reserved;
(xxiii) an original or copy of the environmental indemnity from the
related Mortgagor;
(xxiv) an original of the related guaranty of payment under such
Mortgage Loan, if any; and
(xxv) with respect to hospitality properties, a signed copy of the
franchise agreement (if any), franchisor comfort letter (if any) and
transfer documents for such comfort letter;
provided, however, that whenever the term "Mortgage File" is used to refer to
documents held by the Trustee, or a Custodian appointed thereby, such term shall
not be deemed to include such documents and instruments required to be included
therein unless they are actually received by the Trustee or a Custodian
appointed thereby; provided, further, however, that on the Closing Date, with
respect to item (iii), the related Mortgage Loan Seller has delivered to the
Trustee a copy of such Assignment of Mortgage in blank and has retained the
completed Assignment of Mortgage for recording as described below, unless such
Mortgage has been recorded in the name of MERS or its designee.
Notwithstanding the foregoing, with respect to the Skyline Portfolio
Mortgage Loan, the Pacific Shores Mortgage Loan, the Four Seasons Mortgage Loan,
the Mall of America Mortgage Loan and the Americold Portfolio Mortgage Loan, the
"Mortgage File" will consist of the original note (or lost note affidavit, if
applicable) and endorsement and assignments specified in clause (i) above, and a
copy of each additional document in the Mortgage File held by the BACM 2007-1
Trustee (with respect to the Skyline Portfolio Mortgage Loan and the Pacific
Shores Mortgage Loan), the CD 2007-CD4 Trustee (with respect to the Four Seasons
Mortgage Loan), the COMM 2006-C8 Trustee (with respect to the Mall of America
Mortgage Loan and the JPMCC 2007-CIBC18 Trustee (with respect to the Americold
Portfolio Mortgage Loan). However, if the custodian on any of the aforementioned
transactions is the Custodian in this transaction, copies do not need to be made
of the Mortgage Files for that particular transaction.
EXHIBIT C
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
With respect to each Mortgage Loan, the Seller hereby represents and
warrants, as of the date herein specified or, if no such date is specified, as
of the Closing Date, except as set forth on Schedule C-1 hereto, that:
(i) Mortgage Loan Schedule. The information pertaining to each
Mortgage Loan set forth in the Mortgage Loan Schedule was true and
correct in all material respects as of the Cut-off Date.
(ii) Legal Compliance. As of the date of its origination, such
Mortgage Loan complied in all material respects with, or was exempt
from, all requirements of federal, state or local law relating to
the origination of such Mortgage Loan.
(iii) Good Title; Conveyance. Immediately prior to the sale,
transfer and assignment to the Company, the Mortgage Loan Seller had
good title to, and was the sole owner of, each Mortgage Loan, and
the Mortgage Loan Seller is transferring such Mortgage Loan free and
clear of any and all liens, pledges, charges or security interests
of any nature encumbering such Mortgage Loan (other than the rights
to servicing and related compensation as reflected in the Agreement
to Appointment of Servicer). The Mortgage Loan Seller has validly
and effectively conveyed to the Company all legal and beneficial
interest in and to such Mortgage Loan.
(iv) Future Advances. The proceeds of such Mortgage Loan have
been fully disbursed and there is no requirement for future advances
thereunder; and with respect to any mortgagee requirements for
construction or maintenance of on or off site improvements for which
an escrow has been established, any disbursement of such escrowed
funds have satisfied the requirements of the related Mortgage Loan
documents.
(v) Legal, Valid and Binding Obligations. Each related
Mortgage Note, Mortgage, Assignment of Leases (if any) and other
agreement executed in connection with such Mortgage Loan are legal,
valid and binding obligations of the related mortgagor (subject to
any non-recourse provisions therein and any state anti-deficiency
legislation or market value limit deficiency legislation),
enforceable in accordance with their terms, except with respect to
provisions relating to default interest, late fees, additional
interest, yield maintenance charges or prepayment premiums and
except as such enforcement may be limited by bankruptcy, insolvency,
receivership, reorganization, moratorium, redemption, liquidation or
other laws affecting the enforcement of creditors' rights generally,
or by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law).
(vi) Assignment of Leases and Rents. There exists as part of
the related Mortgage File an Assignment of Leases either as a
separate document or as part of the Mortgage. Each related
Assignment of Leases creates a valid, collateral or first priority
assignment of, or a valid perfected first priority security interest
in, certain rights including, without limitation, the right to
receive all payments due under the related lease, and no other
person owns any interest therein superior to or of equal priority
with the interest created under such assignment, subject only to a
license granted to the related Mortgagor to exercise certain rights
and to perform certain obligations of the lessor under such leases,
including the right to operate the related Mortgaged Property, and
subject to limits on enforceability described in Paragraph (v).
(vii) Offsets or Defenses. As of the date of its origination,
there was no valid offset, defense, counterclaim or right to
rescission with respect to any of the related Mortgage Note,
Mortgage(s) or other agreements executed in connection therewith,
and, as of the Cut-off Date, there is no valid offset, defense,
counterclaim or right to rescission with respect to such Mortgage
Note, Mortgage(s) or other agreements, except in each case, with
respect to the enforceability of any provisions requiring the
payment of default interest, late fees, additional interest, yield
maintenance charges or prepayment premiums.
(viii) Assignments of Mortgage and Assignment of Leases. Each
related assignment of Mortgage and assignment of Assignment of
Leases from the Mortgage Loan Seller to the Trustee constitutes the
legal, valid and binding assignment from the Mortgage Loan Seller,
except as such enforcement may be limited by bankruptcy, insolvency,
receivership, redemption, reorganization, moratorium, redemption,
liquidation or other laws relating to or affecting creditors' rights
generally or by general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law);
provided, if the related assignment of Mortgage and/or assignment of
Assignment of Leases has been recorded in the name of Mortgage
Electronic Registration Systems, Inc. ("MERS") or its designee, no
assignment of Mortgage and/or assignment of Assignment of Leases in
favor of the Trustee will be required to be prepared or delivered
and instead, the Mortgage Loan Seller shall take all actions as are
necessary to cause the Trust to be shown as the owner of the related
Mortgage Loan on the records of MERS for purposes of the system of
recording transfers of beneficial ownership of mortgages maintained
by MERS. Each related Mortgage, Mortgage Note and Assignment of
Leases is freely assignable upon notice to the Mortgagor and such
notice has been provided.
(ix) Mortgage Lien; Title Exceptions. Each related Mortgage is
a legal, valid and enforceable first lien on the related Mortgaged
Property or Ground Lease, as applicable, including all buildings and
improvements thereon, subject only to the exceptions set forth in
Paragraph (v) and the following title exceptions (each such
exception, a "Title Exception", and collectively, the "Title
Exceptions"): (a) the lien of current real property taxes, ground
rents, water charges, sewer rents and assessments not yet due and
payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters of public record, none of which,
individually or in the aggregate, materially and adversely
interferes with the current use or operation of the Mortgaged
Property or the security intended to be provided by such Mortgage or
with the Mortgagor's ability to pay its obligations when they become
due or materially and adversely affects the value of the Mortgaged
Property and (c) the exceptions (general and specific) and
exclusions set forth in the mortgage policy of title insurance
issued with respect to the Mortgage Loan or appearing of record,
none of which, individually or in the aggregate, materially
interferes with the current use or operation of the Mortgaged
Property or the security intended to be provided by such Mortgage or
with the Mortgagor's ability to pay its obligations when they become
due or materially and adversely affects the value of the Mortgaged
Property, (d) other matters to which like properties are commonly
subject, none of which, individually or in the aggregate, materially
and adversely interferes with the current use or operation of the
Mortgaged Property or the security intended to be provided by such
Mortgage or with the Mortgagor's ability to pay its obligations
under the Mortgage Loan when they become due or materially and
adversely affects the value of the Mortgaged Property, (e) the right
of tenants (whether under ground leases, space leases or operating
leases) at the Mortgaged Property to remain following a foreclosure
or similar proceeding (provided that such tenants are performing
under such leases) and (f) if such Mortgage Loan is
cross-collateralized with any other Mortgage Loan, the lien of the
Mortgage for such other Mortgage Loan, none of which, individually
or in the aggregate, materially and adversely interferes with the
current use or operation of the Mortgaged Property or the security
intended to be provided by such Mortgage or with the Mortgagor's
ability to pay its obligations under the Mortgage Loan when they
become due or materially and adversely affects the value of the
Mortgaged Property. Except with respect to cross-collateralized and
cross-defaulted Mortgage Loans, there are no mortgage loans that are
senior or pari passu with respect to the related Mortgaged Property
or such Mortgage Loan.
(x) UCC Financing Statements. UCC Financing Statements have
been filed and/or recorded (or, if not filed and/or recorded, have
been submitted in proper form for filing and recording), in all
public places necessary to perfect a valid security interest in all
items of personal property described therein owned by a Mortgagor
and located on each Mortgaged Property (other than any personal
property subject to a purchase money security interest or a sale and
leaseback financing arrangement permitted under the terms of such
Mortgage Loan or any other personal property leases applicable to
such personal property), to the extent perfection may be effected
pursuant to applicable law by recording or filing, and the
Mortgages, security agreements, chattel Mortgages or equivalent
documents related to and delivered in connection with the related
Mortgage Loans establish and create a valid and enforceable lien and
security interest on such items of personalty except as
enforceability may be limited by bankruptcy, insolvency,
receivership, reorganization, moratorium, redemption, liquidation or
other laws affecting the enforcement of creditor's rights generally,
or by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law;
provided, if the related UCC Financing Statement has been recorded
in the name of MERS or its designee, no assignment of UCC Financing
Statement in favor of the Trustee will be required to be prepared or
delivered and instead, the Mortgage Loan Seller shall take all
actions as are necessary to cause the Trust to be shown as the owner
of the related Mortgage Loan on the records of MERS for purposes of
the system of recording transfers of beneficial ownership of
mortgages maintained by MERS). In the case of a Mortgaged Property
operated as a hotel, (a) such personal property includes all
personal property that a prudent institutional lender making a
similar mortgage loan on the like properties would deem reasonably
necessary to operate the related Mortgaged Property as it is
currently being operated, (b) the related perfected security
interest is prior to any other security interest that can be
perfected by such UCC filing, except for permitted purchase money
security interests and leases; provided that any such lease has been
pledged or assigned to the lender and its assigns, and (c) the
related loan documents contain such provisions as are necessary and
UCC Financing Statements have been filed or submitted for filing as
necessary, in each case, to perfect a valid first priority security
interest in the related revenues with respect to such Mortgaged
Property. Notwithstanding any of the foregoing, no representation is
made as to the perfection of any security interest in rents or other
personal property to the extent that possession or control of such
items or actions other than the filing of UCC Financing Statements
are required in order to effect such perfection.
(xi) Taxes and Assessments. All real estate taxes and
governmental assessments, fees, environmental charges or water or
sewer bills that prior to the Cut-off Date have become delinquent in
respect of each related Mortgaged Property have been paid as of the
Cut-off Date, or if in dispute, an escrow of funds in an amount
sufficient to cover such payments has been established. Such taxes
and assessments shall not be considered delinquent or unpaid until
the date on which interest or penalties may first be payable
thereon.
(xii) Property Condition; Condemnation Proceedings. To the
Mortgage Loan Seller's knowledge, after conducting due diligence
consistent with the practice of institutional lenders generally for
properties of the same type as the related Mortgaged Property, each
related Mortgaged Property as of origination, and to Mortgage Loan
Seller's actual knowledge as of the Cut-Off Date, was free and clear
of any material damage (other than deferred maintenance for which
escrows were established at origination) that would affect
materially and adversely the value, use or operation of such
Mortgaged Property as security for the Mortgage Loan; and to the
Mortgage Loan Seller's knowledge, there was no proceeding pending
for the total or partial condemnation of such Mortgaged Property.
(xiii) Title Insurance. The Mortgage Loan Seller has received
an ALTA lender's title insurance policy or a comparable form of
lender's title insurance policy (or a commitment "marked up" at the
closing of the related Mortgage Loan) as adopted in the applicable
jurisdiction (the "Title Insurance Policy"), insuring the portion of
each Mortgaged Property comprised of real estate and insuring that
the related Mortgage is a valid first lien in the original principal
amount of the related Mortgage Loan on the Mortgagor's fee simple
interest (or, if applicable, leasehold interest) in such Mortgaged
Property comprised of real estate, subject only to Title Exceptions.
No claims have been made under such Title Insurance Policy. Such
Title Insurance Policy is in full force and effect, provides that
the insured includes the owner of the Mortgage Loan and all premiums
thereon have been paid. The Mortgage Loan Seller has not done, by
act or omission, anything that would impair the coverage under such
Title Insurance Policy. The insurer issuing such policy is either
(x) a nationally-recognized title insurance company or (y) qualified
to do business in the jurisdiction in which the related Mortgaged
Property is located to the extent required; such policy contains no
material exclusions for, or affirmatively insures (except for any
Mortgaged Property located in a jurisdiction where such insurance is
not available) (a) access to public roads or (b) against any loss
due to encroachments of any material portion of the improvements
thereon.
(xiv) Insurance. Each Mortgaged Property is, and is required
pursuant to the related Mortgage to be, insured by (a) a fire and
extended perils insurance policy providing coverage against loss or
damage sustained by reason of fire, lightning, windstorm, hail,
explosion, riot, riot attending a strike, civil commotion, aircraft,
vehicles and smoke, and, to the extent required as of the date of
origination by the originator of such Mortgage Loan consistent with
its normal commercial mortgage lending practices, against other
risks insured against by persons operating like properties in the
locality of the Mortgaged Property, in an amount not less than the
lesser of the principal balance of the related Mortgage Loan and the
replacement cost of the Mortgaged Property, and contains no
provisions for a deduction for depreciation, and not less than the
amount necessary to avoid the operation of any co-insurance
provisions with respect to the Mortgaged Property; (b) a business
interruption or rental loss insurance policy, in an amount at least
equal to twelve months of operations of the Mortgaged Property; (c)
a flood insurance policy (if any portion of buildings or other
structures on the Mortgaged Property are located in an area
identified by the Federal Emergency Management Agency as having
special flood hazards and the Federal Emergency Management Agency
requires flood insurance to be maintained); and (d) a comprehensive
general liability insurance policy in amounts as are generally
required by commercial mortgage lenders, and in any event not less
than $1 million per occurrence. Such insurance policy contains a
standard mortgagee clause that names the mortgagee as an additional
insured in the case of liability insurance policies and as a loss
payee in the case of property insurance policies and requires prior
notice to the holder of the Mortgage of termination or cancellation.
No such notice has been received, including any notice of nonpayment
of premiums, that has not been cured. Each Mortgage obligates the
related Borrower to maintain all such insurance and, upon such
Borrower's failure to do so, authorizes the holder of the Mortgage
to maintain such insurance at the Borrower's cost and expense and to
seek reimbursement therefor from such Borrower. Each Mortgage
provides that casualty insurance proceeds will be applied (a) to the
restoration or repair of the related Mortgaged Property, (b) to the
restoration or repair of the related Mortgaged Property, with any
excess insurance proceeds after restoration or repair being paid to
the Borrower, or (c) to the reduction of the principal amount of the
Mortgage Loan.
(xv) Material Defaults. Other than payments due but not yet 30
days or more delinquent there is (A) no material default, breach,
violation or event of acceleration existing under the related
Mortgage Note or each related Mortgage, and (B) since the date of
origination of such Mortgage Loan, there has been no declaration by
the Mortgage Loan Seller of an event of acceleration under the
related Mortgage or Mortgage Note, and (C) Mortgage Loan Seller has
not received notice of any event which, with the passage of time or
with notice and the expiration of any grace or cure period, would
constitute a material default, breach, violation or event of
acceleration under any of such documents; the Mortgage Loan Seller
has not waived any other material default, breach, violation or
event of acceleration under any of such documents; and under the
terms of each Mortgage Loan, each related Mortgage Note, each
related Mortgage and the other loan documents in the related
Mortgage File, no person or party other than the holder of such
Mortgage Note may declare an event of default or accelerate the
related indebtedness under such Mortgage Loan, Mortgage Note or
Mortgage; provided, however, that this representation and warranty
does not address or otherwise cover any default, breach, violation
or event of acceleration that specifically pertains to any matter
otherwise covered by any representation and warranty made by the
Mortgage Loan Seller elsewhere in the Mortgage Loan Purchase and
Sale Agreement.
(xvi) Payment Record. As of the Cut-Off Date, each Mortgage
Loan is not, and in the prior 12 months (or since the date of
origination if such Mortgage Loan has been originated within the
past 12 months) has not been, 30 days or more past due in respect of
any Monthly Payment.
(xvii) Additional Collateral. Each related Mortgage does not
provide for or permit, without the prior written consent of the
holder of the Mortgage Note, each related Mortgaged Property to
secure any other promissory note or obligation, other than any other
Mortgage Loan and the Mortgage Note is not secured by any collateral
that is not included in the Trust Fund.
(xviii) Qualified Mortgage. Each Mortgage Loan constitutes a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the
Code (but without regard to the rule in Treasury Regulations
1.860G-2(f)(2) that treats a defective obligation as a qualified
mortgage, or any substantially similar successor provision).
Accordingly, the Mortgage Loan Seller represents and warrants that
each Mortgage Loan is directly secured by a Mortgage on a commercial
property or a multifamily residential property, and either (1)
substantially all of the proceeds of such Mortgage Loan were used to
acquire, improve or protect the portion of such commercial or
multifamily residential property that consists of an interest in
real property (within the meaning of Treasury Regulations Sections
1.856-3(c) and 1.856-3(d)) and such interest in real property was
the only security for such Mortgage Loan as of the Testing Date (as
defined below), or (2) the fair market value of the interest in real
property which secures such Mortgage Loan was at least equal to 80%
of the principal amount of the Mortgage Loan (a) as of the Testing
Date, or (b) as of the Closing Date. For purposes of the previous
sentence, (1) the fair market value of the referenced interest in
real property shall first be reduced by (a) the amount of any lien
on such interest in real property that is senior to the Mortgage
Loan, and (b) a proportionate amount of any lien on such interest in
real property that is on a parity with the Mortgage Loan, and (2)
the "Testing Date" shall be the date on which the referenced
Mortgage Loan was originated unless (a) such Mortgage Loan was
modified after the date of its origination in a manner that would
cause "significant modification" of such Mortgage Loan within the
meaning of Treasury Regulations Section 1.1001-3(b), and (b) such
"significant modification" did not occur at a time when such
Mortgage Loan was in default or when default with respect to such
Mortgage Loan was reasonably foreseeable. However, if the referenced
Mortgage Loan has been subjected to a "significant modification"
after the date of its origination and at a time when such Mortgage
Loan was not in default or when default with respect to such
Mortgage Loan was not reasonably foreseeable, the Testing Date shall
be the date upon which the latest such "significant modification"
occurred. Any prepayment premiums and yield maintenance charges
applicable to the Mortgage Loan constitute "customary prepayment
penalties" within the meaning of Treasury Regulations Section
1.860G-1(b)(2).
(xix) Environmental. One or more Phase I environmental site
assessments or updates thereof (each a "Phase I") meeting ASTM
requirements were performed by an environmental consulting firm
experienced in environmental matters and properly licensed, if
applicable, and independent of the Mortgage Loan Seller and the
Mortgage Loan Seller's affiliates with respect to each related
Mortgaged Property within the 18 months prior to the Closing Date
and the Mortgage Loan Seller, having made no independent inquiry
other than to review the Phase I prepared in connection with the
assessment(s) referenced herein, has no knowledge and has received
no notice of any material and adverse environmental condition or
circumstance affecting such Mortgaged Property that was not
disclosed in such report(s). With respect to any material and
adverse environmental matters disclosed in such Phase I, then either
(i) the same have been remediated in all material respects, (ii)
sufficient funds have been escrowed for purposes of effecting such
remediation, (iii) the related mortgagor or other responsible party
is currently taking or required to take such actions, if any, with
respect to such matters as have been recommended by the Phase I or
required by the applicable governmental authority, (iv) an
operations and maintenance plan has been or will be implemented, (v)
environmental insurance has been obtained with respect to such
matters, subject to customary limitations, or (vi) such conditions
or circumstances were investigated further and, based upon such
additional investigation, a qualified environmental consultant
recommended no further investigation or remediation. Each Mortgage
Loan requires the related mortgagor to comply, and cause the related
Mortgaged Property to be in compliance, with all applicable federal,
state and local environmental laws and regulations.
(xx) Customary Mortgage Provisions. Each related Mortgage
contains customary and enforceable provisions such as to render the
rights and remedies of the holder thereof adequate for the practical
realization against the Mortgaged Property of the benefits of the
security, including realization by judicial or, if applicable,
non-judicial foreclosure, subject to the effects of bankruptcy or
similar law affecting the right of creditors and the application of
principles of equity.
(xxi) Bankruptcy. As of origination, and as of the Cut-off
Date, no Mortgagor is a debtor in any state or federal bankruptcy or
insolvency proceeding.
(xxii) Whole Loan. Each Mortgage Loan is a whole loan,
contains no equity participation by the lender or shared
appreciation feature and does not provide for any contingent or
additional interest in the form of participation in the cash flow of
the related Mortgaged Property or provide for negative amortization.
The Mortgage Loan Seller holds no equity interest in any Mortgagor.
(xxiii) Transfers and Subordinate Debt. Subject to certain
exceptions, which are customarily acceptable to commercial and
multifamily mortgage lending institutions lending on the security of
property comparable to the related Mortgaged Property, each related
Mortgage or loan agreement contains provisions for the acceleration
of the payment of the unpaid principal balance of such Mortgage Loan
if, without complying with the requirements of the Mortgage or loan
agreement, the related Mortgaged Property, or any controlling
interest in the related Mortgagor, is directly transferred or sold
(other than by reason of family and estate planning transfers and
transfers of less than a controlling interest in a mortgagor, or a
substitution or release of collateral within the parameters of
Paragraph (xxvi) below), or encumbered in connection with
subordinate financing by a lien or security interest against the
related Mortgaged Property, other than any existing permitted
additional debt.
(xxiv) Waivers and Modifications. The terms of the related
Mortgage Note and Mortgage(s) have not been waived, modified,
altered, satisfied, impaired, canceled, subordinated or rescinded in
any manner which materially interferes with the security intended to
be provided by such Mortgage.
(xxv) Inspection. Each related Mortgaged Property was
inspected by or on behalf of the related originator or an affiliate
within the 18 months prior to the Closing Date.
(xxvi) Releases. Except as set forth below, since origination,
no material portion of the related Mortgaged Property has been
released from the lien of the related Mortgage, in any manner which
materially and adversely affects the value, use or operation of the
Mortgage Loan or materially interferes with the security intended to
be provided by such Mortgage. The terms of the related Mortgage do
not provide for release of any material portion of the Mortgaged
Property from the lien of the Mortgage except (a) in consideration
of payment therefor equal to not less than the related allocated
loan amount of such Mortgaged Property, (b) upon payment in full of
such Mortgage Loan, (c) for Mortgage Loans which permit defeasance
by means of substituting for the Mortgaged Property (or, in the case
of a Mortgage Loan secured by multiple Mortgaged Properties, one or
more of such Mortgaged Properties) U.S. Treasury obligations (or
other defeasance collateral permitted under the REMIC Provisions)
sufficient to pay the Mortgage Loans in accordance with their terms,
(d) for Mortgage Loans which permit the related Mortgagor to
substitute a replacement property, (e) for releases not considered
material for purposes of underwriting the Mortgage Loan, or (f) for
releases that are conditional upon the satisfaction of certain
underwriting and legal requirements and require payment of a release
price that represents adequate consideration for such Mortgaged
Property. The terms of the Mortgage Loan do not provide for the
release of any portion of the Mortgaged Property that would
constitute a "significant modification" under Section 1001 of the
Code unless the Mortgagor is required to provide a REMIC Opinion of
Counsel.
(xxvii) Defeasance. Each Mortgage Loan containing provisions
for defeasance of all or a portion of the Mortgaged Property either
(i) requires the prior written consent of, and compliance with, the
conditions set by, the holder of the Mortgage Loan, (ii) requires
confirmation from the rating agencies rating the certificates of any
securitization transaction in which such Mortgage Loan is included
that such defeasance will not cause the downgrade, withdrawal or
qualification of the then current ratings of such certificates, or
(iii) requires that (A) defeasance must occur in accordance with the
requirements of, and within the time permitted by, applicable REMIC
rules and regulations, (B) the replacement collateral consists of
defeasance collateral permitted under the REMIC Provisions in an
amount sufficient to make all scheduled payments under such Mortgage
Loan when due, (C) independent certified public accountants certify
that such U.S. government securities are sufficient to make such
payments, (D) the Mortgage Loan may only be assumed by a
single-purpose entity designated or approved by the holder of the
Mortgage Loan and (E) counsel provide an opinion that the Trustee
has a perfected security interest in such U.S. government securities
prior to any other claim or interest. Notwithstanding the foregoing,
some of the Mortgage Loan documents may not affirmatively contain
all such requirements, but such requirements are effectively present
in such documents due to the general obligation to comply with the
REMIC Provisions and/or deliver a REMIC Opinion of Counsel. A
Mortgage Loan that permits defeasance provides that the related
borrower is responsible for all reasonable costs incurred in
connection with the defeasance of the Mortgage Loan.
(xxviii) Zoning. To the Mortgage Loan Seller's knowledge, as
of the date of origination of such Mortgage Loan, based on due
diligence considered reasonable by prudent commercial conduit
mortgage lenders in the lending area where the applicable Mortgaged
Property is located, and, to the Mortgage Loan Seller's actual
knowledge, as of the Cut-off Date, there are no violations of any
applicable zoning ordinances, building codes and land laws
applicable to the Mortgaged Property or the use and occupancy
thereof which (i) are not insured by an ALTA lender's title
insurance policy (or a binding commitment therefor), or its
equivalent as adopted in the applicable jurisdiction, or a law and
ordinance insurance policy, or (ii) would have a material adverse
effect on the value, use, operation or net operating income of the
Mortgaged Property.
(xxix) Encroachments. To the Mortgage Loan Seller's knowledge
based on surveys and/or the title policy referred to herein obtained
in connection with the origination of each Mortgage Loan, none of
the improvements which were included for the purposes of determining
the appraised value of the related Mortgaged Property at the time of
the origination of the Mortgage Loan lies outside of the boundaries
and building restriction lines of such property (except Mortgaged
Properties for which the use or improvements are legally
non-conforming) to an extent which would have a material adverse
affect on the related Mortgagor's value, use and operation of such
Mortgaged Property (unless affirmatively covered by the title
insurance) and no improvements on adjoining properties encroached
upon such Mortgaged Property to any material extent (unless
affirmatively covered by title insurance).
(xxx) Single Purpose Entity. Each Mortgagor with respect to a
Mortgage Loan with a principal balance as of the Cut-off Date in
excess of 5% of the aggregate principal balance of all of the
mortgage loans included in the Trust Fund is an entity whose
organizational documents provide that it is, and at least so long as
the Mortgage Loan is outstanding will continue to be, a single
purpose entity. (For this purpose, "single-purpose entity" shall
mean a person, other than an individual, which does not engage in
any business unrelated to the related Mortgaged Property and its
financing, does not have any significant assets other than those
related to its interest in such Mortgaged Property or its financing,
or any indebtedness other than as permitted by the related Mortgage
or the other documents in the Mortgage Loan File, has its own books
and records separate and apart from any other person, and holds
itself out as being a legal entity, separate and apart from any
other person).
(xxxi) Advances After Origination. No advance of funds has
been made after origination, directly or indirectly, by the Mortgage
Loan Seller to the Mortgagor and, to the Mortgage Loan Seller's
knowledge, no funds have been received from any person other than
the Mortgagor, for or on account of payments due on the Mortgage
Note or the Mortgage, other than earnout advances made in accordance
with the Mortgage loan documents and reflected in the loan balance
on the Mortgage Loan Schedule.
(xxxii) Litigation Or Other Proceedings. As of the date of
origination and, to the Mortgage Loan Seller's knowledge, as of the
Cut-off Date, there was no pending action, suit or proceeding
against the Mortgagor or the related Mortgaged Property that could
reasonably be expected to materially and adversely affect either
such Mortgagor's performance under the related Mortgage Loan
documents or the holders of the Certificates.
(xxxiii) Usury. The Mortgage Rate (exclusive of any default
interest, late charges or prepayment premiums) of such Mortgage Loan
is a fixed rate, and complied as of the date of origination with, or
is exempt from, applicable state or federal laws, regulations and
other requirements pertaining to usury.
(xxxiv) Trustee Under Deed Of Trust. As of the date of
origination, and, as of the Cut-Off Date, if the related Mortgage is
a deed of trust, a trustee, duly qualified under applicable law to
serve as such, is properly designated and serving under such
Mortgage or may be substituted in accordance with the Mortgage and
applicable law, and no fees or expenses are or will become payable
to the trustee under the deed of trust except in connection with the
sale or release of the Mortgaged Property following a default in
payment of the Mortgage Loan.
(xxxv) Other Collateral; Cross-Collateralization. The related
Mortgage Note is not secured by any collateral that secures a
Mortgage Loan that is not in the Trust Fund and each Mortgage Loan
that is cross-collateralized is cross-collateralized only with other
Mortgage Loans sold pursuant to this Agreement.
(xxxvi) Escrow Deposits. All escrow deposits and payments
required pursuant to the Mortgage Loan to be deposited with the
Mortgage Loan Seller or its agent have been so deposited, are in the
possession, or under the control, of the Mortgage Loan Seller or its
agent and there are no deficiencies in connection therewith.
(xxxvii) Licenses and Permits. To the Mortgage Loan Seller's
knowledge, based on due diligence customarily performed in the
origination of comparable mortgage loans by prudent commercial and
multifamily mortgage lending institutions with respect to the
related geographic area and properties comparable to the related
Mortgaged Property, (a) as of the date of origination of the
Mortgage Loan, the related Mortgagor, the related lessee, franchisee
or operator was in possession of all material licenses, permits and
authorizations then required for use of the related Mortgaged
Property, and in the case of a Mortgaged Property operated as a
hotel, the franchise agreement, if any, is in full force and effect,
and no default, or event that, with the passage of time or the
giving of notice or both, would constitute a default, had occurred
under such franchise agreement, and, (b) as of the Cut-Off Date, the
Mortgage Loan Seller has no knowledge that the related Mortgagor,
the related lessee, franchisee or operator was not in possession of
such licenses, permits and authorizations.
(xxxviii) Origination, Servicing and Collection Practices. The
origination (or acquisition, as the case may be), collection, and to
the Mortgage Loan Seller's knowledge, the servicing practices used
by the Mortgage Loan Seller with respect to the Mortgage Loan have
been in all respects legal and have met customary industry
standards.
(xxxix) Non-Recourse Exceptions. The Mortgage Loan documents
for each Mortgage Loan provide that the Mortgage Loan is
non-recourse to the related Mortgagor except that the related
Mortgagor shall be liable to the lender for losses incurred due to
(i) fraud and/or other intentional misrepresentation, (ii) the
misapplication or misappropriation of rents collected in advance or
received by the related Mortgagor after the occurrence of an event
of default, insurance proceeds or condemnation awards or (iii) any
breach of the environmental covenants in the related Mortgage Loan
documents.
(xl) Separate Tax Lots. Each Mortgaged Property constitutes
one or more separate tax lots (or will constitute separate tax lots
when the next tax maps are issued) or is subject to an endorsement
under the related title insurance policy insuring for losses arising
from any claim that the Mortgaged Property is not one or more
separate tax lots.
(xli) Ground Leases. Each Mortgage Loan is secured by the fee
interest in the related Mortgaged Property, except that with respect
to the Mortgage Loans listed on Exhibit F attached hereto, which
Mortgage Loans are secured by the interest of the related Mortgagor
as a lessee under a ground lease of a Mortgaged Property (a "Ground
Lease") (the term Ground Lease shall mean such ground lease, all
written amendments and modifications, and any related estoppels or
agreements from the ground lessor and, in the event the borrower's
interest is a ground subleasehold, shall also include not only such
ground sublease but also the related ground lease), but not by the
related fee interest in such Mortgaged Property (the "Fee Interest")
and:
(A) Such Ground Lease or a memorandum thereof has been
or will be duly recorded or submitted for recording as
of the Closing Date and such Ground Lease permits the
interest of the lessee thereunder to be encumbered by
the related Mortgage or, if consent of the lessor
thereunder is required, it has been obtained prior to
the Closing Date;
(B) Such Ground Lease (i) is not subject to any liens or
encumbrances superior to, or of equal priority with, the
related Mortgage, other than the related Fee Interest
and Title Exceptions, or (ii) is subject to a
subordination, non-disturbance and attornment agreement
to which the mortgagee on the lessor's fee interest in
the Mortgaged Property is subject;
(C) Upon the foreclosure of the Mortgage Loan (or
acceptance of a deed in lieu thereof), the Mortgagor's
interest in such Ground Lease is assignable to the
mortgagee and its successors and assigns upon notice to,
but without the consent of, the lessor thereunder (or,
if such consent is required, it has been obtained prior
to the Closing Date);
(D) Such Ground Lease is in full force and effect, and
the Mortgage Loan Seller has not received as of the
Closing Date notice (nor is the Mortgage Loan Seller
otherwise aware) that any default has occurred under
such Ground Lease;
(E) Such Ground Lease requires that if the mortgagee
under such Mortgage Loan has provided the lessor with
notice of its lien, then such lessor must give notice of
any default by the lessee to the mortgagee, and such
Ground Lease, or an estoppel letter received by the
mortgagee from the lessor, further provides that no
notice of termination given under such Ground Lease is
effective against such mortgagee unless a copy has been
delivered to such mortgagee in the manner described in
such Ground Lease;
(F) The mortgagee under such Mortgage Loan is permitted
a reasonable opportunity to cure any default under such
Ground Lease that is curable after the receipt of
written notice of any such default, before the lessor
thereunder may terminate such Ground Lease;
(G) Such Ground Lease has an original term (together
with any extension options, whether or not currently
exercised, set forth therein all of which can be
exercised by the mortgagee if the mortgagee acquires the
lessee's rights under the Ground Lease) that extends not
less than 20 years beyond the stated maturity date of
the related Mortgage Loan (or, with respect to any
Mortgage Loan with an Anticipated Prepayment Date, 10
years);
(H) Such Ground Lease requires the lessor to enter into
a new lease with the mortgagee under such Mortgage Loan
upon termination of such Ground Lease for any reason,
including rejection of such Ground Lease in a bankruptcy
proceeding;
(I) Under the terms of such Ground Lease and the related
Mortgage, taken together, any related insurance proceeds
or condemnation award that is awarded with respect to
the leasehold interest will be applied either (i) to the
repair or restoration of all or part of the related
Mortgaged Property, with the mortgagee under such
Mortgage Loan or a trustee appointed by it having the
right to hold and disburse such proceeds as the repair
or restoration progresses (except in such cases where a
provision entitling another party to hold and disburse
such proceeds would not be viewed as commercially
unreasonable by a prudent commercial mortgage lender),
or (ii) to the payment or defeasance of the outstanding
principal balance of such Mortgage Loan together with
any accrued interest thereon (except in cases where a
different allocation would not be viewed as commercially
unreasonable by any institutional investor, taking into
account the relative duration of the ground lease and
the related Mortgage and the ratio of the market value
of the related Mortgaged Property to the outstanding
principal balance of such Mortgage Loan);
(J) Such Ground Lease does not impose any restrictions
on subletting which would be viewed as commercially
unreasonable by a prudent commercial mortgage lender;
(K) Such Ground Lease may not be amended or modified
without the prior consent of the mortgagee under such
Mortgage Loan and that any such action without such
consent is not binding on such mortgagee, its successors
or assigns, except termination or cancellation if an
event of default occurs under the Ground Lease and
notice is provided to the mortgagee and such default is
curable by the mortgagee as provided in the Ground
Lease, but remains uncured beyond the applicable cure
period.
(xlii) Originator Authorization. To the extent required under
applicable law as of the date of origination, and necessary for the
enforceability or collectability of the Mortgage Loan, the
originator of such Mortgage Loan was authorized to do business in
the jurisdiction in which the related Mortgaged Property is located
at all times when it originated and held the Mortgage Loan.
(xliii) Capital Contributions. Neither the Mortgage Loan
Seller nor any affiliate thereof has any obligation to make any
capital contributions to the Mortgagor under the Mortgage Loan.
(xliv) No Mechanics' Liens. The related Mortgaged Property is
free and clear of any mechanics' and materialmen's liens which are
prior to or equal with the lien of the related Mortgage, except
those which are insured against by a Title Insurance Policy.
(xlv) Appointment of Receiver. If the Mortgaged Property is
subject to any leases, the borrower is the owner and holder of the
landlord's interest under any leases and the related Mortgage and
assignment of rents provides for the appointment of a receiver for
rents or allows the mortgagee to enter into possession to collect
rent or provides for rents to be paid directly to the mortgagee in
the event of default.
SCHEDULE C-1 TO EXHIBIT C
Exceptions to Representations and Warranties:
GE Capital Loans
GE Pool 34/GECMC 2007-C1
[References are to corresponding mortgage loan representations set forth in
Exhibit C to Mortgage Loan Purchase and Sale Agreement. Underlined titles are
provided to facilitate reference only]
(i) Mortgage Loan Schedule.
(ii) Legal Compliance.
(iii) Good Title; Conveyance.
o Sealy NW Business Center (760062442) ($28,750,000):
Sub-servicing rights (non-cashiering) retained by third party
(Xxxxxxxx Xxxxxxxx Xxxxxx)
o Rivermont Apts (760066382) ($5,540,000): Sub-servicing rights
(non-cashiering) retained by third party (Xxxxxxxx Xxxxxxxx
Xxxxxx)
(iv) Future Advances.
(v) Legal, valid and Binding Obligations.
(vi) Assignment of Leases and Rents.
(vii) Offsets or Defenses.
(viii) Assignments of Mortgage and Assignments of Leases.
(ix) Mortgage Lien; Title Exceptions.
o Downtown Plaza (760062264) ($6,513,000): $407,000 subordinated
B Note held by CBA-Mezzanine Capital Finance, LLC; B Note and
right of holder of B Note to receive payments is junior and
subordinate to A Note and rights of holder of A Note
o Wachovia Plaza Roll Up (760061882) ($6,350,000): Tenant
(Advanced Computer Learning) has Right of first refusal (ROFR)
affecting Wachovia Plaza property (multiple property loan);
ROFR is not extinguished by foreclosure; Foreclosure or
deed-in-lieu does not trigger ROFR, however
o Tamarack East MHC - Lakeshore (760060822) ($6,250,000):
Florida statute confers right of first refusal to owner's
association; ROFR does not apply to foreclosure or
deed-in-lieu, however
o Village Xxxx MHC (760063523) ($6,150,000): Florida statute
confers right of first refusal to owner's association; ROFR
does not apply to foreclosure or deed-in-lieu, however
o Hidden Village MHC (760065009) ($5,250,000): Florida statute
confers right of first refusal to owner's association; ROFR
does not apply to foreclosure or deed-in-lieu, however
o Walgreens-Grove, OK (760059062) ($3,760,000): Tenant
(Walgreens) has Right of First Refusal (ROFR) affecting
entirety of mortgaged property; ROFR is not extinguished by
foreclosure; Foreclosure or deed-in-lieu does not trigger
ROFR, however
(x) UCC Financing Statements.
(xi) Taxes and Assessments.
(xii) Property Condition; Condemnation Proceedings.
(xiii) Title Insurance.
(xiv) Insurance.
o All GE-originated Loans: The loan documents for various
mortgaged properties generally require property insurance for
damage by fire and other hazards covered by a standard
extended coverage and all risk insurance policy and such other
casualty insurance as reasonably required by the lender and do
not specifically mention lightning, windstorm, hail,
explosion, riot, riot attending a strike, civil commotion,
aircraft, vehicles and smoke
o Wolfchase Galleria (760070284)($225,000,000): Terrorism
deductible permitted up to $5 million
o Sealy NW Business Center (760062442) ($28,750,000): Terrorism
insurance waived for life of loan; Non-recourse carve-out
obtained for related losses, however
o Tri Park Portfolio (760062843) ($10,300,000): (i) Terrorism
insurance waived for life of loan; Non-recourse carve-out
obtained for related losses, however; (ii) Loan documents
require rent loss coverage equal to "two-thirds" of 12 months
of gross income
o Innovation Court Business Center (760063462) ($7,600,000):
Loan documents do not expressly require terrorism coverage;
Non-recourse carve-out obtained for related losses, however;
Terrorism insurance currently in place
o Rivermont Apts (760066382) ($5,540,000): Terrorism insurance
waived for life of loan; Non-recourse carve-out obtained for
related losses, however; Terrorism insurance for certified
acts currently in place
o Park Apts Phases I & II (760066962) ($5,350,000): Loan
documents require rent loss coverage equal to 95% of 12 months
` net cash flow; Underwritten DSCR is 1.61x; LTV at Cut-Off is
approximately 39% (tape)
o Lost Springs Apts (760065784) ($4,750,000): Loan documents
require rent loss coverage equal to 95% of 12 months ` net
cash flow; Underwritten DSCR is 1.37x; LTV at Cut-Off is
approximately 44% (tape)
o Indian Xxxxx (760063423) ($4,100,000): (i) Terrorism insurance
waived for life of loan; Non-recourse carve-out obtained for
related losses, however; (ii) Loan documents require rent loss
coverage equal to "two-thirds" of 12 months of gross income
o Walgreen's-Grove, OK (760059062) ($3,760,000): Borrower's
obligation to provide required insurance is suspended under
certain conditions, including (i) If tenant (Walgreens) elects
to self-insure for lease-required coverages and maintains an S
& P unsecured debt rating of "A" and net worth of $250
million, in which event casualty, rent loss, comprehensive
general liability and terrorism insurance are suspended; (ii)
if tenant provides third party insurance for lease-required
coverages (casualty and comprehensive general liability), in
which event rent loss and terrorism insurance are suspended;
also, (iii) Rent loss coverage not required for so long as
lease does not afford tenant rent abatement remedy following
casualty; and (iv) Loan documents do not expressly require
terrorism insurance; Non-recourse carve-out obtained for
related terrorism losses, however; Walgreens has notified the
landlord of its self-insurance election, so no third party
insurance is currently in place
o Doubletree I Apts (760065782) ($2,350,000): Loan documents
require rent loss coverage equal to 95% of 12 months ` net
cash flow; Underwritten DSCR is 1.58x; LTV at Cut-Off is
approximately 34% (tape)
o Paradise View Apts (760065783) ($1,850,000): Loan documents
require rent loss coverage equal to 95% of 12 months ` net
cash flow; Underwritten DSCR is 1.72x; LTV at Cut-Off is
approximately 33% (tape)
(xv) Material Defaults.
(xvi) Payment Record.
(xvii) Additional Collateral.
(xviii) Qualified Mortgage.
(xix) Environmental.
(xx) Customary Mortgage Provisions.
(xxi) Bankruptcy.
(xxii) Whole Loan.
(xxiii) Transfers and Subordinate Debt.
(xxiv) Waivers and Modifications.
(xxv) Inspection.
(xxvi) Releases.
(xxvii) Defeasance.
(xxviii) Zoning.
(xxix) Encroachments.
(xxx) Single-Purpose Entity.
(xxxi) Advances After Origination.
(xxxii) Litigation or Other Proceedings.
(xxxiii) Usury.
(xxxiv) Trustee Under Deed of Trust.
(xxxv) Other Collateral; Cross-Collateralization.
o Downtown Plaza (760062264) ($6,513,000): $407,000 subordinated
B Note held by CBA-Mezzanine Capital Finance, LLC; B Note and
right of holder of B Note to receive payments is junior and
subordinate to A Note and rights of holder of A Note; A Note
and B Note are cross-defaulted
(xxxvi) Escrow Deposits.
(xxxvii) Licenses and Permits.
(xxxviii) Origination, Servicing and Collection Practices.
(xxxix) Non-Recourse Exceptions.
(xl) Separate Tax Lots.
(xli) Ground Leases.
(xlii) Originator Authorization.
(xliii) Capital Contributions.
(xliv) No Mechanic's Liens.
(xlv) Appointment of Receiver.
EXHIBIT D
FORM OF CERTIFICATE OF AN OFFICER OF
THE MORTGAGE LOAN SELLER
I, ________________, hereby certify that I am a duly elected and
acting ____________________ of [Mortgage Loan Seller]" (the "Bank"), in
connection with the sale of certain mortgage loans to GE Commercial Mortgage
Corporation (the "Purchaser") pursuant to that certain Mortgage Loan Purchase
Agreement, dated as of ______, 2007 (the "Mortgage Loan Purchase Agreement"),
between the Bank and the Purchaser, and hereby certify further as follows:
1. The Bank is a national banking association duly organized and
existing under the laws of the United States of America.
2. Attached hereto as Attachment A is a true and correct copy of
the articles of association of the Bank, certified as of
___________, 2007 (the "Articles of Association").
3. Since __________, 2007, the Bank has not filed with the Office
of the Comptroller of the Currency any amendment or other
document relating to or affecting, the Articles of
Association.
4. Attached hereto as Attachment B is a true and correct copy of
the Bylaws of the Bank, as in effect at all times on and after
________, 2007" through the date hereof.
5. The resolutions attached hereto as Attachment C (the
"Resolutions") were adopted by the unanimous written consent
of the executive committee of the board of directors of the
Bank as of ____________, 2007.
6. The Resolutions (a) represent the only resolutions of the
board of directors of the Bank relating to the sale of the
mortgage loans referred to in the Mortgage Loan Purchase
Agreement; (b) have not been amended, modified, rescinded or
repealed by any subsequent action of the Bank's board of
directors; and (c) were in full force and effect at all times
on __________, 2007 and thereafter through the date hereof.
7. Attached hereto as Attachment D is the certificate of the
Comptroller of the Currency dated ___________, 2007, with
respect to the good standing of the Bank.
8. Since _________, 2007, the Bank has not received any
notification from the Comptroller of the Currency, or any
other source, affecting the good standing of the Bank.
9. The representations and warranties of the Bank in the Mortgage
Loan Purchase Agreement are true and correct in all material
respects on and as of the date hereof.
10. On or prior to the date hereof, the Bank has complied with all
agreements and performed or satisfied all conditions on its
part to be performed or satisfied at or prior to the date
hereof.
11. Each person who, as an officer or representative of the Bank,
signed the Mortgage Loan Purchase Agreement or any other
document or certificate delivered on or before the date hereof
in connection with the transactions contemplated by the
Mortgage Loan Purchase Agreement was, at the respective times
of such signing and delivery, and is now, duly elected or
appointed, qualified and acting as such officer or
representative, and the signature of such persons appearing on
such documents are their genuine signatures.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, I have hereunto signed my name as of this __ day
of ____ 2007.
By:___________________________________
Name:
Title:
EXHIBIT E
FORM OF LEGAL OPINION
1. The Mortgage Loan Seller is a national banking association duly
organized, validly existing and in good standing under the laws of the United
States, with full power and authority to own its assets and conduct its
business, and the Mortgage Loan Seller has taken all necessary action to
authorize the execution, delivery and performance of the Mortgage Loan Purchase
Agreement by it, and has the power and authority to execute, deliver and perform
the Mortgage Loan Purchase Agreement and all the transactions contemplated
hereby, including, but not limited to, the power and authority to sell, assign
and transfer the Mortgage Loans in accordance with the Mortgage Loan Purchase
Agreement.
2. The Mortgage Loan Purchase Agreement has been duly authorized,
executed and delivered by the Mortgage Loan Seller and constitutes the legal,
valid and binding obligations of the Mortgage Loan Seller, enforceable against
the Mortgage Loan Seller in accordance with the terms of the Mortgage Loan
Purchase Agreement, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights generally, and by general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law), and except to the extent rights to indemnity and contribution
may be limited by applicable law.
3. The execution and delivery of the Mortgage Loan Purchase
Agreement by the Mortgage Loan Seller and the performance of its obligations
under the Mortgage Loan Purchase Agreement will not conflict with any provision
of any law or regulation to which the Mortgage Loan Seller is subject, or
conflict with, result in a breach of or constitute a default under any of the
terms, conditions or provisions of any of the Mortgage Loan Seller's
organizational documents or, to our knowledge, any agreement or instrument to
which the Mortgage Loan Seller is a party or by which it is bound, or any order
or decree applicable to the Mortgage Loan Seller, or result in the creation or
imposition of any lien on any of the Mortgage Loan Seller's assets or property,
in each case which would materially and adversely affect the ability of the
Mortgage Loan Seller to carry out the transactions contemplated by the Mortgage
Loan Purchase Agreement.
4. To our knowledge, there is no action, suit, proceeding or
investigation pending or threatened in writing against the Mortgage Loan Seller
in any court or by or before any other governmental agency or instrumentality
which would materially and adversely affect the validity of the Mortgage Loans
or the ability of the Mortgage Loan Seller to carry out the transactions
contemplated by this Agreement.
5. To our knowledge, the Mortgage Loan Seller is not in default with
respect to any order or decree of any court or any order, regulation or demand
of any federal, state, municipal or governmental agency, which default might
have consequences that would materially and adversely affect the condition
(financial or other) or operations of the Mortgage Loan Seller or its properties
or might have consequences that would materially and adversely affect its
performance under the Mortgage Loan Purchase Agreement.
6. No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Mortgage Loan Seller of or compliance by the Mortgage Loan
Seller with the Mortgage Loan Purchase Agreement or the consummation of the
transactions contemplated by the Mortgage Loan Purchase Agreement, other than
those which have been obtained by the Mortgage Loan Seller.
In addition, counsel shall state (which statement shall be in form
and substance reasonably acceptable to the Purchaser and counsel to the
Underwriters) their view as to the accuracy of the information regarding the
Mortgage Loans and the Mortgage Loan Seller in the Preliminary Prospectus FWP
(together with the other Time of Sale Information) as of the Time and Sale and
the Final Prospectus Supplement.
