EXHIBIT 10.1
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GS MORTGAGE SECURITIES CORPORATION II,
PURCHASER,
XXXXXXX XXXXX MORTGAGE COMPANY,
SELLER
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of July 1, 2007
Series 2007-GG10
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This Mortgage Loan Purchase Agreement (this "Agreement"), dated as
of July 1, 2007, is between GS Mortgage Securities Corporation II, a Delaware
corporation, as purchaser (the "Purchaser"), and Xxxxxxx Sachs Mortgage Company,
a New York limited partnership, as seller (the "Seller").
Capitalized terms used in this Agreement not defined herein shall
have the meanings ascribed to them in the Pooling and Servicing Agreement, dated
as of July 1, 2007 (the "Pooling and Servicing Agreement"), among the Purchaser,
as seller, Wachovia Bank, National Association, as master servicer (the "Master
Servicer"), CWCapital Asset Management LLC, as special servicer (the "Special
Servicer"), and Xxxxx Fargo Bank, N.A., as trustee (the "Trustee"), pursuant to
which the Purchaser will sell the Mortgage Loans (as defined herein) to a trust
fund and certificates representing ownership interests in the Mortgage Loans
will be issued by the trust fund (the "Trust Fund"). For purposes of this
Agreement, "Mortgage Loans" refers to the mortgage loans listed on Exhibit A and
"Mortgaged Properties" refers to the properties securing such Mortgage Loans.
The Purchaser and the Seller wish to prescribe the manner of sale of
the Mortgage Loans from the Seller to the Purchaser and in consideration of the
premises and the mutual agreements hereinafter set forth, agree as follows:
SECTION 1 Sale and Conveyance of Mortgages; Possession of Mortgage
File. The Seller does hereby sell, transfer, assign, set over and convey to the
Purchaser subject to the rights of the other holders of interests in a Companion
Loan all of its right, title and interest in and to the Mortgage Loans
identified on Exhibit A (the "Mortgage Loan Schedule") including all interest
and principal received on or with respect to the Mortgage Loans after the
Cut-off Date (other than payments of principal and interest first due on the
Mortgage Loans on or before the Cut-off Date). Upon the sale of the Mortgage
Loans, the ownership of each related Note, subject to the rights of the other
holders of interest in a Companion Loan, the Seller's interest in the related
Mortgage and the other contents of the related Mortgage File, will be vested in
the Purchaser and immediately thereafter the Trustee, and the ownership of
records and documents with respect to the related Mortgage Loan (other than a
Non-Serviced Companion Loan) prepared by or which come into the possession of
the Seller shall immediately vest in the Purchaser and immediately thereafter
the Trustee. The Purchaser will sell the Class A-1, Class A-2, Class A-3, Class
A-AB, Class A-4, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D,
Class E and Class F Certificates (the "Offered Certificates") to the
underwriters (the "Underwriters") specified in the Underwriting Agreement, dated
as of June 21, 2007 (the "Underwriting Agreement"), between the Purchaser and
the Underwriters, and the Purchaser will sell the Class X, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S,
Class R and Class LR Certificates (the "Private Certificates") to the initial
purchasers (the "Initial Purchasers" and, collectively with the Underwriters,
the "Dealers") specified in the Certificate Purchase Agreement, dated as of June
21, 2007 (the "Certificate Purchase Agreement"), between the Purchaser and
Initial Purchasers.
The sale and conveyance of the Mortgage Loans is being conducted on
an arms-length basis and upon commercially reasonable terms. As the purchase
price for the Mortgage Loans, the Purchaser shall pay to the Seller or at the
Seller's direction $2,280,187,643.44 (excluding accrued interest and certain
post-settlement adjustment for expenses incurred by the Underwriters on behalf
of the Depositor). The purchase and sale of the Mortgage Loans shall take place
on the Closing Date.
SECTION 2 Books and Records; Certain Funds Received After the
Cut-off Date. From and after the sale of the Mortgage Loans to the Purchaser,
record title to each Mortgage and the related Note shall be transferred to the
Trustee in accordance with this Agreement. Any funds due after the Cut-off Date
in connection with a Mortgage Loan received by the Seller shall be held in trust
for the benefit of the Trustee as the owner of such Mortgage Loan and shall be
transferred promptly to the Trustee. All scheduled payments of principal and
interest due on or before the Cut-off Date but collected after the Cut-off Date,
and recoveries of principal and interest collected on or before the Cut-off Date
(only in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date and principal prepayments thereon), shall belong to, and
shall be promptly remitted to, the Seller.
The transfer of each Mortgage Loan shall be reflected on the
Seller's balance sheets and other financial statements as a sale of the Mortgage
Loans by the Seller to the Purchaser. The Seller intends to treat the transfer
of each Mortgage Loan to the Purchaser as a sale for tax purposes.
The transfer of each Mortgage Loan shall be reflected on the
Purchaser's balance sheets and other financial statements as the purchase of the
Mortgage Loans by the Purchaser from the Seller. The Purchaser intends to treat
the transfer of each Mortgage Loan from the Seller as a purchase for tax
purposes. The Purchaser shall be responsible for maintaining, and shall
maintain, a set of records for each Mortgage Loan which shall be clearly marked
to reflect the transfer of ownership of each Mortgage Loan by the Seller to the
Purchaser pursuant to this Agreement.
SECTION 3 Delivery of Mortgage Loan Documents; Additional Costs and
Expenses. (a) The Purchaser hereby directs the Seller, and the Seller hereby
agrees, upon the transfer of the Mortgage Loans contemplated herein, to deliver
or cause to be delivered to the Trustee or a Custodian appointed thereby on the
dates set forth in Section 2.01 of the Pooling and Servicing Agreement, all
documents, instruments and agreements required to be delivered by the Purchaser
to the Trustee with respect to the Mortgage Loans under Section 2.01 of the
Pooling and Servicing Agreement, and meeting all the requirements of such
Section 2.01; provided that the Seller shall not be required to deliver any
draft documents, privileged communications, credit underwriting, due diligence
analyses or data or internal worksheets, memoranda, communications or
evaluations.
(b) The Seller shall deliver to the Master Servicer within 10
business days after the Closing Date, documents and records that (i) relate to
the servicing and administration of the Mortgage Loans, (ii) are reasonably
necessary for the ongoing administration and/or servicing of the Mortgage Loans
(including any asset summaries related to the Mortgage Loans that were delivered
to the Rating Agencies in connection with the rating of the Certificates) and
(iii) are in possession or control of the Seller, together with (x) all
unapplied Escrow Payments in the possession or under control of the Seller that
relate to the Mortgage Loans and (y) a statement indicating which Escrow
Payments are allocable to such Mortgage Loans); provided that the Seller shall
not be required to deliver any draft documents, privileged or other
communications, credit underwriting, due diligence analyses or data or internal
worksheets, memoranda, communications or evaluations.
SECTION 4 Treatment as a Security Agreement. Pursuant to Section 1
hereof, the Seller has conveyed to the Purchaser all of its right, title and
interest in and to the Mortgage Loans. The parties intend that such conveyance
of the Seller's right, title and interest in and to the Mortgage Loans pursuant
to this Agreement shall constitute a purchase and sale and not a loan. If such
conveyance is deemed to be a pledge and not a sale, then the parties also intend
and agree that the Seller shall be deemed to have granted, and in such event
does hereby grant, to the Purchaser, a first priority security interest in all
of its right, title and interest in, to and under the Mortgage Loans, all
payments of principal or interest on such Mortgage Loans due after the Cut-off
Date, all other payments made in respect of such Mortgage Loans after the
Cut-off Date (other than scheduled payments of principal and interest due on or
before the Cut-off Date) and all proceeds thereof, and that this Agreement shall
constitute a security agreement under applicable law. If such conveyance is
deemed to be a pledge and not a sale, the Seller consents to the Purchaser
hypothecating and transferring such security interest in favor of the Trustee
and transferring the obligation secured thereby to the Trustee.
SECTION 5 Covenants of the Seller. The Seller covenants with the
Purchaser as follows:
(a) except with respect to a Non-Serviced Mortgage Loan, it shall
record or cause a third party to record in the appropriate public recording
office for real property the assignments of the Mortgage Loans, assignments of
assignment of leases, rents and profits and the assignments of Mortgage and each
related UCC-2 and UCC-3 financing statement referred to in the definition of
Mortgage File from the Seller to the Trustee in connection with the Pooling and
Servicing Agreement; provided that, if the related Mortgage has been recorded in
the name of Mortgage Electronic Registration Systems, Inc. ("MERS") or its
designee, no such assignments, assignments of Mortgage or financing statements
in favor of the Trustee will be required to be prepared or delivered and
instead, the Seller shall take all actions as are necessary to cause the Trustee
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. All out of pocket costs and expenses relating to
the recordation or filing of such assignments, assignments of Mortgage and
financing statements shall be paid by the Seller. If any such document or
instrument is lost or returned unrecorded or unfilled, as the case may be,
because of a defect therein, then the Seller shall prepare a substitute
therefore or cure such defect of cause such to be done, as the case may be, and
the Seller shall deliver such substitute or corrected document or instrument to
the Trustee (or, if the Mortgage Loan is then no longer subject to the Pooling
and Servicing Agreement, the then holder of such Mortgage Loan).
(b) it shall take any action reasonably required by the Purchaser,
the Trustee or the Servicer in order to assist and facilitate the transfer of
the servicing of the Mortgage Loans to the Servicer, including effectuating the
transfer of any letters of credit with respect to any Mortgage Loan to the
Servicer on behalf of the Trustee for the benefit of Certificateholders. Prior
to the date that a letter of credit with respect to any Mortgage Loan is
transferred to the Servicer, the Seller will cooperate with the reasonable
requests of the Servicer or Special Servicer, as applicable, in connection with
effectuating a draw under such letter of credit as required under the terms of
the related Loan Documents. Notwithstanding the foregoing, this Section 5(b)
shall not apply with respect to a Non-Serviced Mortgage Loan;
(c) The Seller shall provide the Master Servicer the initial data
with respect to each Mortgage Loan for the CMSA Financial File and the CMSA Loan
Periodic Update File that are required to be prepared by the Master Servicer
pursuant to the Pooling and Servicing Agreement and the Supplemental Servicer
Schedule;
(d) if during the period of time that the Underwriters are required,
under applicable law, to deliver a prospectus related to the Offered
Certificates in connection with sales of the Offered Certificates by an
Underwriter or a dealer and the Seller has obtained actual knowledge of
undisclosed or corrected information related to an event that occurred prior to
the Closing Date, which event causes the Seller Information previously provided
to be incorrect or untrue, and which directly results in a material misstatement
or omission in the Prospectus Supplement, including Annex A, Annex B or Annex C
thereto and the CD-ROM and the Diskette included therewith (collectively, the
"Public Offering Documents"), and as a result the Underwriters' legal counsel
has determined that it is necessary to amend or supplement the Public Offering
Documents in order to make the statements therein, in the light of the
circumstances when the Prospectus is delivered to a purchaser, not misleading,
or to make the Public Offering Documents in compliance with applicable law, the
Seller shall (to the extent that such amendment or supplement solely relates to
the Seller Information at the expense of the Seller, do all things reasonably
necessary to assist the Depositor to prepare and furnish to the Underwriters,
such amendments or supplements to the Public Offering Documents as may be
necessary so that the statements in the Public Offering Documents, as so amended
or supplemented, will not, in the light of the circumstances when the Prospectus
is delivered to a purchaser, be misleading and will comply with applicable law.
(All terms under this clause (d) and not otherwise defined in this Agreement
shall have the meanings set forth in the Indemnification Agreement, dated as of
June 21, 2007, between the Seller and the Purchaser (the "Indemnification
Agreement" and, together with this Agreement, the "Operative Documents")); and
(e) for so long as the Trust Fund is subject to the reporting
requirements of the Exchange Act, the Seller shall provide the Purchaser (or
with respect to any Serviced Companion Loan that is deposited into another
securitization, the depositor of such securitization) and the Paying Agent with
any Additional Form 10-D Disclosure and any Additional Form 10-K Disclosure set
forth next the Seller's name on Exhibit U and Exhibit V of the Pooling and
Servicing Agreement within the time periods set forth in the Pooling and
Servicing Agreement.
SECTION 6 Representations and Warranties.
(a) The Seller represents and warrants to the Purchaser as of the
date hereof and as of the Closing Date that:
(i) The Seller is a limited partnership, duly organized, validly
existing and in good standing under the laws of the State of New York with
full power and authority to own its assets and conduct its business, is
duly qualified as a foreign organization in good standing in all
jurisdictions to the extent such qualification is necessary to hold and
sell the Mortgage Loans or otherwise comply with its obligations under
this Agreement except where the failure to be so qualified would not have
a material adverse effect on its ability to perform its obligations
hereunder, and the Seller has taken all necessary action to authorize the
execution, delivery and performance under the Operative Documents and has
duly executed and delivered this Agreement and the Indemnification
Agreement, and has the power and authority to execute, deliver and perform
under this Agreement and each other Operative Document and all the
transactions contemplated hereby and thereby, including, but not limited
to, the power and authority to sell, assign, transfer, set over and convey
the Mortgage Loans in accordance with this Agreement;
(ii) Assuming the due authorization, execution and delivery of each
Operative Document by each party thereto other than the Seller, each
Operative Document will constitute a legal, valid and binding obligation
of the Seller, enforceable against the Seller in accordance with its
terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights generally, and by general principles of
equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law);
(iii) The execution and delivery of each Operative Document by the
Seller and the performance of its obligations hereunder and thereunder
will not conflict with any provision of any law or regulation to which the
Seller is subject, or conflict with, result in a breach of, or constitute
a default under, any of the terms, conditions or provisions of any of the
Seller's organizational documents or any agreement or instrument to which
the Seller is a party or by which it is bound, or any order or decree
applicable to the Seller, or result in the creation or imposition of any
lien on any of the Seller's assets or property, in each case which would
materially and adversely affect the ability of the Seller to carry out the
transactions contemplated by the Operative Documents;
(iv) There is no action, suit, proceeding or investigation pending
or, to the Seller's knowledge, threatened against the Seller in any court
or by or before any other governmental agency or instrumentality which
would materially and adversely affect the validity of the Mortgage Loans
or the ability of the Seller to carry out the transactions contemplated by
each Operative Document;
(v) The Seller is not in default with respect to any order or decree
of any court or any order, regulation or demand of any federal, state,
municipal or governmental agency, which default might have consequences
that, in Seller's good faith and reasonable judgment, is likely to
materially and adversely affect the condition (financial or other) or
operations of the Seller or its properties or might have consequences
that, in Seller's good faith and reasonable judgment, is likely to
materially and adversely affect its performance under any Operative
Document;
(vi) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Seller of, or compliance by the Seller with, each
Operative Document or the consummation of the transactions contemplated
hereby or thereby, other than those which have been obtained by the
Seller;
(vii) The transfer, assignment and conveyance of the Mortgage Loans
by the Seller to the Purchaser is not subject to bulk transfer laws or any
similar statutory provisions in effect in any applicable jurisdiction; and
(viii) The Mortgage Loans were originated by a mortgagee approved by
the Secretary of Housing and Urban Development pursuant to Sections 203
and 211 of the Act, a savings and loan association, a savings bank, a
commercial bank, credit union, insurance company or other similar
institution which is supervised and examined by a federal or state
authority.
(b) The Purchaser represents and warrants to the Seller as of the
Closing Date that:
(i) The Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware, with full
corporate power and authority to own its assets and conduct its business,
is duly qualified as a foreign corporation in good standing in all
jurisdictions in which the ownership or lease of its property or the
conduct of its business requires such qualification, except where the
failure to be so qualified would not have a material adverse effect on the
ability of the Purchaser to perform its obligations hereunder, and the
Purchaser has taken all necessary action to authorize the execution,
delivery and performance of this Agreement by it, and has the power and
authority to execute, deliver and perform this Agreement and all the
transactions contemplated hereby;
(ii) Assuming the due authorization, execution and delivery of this
Agreement by the Seller, this Agreement will constitute a legal, valid and
binding obligation of the Purchaser, enforceable against the Purchaser in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors' rights generally, and by general
principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law);
(iii) The execution and delivery of this Agreement by the Purchaser
and the performance of its obligations hereunder will not conflict with
any provision of any law or regulation to which the Purchaser is subject,
or conflict with, result in a breach of, or constitute a default under,
any of the terms, conditions or provisions of any of the Purchaser's
organizational documents or any agreement or instrument to which the
Purchaser is a party or by which it is bound, or any order or decree
applicable to the Purchaser, or result in the creation or imposition of
any lien on any of the Purchaser's assets or property, in each case which
would materially and adversely affect the ability of the Purchaser to
carry out the transactions contemplated by this Agreement;
(iv) There is no action, suit, proceeding or investigation pending
or, to the Purchaser's knowledge, threatened against the Purchaser in any
court or by or before any other governmental agency or instrumentality
which would materially and adversely affect the validity of this Agreement
or any action taken in connection with the obligations of the Purchaser
contemplated herein, or which would be likely to impair materially the
ability of the Purchaser to perform under the terms of this Agreement;
(v) The Purchaser is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Purchaser or its properties or
might have consequences that would materially and adversely affect its
performance under any Operative Document;
(vi) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Purchaser of or compliance by the Purchaser with this
Agreement or the consummation of the transactions contemplated by this
Agreement other than those that have been obtained by the Purchaser.
(c) The Seller further makes the representations and warranties as
to the Mortgage Loans set forth in Exhibit B as of the Closing Date or other
date set forth in Exhibit B, which representations and warranties are subject to
the exceptions thereto set forth in Exhibit C; provided that the Seller
expressly does not make any Multifamily Representation with respect to any
Mortgage Loan that is not in the Multifamily Loan Group. As used in Exhibit B,
the term "Multifamily Loan Group" shall mean a loan group comprised of the
multifamily mortgages and mortgages on manufactured housing parks identified as
Loan Group 2 on the Mortgage Loan Schedule. The term "Multifamily
Representation" shall mean each of the representations and warranties made by
the Seller with respect to any Mortgage Loan in the Multifamily Loan Group in
clause (48) of Exhibit B.
(d) Pursuant to the Pooling and Servicing Agreement, if any party
thereto discovers that any document constituting a part of a Mortgage File has
not been properly executed, is missing, contains information that does not
conform in any material respect with the corresponding information set forth in
the Mortgage Loan Schedule, or does not appear to be regular on its face (each,
a "Document Defect"), or discovers or receives notice of a breach of any
representation or warranty of the Seller made pursuant to Section 6(c) of this
Agreement with respect to any Mortgage Loan (a "Breach"), such party is required
to give prompt written notice thereof to the Seller.
(e) If any such Document Defect or Breach with respect to any
Mortgage Loan materially and adversely affects (or, in the case of a breach of
any Multifamily Representation, is deemed to materially and adversely affect)
the value of the Mortgage Loan or the related Mortgaged Property or the
interests of the Certificateholders therein, then such Document Defect shall
constitute a "Material Document Defect" or such Breach shall constitute a
"Material Breach," as the case may be. Promptly upon becoming aware of any such
Material Document Defect or Material Breach (including through a written notice
given by any party hereto, as provided above), the Seller, not later than 90
days from the earlier of the Seller's discovery or receipt of notice of such
Material Document Defect or Material Breach, as the case may be (or, in the case
of a Material Document Defect or Material Breach relating to a Mortgage Loan not
being a "qualified mortgage" within the meaning of the REMIC Provisions, not
later than 90 days of any party discovering such Material Document Defect or
Material Breach provided the Seller receives notice thereof in a timely manner),
cure the same in all material respects (which cure shall include payment of any
Additional Trust Fund Expenses associated therewith) or, if such Material
Document Defect or Material Breach, as the case may be, cannot be cured within
such 90 day period, repurchase the affected Mortgage Loan or any related REO
Property at the applicable Purchase Price by wire transfer of immediately
available funds to the Collection Account (or, in the case of a Non-Serviced
Mortgage Loan or an REO Property that relates to a Non-Serviced Mortgage Loan,
to the related REO Account); provided, however, that if (i) such Material
Document Defect or Material Breach is capable of being cured but not within such
90 day period, (ii) such Material Document Defect or Material Breach is not
related to any Mortgage Loan's not being a "qualified mortgage" within the
meaning of the REMIC Provisions and (iii) the Seller has commenced and is
diligently proceeding with the cure of such Material Document Defect or Material
Breach within such 90 day period, then the Seller shall have an additional 90
days to complete such cure or, in the event of a failure to so cure, to complete
such repurchase (it being understood and agreed that, in connection with the
Seller's receiving such additional 90 day period, the Seller shall deliver an
Officer's Certificate to the Trustee setting forth the reasons such Material
Document Defect or Material Breach is not capable of being cured within the
initial 90 day period and what actions the Seller is pursuing in connection with
the cure thereof and stating that the Seller anticipates that such Material
Document Defect or Material Breach will be cured within such additional 90 day
period); and provided, further, that, if any such Material Document Defect is
still not cured after the initial 90 day period and any such additional 90 day
period solely due to the failure of the Seller to have received the recorded
document, then the Seller shall be entitled to continue to defer its cure and
repurchase obligations in respect of such Document Defect so long as the Seller
certifies to the Trustee every 30 days thereafter that the Document Defect is
still in effect solely because of its failure to have received the recorded
document and that the Seller is diligently pursuing the cure of such defect
(specifying the actions being taken), except that no such deferral of cure or
repurchase may continue beyond the second anniversary of the Closing Date. Any
such repurchase of a Mortgage Loan shall be on a servicing released basis. The
Seller shall have no obligation to monitor the Mortgage Loans regarding the
existence of a breach or a document defect, but if the Seller discovers a
Material Breach or Material Document Defect with respect to a Mortgage Loan, it
will notify the Purchaser. For purposes of this Section 6(e) and other related
provisions of this Agreement, a breach of any Multifamily Representation with
respect to a Mortgage Loan in the Multifamily Loan Group shall be deemed to
materially and adversely affect the value of the Mortgage Loan or the related
Mortgaged Property or the interests of the Certificateholders in such Mortgage
Loan and shall constitute a Material Breach.
(f) In connection with any repurchase of a Mortgage Loan pursuant to
this Section 6, the Pooling and Servicing Agreement shall provide that, subject
to Section 3.26 of the Pooling and Servicing Agreement, the Trustee, the
Custodian, the Master Servicer and the Special Servicer shall each tender to the
repurchasing entity, upon delivery to each of them of a receipt executed by the
repurchasing entity, all portions of the Mortgage File and other documents
pertaining to such Mortgage Loan possessed by it, and each document that
constitutes a part of the Mortgage File shall be endorsed or assigned to the
extent necessary or appropriate to the repurchasing entity or its designee in
the same manner, but only if the respective documents have been previously
assigned or endorsed to the Trustee, and pursuant to appropriate forms of
assignment, substantially similar to the manner and forms pursuant to which such
documents were previously assigned to the Trustee; provided that such tender by
the Trustee shall be conditioned upon its receipt from the Master Servicer of a
Request for Release and an Officer's Certificate to the effect that the
requirements for repurchase have been satisfied.
(g) The representations and warranties of the parties hereto shall
survive the execution and delivery and any termination of this Agreement and
shall inure to the benefit of the respective parties, notwithstanding any
restrictive or qualified endorsement on the Notes or Assignment of Mortgage or
the examination of the Mortgage Files.
(h) Each party hereby agrees to promptly notify the other party of
any breach of a representation or warranty contained in Section 6(c). The
Seller's obligation to cure any breach or repurchase or substitute any affected
Mortgage Loan pursuant to this Section 6 shall constitute the sole remedy
available to the Purchaser in connection with a breach of any of the Seller's
representations or warranties contained in this Section 6(c); provided, however,
that no limitation of remedy is implied with respect to the Seller's breach of
its obligation to cure, repurchase or substitute in accordance with the terms
and conditions of this Agreement.
SECTION 7 Review of Mortgage File. The Purchaser shall require the
Trustee or the Custodian pursuant to the Pooling and Servicing Agreement to
review the Mortgage Files pursuant to Section 2.02 of the Pooling and Servicing
Agreement and if it finds any document or documents not to have been properly
executed, or to be missing or to be defective on its face in any material
respect, to notify the Purchaser, which shall promptly notify the Seller.
SECTION 8 Conditions to Closing. The obligation of the Seller to
sell the Mortgage Loans shall be subject to the Seller having received the
purchase price for the Mortgage Loans as contemplated by Section 1. The
obligations of the Purchaser to purchase the Mortgage Loans shall be subject to
the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be performed
by it at or prior to the Closing Date pursuant to the terms of this Agreement
shall have been duly performed and complied with and all of the representations
and warranties of the Seller under this Agreement shall be true and correct in
all material respects as of the Closing Date, and no event shall have occurred
as of the Closing Date which would constitute a default under this Agreement,
and the Purchaser shall have received a certificate to the foregoing effect
signed by an authorized officer of the Seller substantially in the form of
Exhibit D.
The Pooling and Servicing Agreement (to the extent it affects the
obligations of the Seller hereunder), in such form as is agreed upon and
acceptable to the Purchaser, the Seller, the Underwriters and their respective
counsel in their reasonable discretion, shall be duly executed and delivered by
all signatories as required pursuant to the terms thereof.
(b) The Purchaser shall have received the following additional
closing documents:
(i) copies of the Seller's Articles of Association, charter, by-laws
or other organizational documents and all amendments, revisions,
restatements and supplements thereof, certified as of a recent date by the
Secretary of the Seller;
(ii) a certificate as of a recent date of the Secretary of State of
the State of New York to the effect that the Seller is duly organized,
existing and in good standing in the State of New York;
(iii) an opinion of counsel of the Seller, subject to customary
exceptions and carve-outs, in form substantially similar to the opinions
set forth in Exhibit E, acceptable to the Underwriters and each Rating
Agency; and
(iv) a letter from counsel of the Seller to the effect that nothing
has come to such counsel's attention that would lead such counsel to
believe that the Prospectus Supplement as of the date thereof or as of the
Closing Date contains, with respect to the Seller or the Mortgage Loans,
any untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements therein relating to the Seller
or the Mortgage Loans, in the light of the circumstances under which they
were made, not misleading.
(c) The Offered Certificates shall have been concurrently issued and
sold pursuant to the terms of the Underwriting Agreement. The Private
Certificates shall have been concurrently issued and sold pursuant to the terms
of the Certificate Purchase Agreement.
(d) The Seller shall have executed and delivered concurrently
herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other
certificates of its officers or others and such other documents and opinions to
evidence fulfillment of the conditions set forth in this Agreement as the
Purchaser and its counsel may reasonably request.
SECTION 9 Closing. The closing for the purchase and sale of the
Mortgage Loans shall take place at the office of Cadwalader, Xxxxxxxxxx & Xxxx
LLP, New York, New York, at 10:00 a.m., on the Closing Date or such other place
and time as the parties shall agree. The parties hereto agree that time is of
the essence with respect to this Agreement.
SECTION 10 Expenses. The Seller will pay its pro rata share (the
Seller's pro rata portion to be determined according to the percentage that the
aggregate principal balance as of the Cut-off Date of all the Mortgage Loans
represents as to the aggregate principal balance as of the Cut-off Date of all
the mortgage loans to be included in the Trust Fund) of all costs and expenses
of the Purchaser in connection with the transactions contemplated herein,
including, but not limited to: (i) the costs and expenses of the Purchaser in
connection with the purchase of the Mortgage Loans; (ii) the costs and expenses
of reproducing and delivering the Pooling and Servicing Agreement and this
Agreement and printing (or otherwise reproducing,) and delivering the
Certificates; (iii) the reasonable and documented fees, costs and expenses of
the Trustee and its counsel; (iv) the fees and disbursements of a firm of
certified public accountants selected by the Purchaser and the Seller with
respect to numerical information in respect of the Mortgage Loans and the
Certificates included in the Prospectus, the Offering Circular (as defined in
the Indemnification Agreement) and any related 8-K Information (as defined in
the Underwriting Agreement), including the cost of obtaining any "comfort
letters" with respect to such items; (v) the costs and expenses in connection
with the qualification or exemption of the Certificates under state securities
or blue sky laws, including filing fees and reasonable fees and disbursements of
counsel in connection therewith; (vi) the costs and expenses in connection with
any determination of the eligibility of the Certificates for investment by
institutional investors in any jurisdiction and the preparation of any legal
investment survey, including reasonable fees and disbursements of counsel in
connection therewith; (vii) the costs and expenses in connection with printing
(or otherwise reproducing) and delivering the Registration Statement and
Prospectus and the reproducing and delivery of this Agreement and the furnishing
to the Underwriters of such copies of the Registration Statement, Prospectus and
this Agreement as the Underwriters may reasonably request; (viii) the fees of
the rating agency or agencies requested to rate the Certificates; and (ix) the
reasonable fees and expenses of Cadwalader, Xxxxxxxxxx & Xxxx LLP, counsel to
the Purchaser and the Underwriters.
SECTION 11 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement. Furthermore, the
parties shall in good faith endeavor to replace any provision held to be invalid
or unenforceable with a valid and enforceable provision which most closely
resembles, and which has the same economic effect as, the provision held to be
invalid or unenforceable.
SECTION 12 Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York without regard to conflicts of
law principles and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
SECTION 13 No Third-Party Beneficiaries. The parties do not intend
the benefits of this Agreement to inure to any third party except as expressly
set forth in Section 14.
SECTION 14 Assignment. The Seller hereby acknowledges that the
Purchaser has, concurrently with the execution hereof, executed and delivered
the Pooling and Servicing Agreement and that, in connection therewith, it has
assigned its rights hereunder to the Trustee for the benefit of the
Certificateholders. The Seller hereby acknowledges its obligations pursuant to
Sections 2.01, 2.02 and 2.03 of the Pooling and Servicing Agreement. This
Agreement shall bind and inure to the benefit of and be enforceable by the
Seller, the Purchaser and their permitted successors and assigns. The warranties
and representations and the agreements made by the Seller herein shall survive
delivery of the Mortgage Loans to the Trustee until the termination of the
Pooling and Servicing Agreement.
SECTION 15 Notices. All communications hereunder shall be in writing
and effective only upon receipt and (i) if sent to the Purchaser, will be
mailed, hand delivered, couriered or sent by facsimile transmission to it at 00
Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, to the attention of Xxxxx Xxxxxx
Xxxxxxxx, fax number (000) 000-0000, with a copy to Xxxxx Xxxxxxxxxx, fax number
(000) 000-0000, (ii) if sent to the Seller, will be mailed, hand delivered,
couriered or sent by facsimile transmission and confirmed to it at Xxxxxxx Xxxxx
Mortgage Company, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, to the attention of
Xxxxx Xxxxxx Xxxxxxxx, fax number (000) 000-0000, with a copy to Xxxxx
Xxxxxxxxxx, Esq., fax number (000) 000-0000 and (iii) in the case of any of the
preceding parties, such other address as may hereafter be furnished to the other
party in writing by such parties.
SECTION 16 Amendment. This Agreement may be amended only by a
written instrument which specifically refers to this Agreement and is executed
by the Purchaser and the Seller. This Agreement shall not be deemed to be
amended orally or by virtue of any continuing custom or practice. No amendment
to the Pooling and Servicing Agreement which relates to defined terms contained
therein or any obligations or rights of the Seller whatsoever shall be effective
against the Seller unless the Seller shall have agreed to such amendment in
writing.
SECTION 17 Counterparts. This Agreement may be executed in any
number of counterparts, and by the parties hereto in separate counterparts, each
of which when executed and delivered shall be deemed to be an original and all
of which taken together shall constitute one and the same instrument.
SECTION 18 Exercise of Rights. No failure or delay on the part of
any party to exercise any right, power or privilege under this Agreement and no
course of dealing between the Seller and the Purchaser shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or
privilege under this Agreement preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. The rights and remedies
herein expressly provided are cumulative and not exclusive of any rights or
remedies which any party would otherwise have pursuant to law or equity. No
notice to or demand on any party in any case shall entitle such party to any
other or further notice or demand in similar or other circumstances, or
constitute a waiver of the right of either party to any other or further action
in any circumstances without notice or demand.
SECTION 19 No Partnership. Nothing herein contained shall be deemed
or construed to create a partnership or joint venture between the parties
hereto. Nothing herein contained shall be deemed or construed as creating an
agency relationship between the Purchaser and the Seller and neither party shall
take any action which could reasonably lead a third party to assume that it has
the authority to bind the other party or make commitments on such party's
behalf.
SECTION 20 Miscellaneous. This Agreement supersedes all prior
agreements and understandings relating to the subject matter hereof. Neither
this Agreement nor any term hereof may be waived, discharged or terminated
orally, but only by an instrument in writing signed by the party against whom
enforcement of the waiver, discharge or termination is sought.
SECTION 21 Further Assurances. The Seller and Purchaser each agree
to execute and deliver such instruments and take such further actions as any
party hereto may, from time to time, reasonably request in order to effectuate
the purposes and carry out the terms of this Agreement.
* * * * * *
IN WITNESS WHEREOF, the Purchaser and the Seller have caused their
names to be signed hereto by their respective officers thereunto duly authorized
as of the day and year first above written.
GS MORTGAGE SECURITIES CORPORATION II
By: /s/ Xxx Xxxxx
-----------------------------------------
Name: Xxx Xxxxx
Title: CFO
XXXXXXX XXXXX MORTGAGE COMPANY
By: Xxxxxxx Sachs Real Estate Funding Corp.,
its General Partner
By: /s/ Xxx Xxxxx
-----------------------------------------
Name: Xxx Xxxxx
Title: Vice President
EXHIBIT A
MORTGAGE LOAN SCHEDULE
2007-GG10 Goldman Mortgage Loan Schedule
Control Loan Loan
Number Footnotes Number Group Property Name
-------- --------- ------------- ------- -------------------------------------
1 00-1001221 Group 1 Shorenstein Portland Portfolio
1.01 00-0000000-0 Group 1 Lincoln Center
1.02 00-0000000-0 Group 1 Xxxxx Xxxxx
1.03 00-0000000-0 Group 1 Nimbus Corporate Center
1.04 00-0000000-0 Group 1 Congress Center
1.05 00-0000000-0 Group 1 Xxxxx Xxxxx V
1.06 00-0000000-0 Group 1 Umpqua Bank Plaza
1.07 00-0000000-0 Group 1 5800 & 6000 Xxxxxxx
1.08 00-0000000-0 Group 1 River Forum 1 & 2
1.09 00-0000000-0 Group 1 4900 & 0000 Xxxxxxx Xxxx
1.10 00-0000000-00 Group 1 0000 Xxxxxxx Xxxx
1.11 00-0000000-00 Group 1 0000 Xxxxx Xxx Xxxxx
1.12 00-0000000-00 Group 1 Xxxxx Oaks II
1.13 00-0000000-00 Group 1 Xxxxx Oaks I
1.14 00-0000000-00 Group 0 Xxxxx Xxx Xxxxx I & II
1.15 00-0000000-00 Group 1 0000 Xxxxxxx Xxxx
1.16 00-0000000-00 Group 1 0000 Xxxxx Xxx Xxxxx
0 3 00-1001220 Group 1 Two Xxxxxx Xxxxxx
00 0 09-0001224 Group 2 Lynnewood Gardens
17 00-1001223 Group 1 CARS Chauncey Ranch
21 09-0002579 Group 0 Xxxxx Xxxxx Xxxxxx
27 09-0002554 Group 1 Penn Center East
32 09-0002629 Group 1 Rosemont Commons
38 09-0002623 Group 1 One Financial Plaza
40 09-0002661 Group 1 000 Xxxxxxx Xxxxxx
47 09-0002614 Group 1 Magnolia Hotel Denver
48 09-0002595 Group 1 Ballantyne Resort
49 4 09-0002608 Group 1 Xxxxxxx Office Center
57 7, 17 09-0002594 Group 1 Park Building
58 09-0002626 Group 1 Montvale Center
61 09-0002556 Group 0 Xxxxxxx Xxxxx Xxxxxxxx Xxxxxx
64 09-0002537 Group 1 Shoppes at Centre Pointe
69 09-0002591 Group 1 Marketplace at the Lakes
72 18 09-0002642 Group 0 Xxxxxx Xxxxxx Xxxxxxxxx
00 09-0002625 Group 2 Avalon Peaks
75 09-0002612 Group 2 Harbor Club Apartments
78 09-0002265 Group 1 Pasadena Medical
79 09-0002552 Group 1 Horizon Town Center
81 09-0002618 Group 0 Xxxxx Xxxxxx Xxx Xxx Xxxxxxxx Xxxxxx
82 09-0002589 Group 0 Xxxxxx Xxxx Xxxxx & Xxxxxx Xxxx Xxxxx
00 09-0002575 Group 1 Embassy Suites Hotel
89 09-0002550 Group 1 Garden View Medical Plaza
90 19 09-0002581 Group 1 Southern Highlands Corporate Center
91 09-0002592 Group 2 Keystone Apartments
92 09-0002647 Group 1 Mira Loma Shopping Center
93 09-0002560 Group 1 Marketplace at South River Colony
94 09-0002613 Group 2 Rocca Apartments
95 09-0002636 Group 1 Drug Store Portfolio
95.01 00-0000000-0 Group 1 Fayette Town Center
95.02 00-0000000-0 Group 1 Eckerd's
95.03 00-0000000-0 Group 1 Walgreens
95.04 00-0000000-0 Group 1 CVS
96 09-0002628 Group 1 Arrowhead Creekside
97 09-0002576 Group 1 Boulevard Center II
98 09-0002500 Group 1 Bethel Station
99 09-0002633 Group 1 Xxxxxxx Corners
100 09-0002584 Group 0 Xxxxxxxx Xxxxx
000 0 09-0002564 Group 1 Foothill Village Oaks
107 09-0002434 Group 1 Manchester Stadium 16
109 09-0002639 Group 1 ANC Corporate Center II
110 09-0002606 Group 1 Vista Palomar Park
111 09-0002538 Group 1 Bergen Village
112 09-0002632 Group 1 Ashley Furniture and Gordmans
116 4 09-0002648 Group 1 Homewood Suites
117 09-0002539 Group 0 Xxxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx
120 09-0002582 Group 0 Xxxxxxxxxx Xxxxx Xxxxxxxxxx
000 09-0002657 Group 1 Parkway Center
125 09-0002610 Group 1 15th & Spruce
126 09-0002586 Group 1 530 New Waverly Place
127 09-0002602 Group 1 Liberty Park
129 09-0002559 Group 1 Corporate Lakes I
130 09-0002570 Group 1 Highlands Ranch Marketplace
131 09-0002619 Group 0 Xxxxx Xxxxx
132 09-0002578 Group 0 Xxxxxx Xxxxx Xxxxx
133 09-0002540 Group 1 Xxxxxx Building
134 09-0002481 Group 1 Gold's Gym
135 09-0002547 Group 0 Xxxxxx Xxxxxxx Xxxxxx Xxxxx
000 0 09-0002493 Group 1 Xxxx Business Center
140 09-0002419 Group 1 Xxxxxx Xxxxxxx MAB
142 09-0002557 Group 1 0000 Xxxxxxxx
145 09-0002511 Group 0 Xxx Xxxxx Xxxxxxx Center
146 09-0002580 Group 1 Xxxxxxxx Hills Shopping Center
147 20 09-2001024 Group 1 Joppatowne Plaza
148 09-0002553 Group 1 0000 Xxxx Xxxxx Xxxxxx
149 09-0002563 Group 1 000 Xxxxxxxxxx Xxxxxxx
150 15 09-0002525 Group 1 KLC Shopping Center
151 15 09-0002526 Group 1 Normandy Center
152 4 09-0002643 Group 1 Festival Foods
153 09-0002546 Group 1 000 Xxxxxxxxxx Xxxx
154 4 09-0002508 Group 1 JMS Portfolio
154.01 00-0000000-0 Group 1 Medical Arts
154.02 00-0000000-0 Group 1 Xxxxx Building
154.03 00-0000000-0 Group 1 Weatherfield Building
157 09-0002551 Group 1 2929 Oaks at Turtle Creek
158 09-0002585 Group 0 Xxxxxx Xxxxx XXX
000 09-0002634 Group 1 Xxxxxxx Office Building
161 09-0002604 Group 1 Xxxxxxxx Medical
162 09-0002599 Group 1 Woodlands Crossing
164 09-0002534 Group 1 0000 Xxxxxxxx Xxxxxx
165 09-0002568 Group 1 00 Xxxxxx Xxxx Xxxx
000 5 09-0002558 Group 2 Laurel Theater Apartments
168 09-0002577 Group 1 Foundry
171 4 09-0002574 Group 1 Berkshire Office Building
172 09-0002605 Group 1 0000 Xxxxxxxx Xxxxxxx
173 09-0002607 Group 0 Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxx
176 09-0002513 Group 1 Heritage Trace Center
178 09-0002405 Group 1 Xxxxx Xxxxxxxxxxx Xxxxx X
000 0 09-0002571 Group 1 Three Rivers Office
181 09-0002635 Group 1 North Star Square
183 09-0002583 Group 0 Xxxxx Xxxxxx Xxxxxx Xxxxxxxx
000 09-0002645 Group 1 Gold Creek Marketplace
185 09-0002587 Group 1 Horseshoe Center
186 09-0002565 Group 1 Starbucks & FedEx Center
187 09-0002615 Group 1 Belfair Towne Center
191 09-0002555 Group 1 Xxxxx Retail Center
196 09-0002473 Group 1 Rite Aid - Summit
197 09-0002611 Group 1 0000 Xxxxx Xxxxxx
198 09-0002569 Group 1 Desert Xxxx Center
200 09-0002460 Group 1 Florida City Shops
Control
Number Address City
-------- --------------------------------------------------------------------- ----------------
1
1.01 10200-10500 Southwest Xxxxxxxxx Road Portland
1.02 5285, 5335, 5665 and 0000 Xxxxxxxxx Xxxxxxx Xxxx Xxxx Xxxxxx
1.03 0000 Xxxxxxxxx Xxxxxx Xxxxx Xxxxxxxxx
1.04 0000 Xxxxxxxxx Xxxxx Xxxxxx Xxxxxxxx
1.05 0000 Xxxxxxx Xxxx Xxxx Xxxxxx
1.06 Xxx Xxxxxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx
1.07 5800 & 0000 Xxxxxxxxx Xxxxxxx Xxxx Xxxx Xxxxxx
1.08 0000-0000 Xxxxxxxxx Xxxxxxx Xxxxxx Portland
1.09 4900 & 0000 Xxxxxxx Xxxx Xxxx Xxxxxx
1.10 0000 Xxxxxxx Xxxx Xxxx Xxxxxx
1.11 0000 Xxxxxxxxx Xxxxx Xxx Xxxxx Xxxx Xxxxxx
1.12 0000 Xxxxxxxxx Xxxxxxx Xxxx Xxxx Xxxxxx
1.13 0000 Xxxxxxxxx Xxxxxxx Xxxx Xxxx Xxxxxx
1.14 4500 and 0000 Xxxxxxxxx Xxxxx Xxx Xxxx Xxxxxx
1.15 0000 Xxxxxxx Xxxx Xxxx Xxxxxx
1.16 0000 Xxxxx Xxx Xxxxx Xxxx Xxxxxx
6 0000 Xxxxxxxx Xxx Xxxx
15 2047 Xxxxxxx Way Xxxxxx Park
17 00000-00000 Xxxxx Xxxxxxxxxx Xxxx and 0000 Xxxxxxxx Xxxxx Xxxxxxx
21 00-00 Xxxxx Xxxxx Xxxxxx Xxxxxxxx
27 000-000 Xxxx Xxxxxx Xxxxxxxxx Xxxxxxxxxx
32 0000-X Xxxx Xxxxxx Xxxxxx Xxxxxxxx
38 One Financial Plaza Providence
40 000 Xxxxxxx Xxxxxx Xxxxxxxxxx
47 000 00xx Xxxxxx Xxxxxx
48 00000 Xxxxxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxxx
49 30600-30800 Telegraph Road Xxxxxxx Farms
57 000 Xxxxx Xxxxxx Xxxxxx Winston-Salem
58 18310 Xxxxxxxxxx Village Avenue Gaithersburg
61 2481, 2483 and 0000 Xxxxx Xxxx Xxxxxxxxx Xxxxx
64 0000 Xxxxxx Xxxxxx Xxxxxxxxx Xxxxx Xxxxxxxxxx
69 000-000 Xxxxx Xxxxx Xxxx Xxxxxx
72 861, 871, 881, & 000 Xxxxxx Xxxxxxxxx and 2200 and 0000 Xxxxxx Xxxxxx Allentown
74 0000 Xxxxxxxxx Xxxx Apex
75 00 Xxxxxxxx Xxxxxxxxx Xxxxxx
78 000 Xxxxx Xxxxxxx Xxxxxx Pasadena
79 1201, 1211-1331, & 0000 Xxxxx Xxxxxxx Xxxxxxx Xxxxxxxxx
81 4120-4196 Oceanside Boulevard Oceanside
82 1400-1410 Energy Park Drive and 1350-1380 Energy Lane Xx. Xxxx
00 000 Xxxxx xxx Xxxxx Xxxxxx
89 1200 Garden View Road Encinitas
90 00000 Xxxxxxxx Xxxxxxxxx Xxxxxxx Xxx Xxxxx
91 0000 Xxxx Xxxxxx Xxx Xxxxxxxxx
92 3304-3380 South McCarran Boulevard Reno
93 3213 - 0000 Xxxxxxxx Xxxxxx Xxxx Xxxxxxxxx
94 0000 Xxxxxxxxx Xxxxxxx Xxxxxxx
95
95.01 000 Xxxx Xxxxxxxx Xxxx Xxxxxxxxx
95.02 0000 Xxxxx Xxxxx Xxxxxxxxx Xxxxx Rome
95.03 0000 Xxxxxxxxx Xxxxxx Xxxxxxxxx Topeka
95.04 000 Xxxx Xxxxxxxx Xxxx Xxxxxxx
96 0000 Xxxx Xxxx Xxxx Xxxxxxxx
97 0000-0000 Xxxxx Xxxxxxxx Xxxxxxxxx Denver
98 22219-22311 Mountain Highway East Spanaway
99 0000 Xxxxx Xxxxxx Xxxx Xxxxxx
100 0000-0000 Xxxxxxx Xxxx Xxxx Xxxxxxxx
102 5110, 5140, 5170 and 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxx
107 0000 Xxxx Xxxxxxx Xxxxxx Xxxxxx
109 000 Xxxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxxxxx
110 3211 - 0000 Xxxxxxxx Xxxx Xxxxx Xxxxx
000 0000-0000 Bergen Parkway Evergreen
112 4731 and 0000 Xxxx Xxxxxxxx Xxxxxx Grand Chute
116 1495 Equity Drive Xxxx
117 0000 Xxxx Xxxxx Xxxx Xxxxxxxxxxxx
120 0000 Xxxx Xxxxxxxx Xxxx Xxxxxxxx
121 537, 541 & 000 Xxxx Xxxxxxxxx Xxxxx Xxxxxxx Xxxxxxxxx Ranch
125 0000 Xxxxxx Xxxxxx Boulder
126 530 New Waverly Place Cary
127 000 Xxxxxxxxx Xxxxxx Xxxxxxxxx Issaquah
129 0000 Xxxxx Xxxxx Xxxxx
000 0000-0000 Xxxxx Xxxxxxxxxx Xxxxxxxxx Highlands Ranch
131 2611 & 0000 Xxxxx Xxxxxxxxx Xxxxxxxxx Albuquerque
132 000 Xxxx Xxxxxxxx Xxxx Xxxxxxxxxx
133 0000 Xxxxxx Xxxx Xxxxxxxxx
134 0000 Xxxxx Xxxx Xxxx Xxxxxxx
135 00000 XX 000 and 0000 Xxxxxx Xxxxxxx Xxxx Xxxxxxx
136 6500 & 0000 Xxxx Xxxxxx Xxxxx Xxxxxxxx Xxxx
140 222 High Street Xxxxxx
142 0000-0000 Xxxxxxxx Xxxxx Xxxxx
145 0000 Xxxxx Xxx Xxxxx Xxxxx Xxxx
146 000 Xxxx Xxxxxxxxx Xxxxxxxxxx
000 0000 Xxxxx Xxxx Xxxx Joppatowne
148 0000 Xxxx Xxxxx Xxxxxx Xxxxxx
149 000 Xxxxxxxxxx Xxxxxxx Xxxxxxxxxx
150 0000 XX 000xx Xxxxxx Xxxxx
151 957, 969 and 0000 Xxxxxxxx Xxxxx Xxxxx Xxxxx
152 0000 Xxxx Xxxxx Xxx Xxxxxx
153 000 Xxxxxxxxxx Xxxx Xxxxxxxx Meeting
154
154.01 0000 Xxxx Xxxxxxxx Xxxxxx Toledo
154.02 0000 Xxxxxx Xxxx Xxxxxx Maumee
154.03 6535-6541 Xxxxxxxxxxxx Xxxxx Xxxxxx
000 0000 Xxxxxxxx Xxxxxx Dallas
158 18 Centre Drive Monroe Township
160 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxx
161 000 Xxxxx Xxxxxx Xxxx Chandler
162 0000 Xxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxxx Flagstaff
164 0000 Xxxxxxxx Xxxxxx Xxxxxx Xxxxx
165 00 Xxxxxx Xxxx Xxxx Xxxxxxx
167 0000 Xxxxxx Xxxxxx and 0000 Xxxxx Xxx Xxx San Xxxxxx
168 000 Xxxxx Xxxxxxxx Xxxxxx Syracuse
171 000 Xxxxxxxxxx Xxxxxx Xxxxxxx
172 0000 Xxxxxxxx Xxxxxxx Xxxxxxxx
173 0000 Xxxxxxx Xxxxxx Xxxxx Xxxxxxxx
176 4200, 4224, 4232 and 0000 Xxxxxxxx Xxxxx Xxxxxxx Xxxxxx
178 3208-3218 West Grant Line Road Xxxxx
180 0 Xxxxxxxx Xxxxxx Xx Crosse
181 0000 Xxxxx XxXxxxxxxx Xxxxxx San Antonio
183 00000 Xxxxx Xxxxxx Xxxxxxx Xxxxx
184 210 & 000 Xxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx
185 000 Xxxxxxxxxx Xxxx Alcoa
186 000 Xxxxx Xxxxxxx Xxxx Fond du Lac
187 27 Towne Drive Bluffton
191 151-171 and 000-000 Xxxx 0xx Xxxxxx Xxxxx
196 0000 Xxxxx Xxxxxx Xxxxxx Toledo
197 0000 Xxxxx Xxxxxx Boulder
198 0000 Xxxx Xxxx Xxxx Xxxxxxxx
200 00000 Xxxxx Xxxxx Xxxxxxx Xxxxxxx City
Monthly Gross Remaining
Control Cut-Off Date Debt Interest Term To
Number State Zip Code Balance ($) Service ($) Rate (%) Maturity (Mos.) Maturity Date
-------- -------------- -------- ------------ ------------- -------- --------------- -------------
1 697,200,000 3,284,199.33 5.56000% 117 4/6/2017
1.01 Xxxxxx 00000
1.02 Xxxxxx 00000
1.03 Xxxxxx 00000
1.04 Xxxxxx 00000
1.05 Xxxxxx 00000
1.06 Xxxxxx 00000
1.07 Xxxxxx 00000
1.08 Xxxxxx 00000
1.09 Xxxxxx 00000
1.10 Xxxxxx 00000
1.11 Xxxxxx 00000
1.12 Xxxxxx 00000
1.13 Xxxxxx 00000
1.14 Xxxxxx 00000
1.15 Xxxxxx 00000
1.16 Oregon 97035
6 Xxx Xxxx 00000 191,250,000 868,163.44 5.35800% 117 4/6/2017
15 Pennsylvania 19027 129,500,000 665,752.31 6.06800% 119 6/6/2017
17 Arizona 85054 120,000,000 616,710.00 6.06600% 58 5/6/2012
21 Xxxxxxxxxxx 00000 87,550,000 459,509.82 6.19500% 115 2/6/2017
27 Pennsylvania 15235 61,500,000 306,789.33 5.88800% 57 4/6/2012
00 Xxxx 00000 55,500,000 266,561.10 5.66900% 000 0/0/0000
00 Xxxxx Xxxxxx 00000 51,750,000 259,116.56 5.91000% 119 6/6/2017
40 Xxxxx Xxxxxxxx 00000 46,000,000 223,310.83 5.73000% 000 0/0/0000
00 Xxxxxxxx 00000 35,800,000 209,146.57 5.76000% 118 5/6/2017
48 Xxxxx Xxxxxxxx 00000 35,500,000 169,931.60 5.65000% 119 6/6/2017
49 Michigan 48025 35,000,000 207,821.79 5.91000% 118 5/1/2017
57 Xxxxx Xxxxxxxx 00000 26,000,000 149,588.58 5.62000% 118 5/6/2017
58 Xxxxxxxx 00000 25,000,000 125,600.69 5.93000% 59 6/6/2012
61 California 95928 23,250,000 110,505.31 5.61000% 117 4/6/2017
64 Xxxxx Xxxxxxxx 00000 23,000,000 134,514.12 5.77000% 000 0/0/0000
00 Xxxxxxxxxx 00000 20,800,000 96,041.11 5.45000% 118 5/6/2017
72 Pennsylvania 18109 18,800,000 96,522.33 6.06000% 83 6/6/2014
74 Xxxxx Xxxxxxxx 00000 18,350,000 89,392.53 5.75000% 119 6/6/2017
75 Delaware 19713 18,000,000 81,282.50 5.33000% 119 6/6/2017
78 California 91105 17,840,000 91,593.53 6.06000% 00 0/0/0000
00 Xxxxxx 00000 17,600,000 86,335.33 5.79000% 000 0/0/0000
00 Xxxxxxxxxx 00000 16,600,000 78,335.86 5.57000% 000 0/0/0000
00 Xxxxxxxxx 00000 16,250,000 79,713.02 5.79000% 000 0/0/0000
00 Xxxxx 00000 16,000,000 93,676.82 5.78000% 000 0/0/0000
00 Xxxxxxxxxx 00000 15,225,165 90,793.70 5.95000% 000 0/0/0000
00 Xxxxxx 00000 15,000,000 70,658.33 5.56000% 000 0/0/0000
00 Xxxxxxxxxx 00000 15,000,000 69,895.83 5.50000% 000 0/0/0000
00 Xxxxxx 00000 14,880,000 69,462.73 5.51000% 118 5/6/2017
93 Xxxxxxxx 00000 14,500,000 69,040.14 5.62000% 000 0/0/0000
00 Xxxxxxx 00000 14,500,000 66,214.65 5.39000% 59 6/1/2012
95 14,500,000 72,602.71 5.91000% 119 6/6/2017
95.01 Xxxxxxxx 00000
95.02 Xxx Xxxx 00000
95.03 Xxxxxx 00000
95.04 Texas 76022
96 Arizona 85308 14,500,000 68,917.29 5.61000% 000 0/0/0000
00 Xxxxxxxx 00000 14,250,000 67,004.69 5.55000% 118 5/1/2017
98 Xxxxxxxxxx 00000 14,000,000 67,133.89 5.66000% 000 0/0/0000
00 Xxxxxxx 00000 14,000,000 66,185.00 5.58000% 119 6/6/2017
100 Xxxxx Xxxxxxxx 00000 13,200,000 77,451.40 5.80000% 116 3/6/2017
000 Xxxxxxxxxx 00000 12,600,000 71,937.18 5.55000% 117 4/6/2017
000 Xxxxxxxxxx 00000 11,815,937 76,954.86 6.07000% 117 4/6/2017
000 Xxxxxx 00000 11,100,000 52,099.08 5.54000% 119 6/1/2017
000 Xxxxxxxxxx 00000 11,100,000 64,003.02 5.64000% 118 5/6/2017
000 Xxxxxxxx 00000 11,000,000 64,683.00 5.82000% 116 3/6/2017
000 Xxxxxxxxx 00000 10,760,000 52,235.32 5.73000% 119 6/1/2017
000 Xxxxxxxx 00000 10,500,000 50,795.21 5.71000% 118 5/6/2017
000 Xxxxxxx 00000 10,500,000 47,592.71 5.35000% 116 3/6/2017
120 Arizona 85303 10,000,000 47,105.56 5.56000% 81 4/6/2014
000 Xxxxxxxx 00000 9,300,000 44,438.50 5.64000% 118 5/6/2017
000 Xxxxxxxx 00000 8,600,000 50,187.27 5.75000% 119 6/6/2017
126 Xxxxx Xxxxxxxx 00000 8,600,000 43,643.81 5.99000% 82 5/6/2014
000 Xxxxxxxxxx 00000 8,600,000 40,365.06 5.54000% 118 5/6/2017
000 Xxxxxxxx 00000 8,500,000 40,183.75 5.58000% 117 4/6/2017
000 Xxxxxxxx 00000 8,350,000 38,908.68 5.50000% 000 0/0/0000
000 Xxx Xxxxxx 00000 8,160,000 38,922.07 5.63000% 119 6/6/2017
000 Xxxxx 00000 8,100,000 46,092.60 5.52000% 117 4/6/2017
133 Xxxxx Xxxxxxxx 00000 7,900,000 36,075.57 5.39000% 116 3/6/2017
000 Xxxx 00000 7,854,591 49,556.29 5.72000% 116 3/6/2017
000 Xxxxx 00000 7,760,000 36,816.89 5.60000% 116 3/6/2017
000 Xxxxxxxxx 00000 7,700,000 45,179.98 5.80000% 118 5/6/2017
000 Xxx Xxxxxx 00000 7,200,000 40,790.51 5.48000% 117 4/6/2017
000 Xxxxxxxxxx 00000 7,150,000 34,770.85 5.74000% 117 4/6/2017
000 Xxxxxxx 00000 7,000,000 40,716.80 5.72000% 115 2/6/2017
000 Xxxxxxxxxxxx 00000 7,000,000 32,973.89 5.56000% 117 4/6/2017
000 Xxxxxxxx 00000 6,987,541 42,510.10 6.12000% 118 5/6/2017
000 Xxxxxxxx 00000 6,850,000 39,714.03 5.69000% 116 3/6/2017
000 Xxxxxxxx 00000 6,850,000 40,323.54 5.83000% 117 4/6/2017
000 Xxxxxxx 00000 4,100,000 19,730.11 5.68000% 57 4/6/2012
000 Xxxxxxx 00000 2,625,000 12,520.89 5.63000% 57 4/6/2012
000 Xxxxxxxxx 00000 6,712,000 38,570.29 5.60900% 119 6/1/2017
000 Xxxxxxxxxxxx 00000 6,600,000 37,722.91 5.56000% 116 3/6/2017
154 6,440,000 37,623.01 5.76000% 116 3/6/2017
154.01 Ohio 43623
154.02 Ohio 43537
154.03 Ohio 43537
000 Xxxxx 00000 6,100,000 30,336.49 5.87000% 116 3/6/2017
000 Xxx Xxxxxx 00000 6,000,000 34,406.91 5.59000% 118 5/6/2017
000 Xxxxxxxxx 00000 5,900,000 33,945.10 5.62000% 119 6/1/2017
000 Xxxxxxx 00000 5,865,600 33,929.07 5.67000% 119 6/6/2017
000 Xxxxxxx 00000 5,850,000 27,259.38 5.50000% 119 6/6/2017
000 Xxxxxxxxxx 00000 5,500,000 31,991.77 5.72000% 116 3/6/2017
000 Xxxxxxxxxxx 00000 5,500,000 31,678.47 5.63000% 118 5/1/2017
000 Xxxxxxxxxx 00000 5,350,000 31,017.53 5.69000% 116 3/1/2017
000 Xxx Xxxx 00000 5,346,305 30,893.66 5.65000% 119 6/1/2017
000 Xxxxxxxxxxxx 00000 4,800,000 27,646.67 5.63000% 117 4/6/2017
000 Xxxxxxxx 00000 4,800,000 27,828.81 5.69000% 119 6/6/2017
000 Xxxxxxxx 00000 4,700,000 27,189.53 5.67000% 119 6/6/2017
000 Xxxxx 00000 4,422,451 25,685.43 5.67000% 116 3/6/2017
000 Xxxxxxxxxx 00000 4,250,000 24,398.36 5.60000% 117 4/1/2017
000 Xxxxxxxxx 00000 4,100,000 24,187.58 5.85000% 118 5/1/2017
000 Xxxxx 00000 4,040,000 23,679.10 5.79000% 118 5/6/2017
000 Xxxxxxxxxx 00000 3,900,000 18,569.42 5.62000% 118 5/6/2017
000 Xxxxxxxx 00000 3,837,000 18,757.07 5.77000% 119 6/1/2017
000 Xxxxxxxxx 00000 3,800,000 18,447.42 5.73000% 119 6/6/2017
000 Xxxxxxxxx 00000 3,655,000 17,340.94 5.60000% 117 4/6/2017
187 Xxxxx Xxxxxxxx 00000 3,600,000 21,077.28 5.78000% 117 4/6/2017
000 Xxxxxxx 00000 3,450,000 19,653.70 5.53000% 117 4/6/2017
000 Xxxx 00000 2,913,763 17,162.53 5.80000% 116 3/6/2017
000 Xxxxxxxx 00000 2,800,000 16,340.04 5.75000% 119 6/6/2017
000 Xxxxxxx 00000 2,680,000 12,488.06 5.50000% 118 5/6/2017
000 Xxxxxxx 00000 1,900,000 9,416.88 5.85000% 116 3/6/2017
Remaining Interest
Control Amortization Term Accrual Subservicing Servicing Administrative Ground Mortgage
Number (Mos.) Method Fee Rate (%) Fee Rate (%) Fee Rate (%) Lease Y/N Loan Seller
-------- ----------------- ---------- ------------ ------------ -------------- --------- -----------
1 0 Actual/360 0.02000% 0.02025% No GSMC
1.01 No
1.02 Yes
1.03 No
1.04 Yes
1.05 No
1.06 No
1.07 No
1.08 No
1.09 Yes
1.10 Yes
1.11 No
1.12 No
1.13 Yes
1.14 No
1.15 Yes
1.16 No
6 0 Actual/360 0.02000% 0.02025% No GSMC
15 0 Actual/360 0.02000% 0.02025% No GSMC
17 0 Actual/360 0.02000% 0.02025% No GSMC
21 0 Actual/360 0.01000% 0.01000% 0.02025% Yes GSMC
27 0 Actual/360 0.02000% 0.02025% No GSMC
32 0 Actual/360 0.05000% 0.02000% 0.07025% No GSMC
38 0 Actual/360 0.02000% 0.02025% No GSMC
40 0 Actual/360 0.02000% 0.02000% 0.04025% No GSMC
47 360 Actual/360 0.02000% 0.02025% No GSMC
48 0 Actual/360 0.02000% 0.02025% No GSMC
49 360 Actual/360 0.04000% 0.02000% 0.06025% No GSMC
57 360 Actual/360 0.02000% 0.02025% No GSMC
58 0 Actual/360 0.02000% 0.02025% No GSMC
61 0 Actual/360 0.02000% 0.02025% No GSMC
64 360 Actual/360 0.02000% 0.02025% No GSMC
69 0 Actual/360 0.02000% 0.02025% No GSMC
72 0 Actual/360 0.02000% 0.02025% No GSMC
74 0 Actual/360 0.02000% 0.02025% No GSMC
75 0 Actual/360 0.02000% 0.02025% No GSMC
78 0 Actual/360 0.02000% 0.02025% No GSMC
79 0 Actual/360 0.02000% 0.02025% No GSMC
81 0 Actual/360 0.02000% 0.02000% 0.04025% Yes GSMC
82 0 Actual/360 0.04000% 0.02000% 0.06025% No GSMC
84 360 Actual/360 0.02000% 0.02025% No GSMC
89 360 Actual/360 0.05000% 0.02000% 0.07025% No GSMC
90 0 Actual/360 0.02000% 0.02025% No GSMC
91 0 Actual/360 0.02000% 0.02025% No GSMC
92 0 Actual/360 0.02000% 0.02025% No GSMC
93 0 Actual/360 0.02000% 0.02025% No GSMC
94 0 Actual/360 0.01000% 0.02000% 0.03025% No GSMC
95 0 Actual/360 0.02000% 0.02025% No GSMC
95.01 No
95.02 No
95.03 No
95.04 No
96 0 Actual/360 0.02000% 0.02025% No GSMC
97 0 Actual/360 0.03000% 0.02000% 0.05025% No GSMC
98 0 Actual/360 0.02000% 0.02025% No GSMC
99 0 Actual/360 0.02000% 0.02025% No GSMC
100 360 Actual/360 0.02000% 0.02025% No GSMC
102 360 Actual/360 0.02000% 0.02025% No GSMC
107 297 Actual/360 0.02000% 0.02025% Yes GSMC
109 0 Actual/360 0.02000% 0.02025% No GSMC
110 360 Actual/360 0.02000% 0.02025% No GSMC
111 360 Actual/360 0.02000% 0.02025% No GSMC
112 0 Actual/360 0.04000% 0.02000% 0.06025% No GSMC
116 0 Actual/360 0.02000% 0.02025% No GSMC
117 0 Actual/360 0.02000% 0.02000% 0.04025% No GSMC
120 0 Actual/360 0.02000% 0.02025% No GSMC
121 0 Actual/360 0.05000% 0.02000% 0.07025% No GSMC
125 360 Actual/360 0.02000% 0.02025% No GSMC
126 0 Actual/360 0.02000% 0.02025% No GSMC
127 0 Actual/360 0.02000% 0.02025% No GSMC
129 0 Actual/360 0.02000% 0.02025% No GSMC
130 0 Actual/360 0.02000% 0.02025% No GSMC
131 0 Actual/360 0.02000% 0.02025% No GSMC
132 360 Actual/360 0.02000% 0.02025% No GSMC
133 0 Actual/360 0.02000% 0.02025% No GSMC
134 296 Actual/360 0.02000% 0.02025% No GSMC
135 0 Actual/360 0.02000% 0.02025% No GSMC
136 360 Actual/360 0.02000% 0.02025% No GSMC
140 360 Actual/360 0.02000% 0.02025% No GSMC
142 0 Actual/360 0.05000% 0.02000% 0.07025% No GSMC
145 360 Actual/360 0.02000% 0.02025% No GSMC
146 0 Actual/360 0.02000% 0.02025% No GSMC
147 358 Actual/360 0.02000% 0.02025% No GSMC
148 360 Actual/360 0.05000% 0.02000% 0.07025% Yes GSMC
149 360 Actual/360 0.02000% 0.02025% No GSMC
150 0 Actual/360 0.02000% 0.02025% No GSMC
151 0 Actual/360 0.02000% 0.02025% No GSMC
152 360 Actual/360 0.04000% 0.02000% 0.06025% No GSMC
153 360 Actual/360 0.02000% 0.02025% No GSMC
154 360 Actual/360 0.05000% 0.02000% 0.07025% No GSMC
154.01 No
154.02 No
154.03 No
157 0 Actual/360 0.05000% 0.02000% 0.07025% No GSMC
158 360 Actual/360 0.02000% 0.02025% No GSMC
160 360 Actual/360 0.04000% 0.02000% 0.06025% No GSMC
161 360 Actual/360 0.02000% 0.02025% No GSMC
162 0 Actual/360 0.02000% 0.02025% No GSMC
164 360 Actual/360 0.02000% 0.02025% No GSMC
165 360 Actual/360 0.04000% 0.02000% 0.06025% No GSMC
167 360 Actual/360 0.04000% 0.02000% 0.06025% No GSMC
168 359 Actual/360 0.04000% 0.02000% 0.06025% No GSMC
171 360 Actual/360 0.02000% 0.02025% No GSMC
172 360 Actual/360 0.02000% 0.02025% No GSMC
173 360 Actual/360 0.02000% 0.02025% No GSMC
176 356 Actual/360 0.02000% 0.02025% No GSMC
178 360 Actual/360 0.02000% 0.02000% 0.04025% No GSMC
180 360 Actual/360 0.04000% 0.02000% 0.06025% No GSMC
181 360 Actual/360 0.02000% 0.02025% No GSMC
183 0 Actual/360 0.02000% 0.02025% No GSMC
184 0 Actual/360 0.07000% 0.02000% 0.09025% No GSMC
185 0 Actual/360 0.02000% 0.02025% No GSMC
186 0 Actual/360 0.05000% 0.02000% 0.07025% No GSMC
187 360 Actual/360 0.05000% 0.02000% 0.07025% No GSMC
191 360 Actual/360 0.02000% 0.02025% No GSMC
196 356 Actual/360 0.02000% 0.02025% No GSMC
197 360 Actual/360 0.02000% 0.02025% No GSMC
198 0 Actual/360 0.02000% 0.02025% No GSMC
200 0 Actual/360 0.02000% 0.02025% No GSMC
Crossed With
Control Other Loans
Number Prepayment Provision (1) (Crossed Group)
-------- ------------------------------------------------------------------- ---------------
1 Lockout/27_Defeasance/89_0%/4
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
6 Lockout/26_Defeasance/89_0%/4
15 Lockout/25_Defeasance/90_0%/5
17 Lockout/26_Defeasance/30_0%/4
21 Lockout/28_Defeasance/86_0%/5
27 Lockout/27_Defeasance/26_0%/7
32 Lockout/25_Defeasance/88_0%/7
38 Lockout/25_Defeasance/91_0%/4
40 Lockout/25_Defeasance/91_0%/4
47 Lockout/26_Defeasance/90_0%/4
48 Lockout/25_Defeasance or Greater of Yield Maintenance or 1%/88_0%/7
49 Lockout/26_Defeasance/90_0%/4
57 Lockout/26_Defeasance/90_0%/4
58 Lockout/11_>Yield Maintenance or 1%/24_0%/25
61 Lockout/27_Defeasance/89_0%/4
64 Lockout/27_Defeasance/89_0%/4
69 Lockout/26_Defeasance/90_0%/4
72 Lockout/25_Defeasance/55_0%/4
74 Lockout/25_Defeasance/91_0%/4
75 Lockout/25_Defeasance/91_0%/4
78 Lockout/27_Defeasance/53_0%/4
79 Lockout/27_Defeasance/89_0%/4
81 Lockout/25_Defeasance/91_0%/4
82 Lockout/26_Defeasance/90_0%/4
84 Lockout/26_Defeasance/90_0%/4
89 Lockout/29_Defeasance/87_0%/4
90 Lockout/26_Defeasance/90_0%/4
91 Lockout/26_Defeasance/90_0%/4
92 Lockout/26_Defeasance/90_0%/4
93 Lockout/27_Defeasance/89_0%/4
94 Lockout/25_Defeasance/31_0%/4
95 Lockout/25_Defeasance/91_0%/4
95.01
95.02
95.03
95.04
96 Lockout/25_Defeasance/91_0%/4
97 Lockout/26_>Yield Maintenance or 1%/90_0%/4
98 Lockout/26_Defeasance/102_0%/4
99 Lockout/25_Defeasance/91_0%/4
100 Lockout/28_Defeasance/88_0%/4
102 Lockout/27_Defeasance/89_0%/4
107 Lockout/27_Defeasance/89_0%/4
109 Lockout/25_Defeasance/91_0%/4
110 Lockout/23_>Yield Maintenance or 1%/93_0%/4
111 Lockout/23_>Yield Maintenance or 1%/93_0%/4
112 Lockout/25_Defeasance/91_0%/4
116 Lockout/26_Defeasance/90_0%/4
117 Lockout/28_Defeasance or Greater of Yield Maintenance or 1%/88_0%/4
120 Lockout/27_Defeasance/53_0%/4
121 Lockout/26_Defeasance or Greater of Yield Maintenance or 1%/90_0%/4
125 Lockout/25_Defeasance/91_0%/4
126 Lockout/26_Defeasance/54_0%/4
127 Lockout/26_Defeasance/90_0%/4
129 Lockout/27_Defeasance/89_0%/4
130 Lockout/26_Defeasance/90_0%/4
131 Lockout/25_Defeasance/91_0%/4
132 Lockout/27_Defeasance/89_0%/4
133 Lockout/28_Defeasance/88_0%/4
134 Lockout/28_Defeasance/88_0%/4
135 Lockout/28_Defeasance/88_0%/4
136 Lockout/26_Defeasance/90_0%/4
140 Lockout/27_Defeasance/89_0%/4
142 Lockout/27_Defeasance/89_0%/4
145 Lockout/27_Defeasance/87_0%/4
146 Lockout/27_Defeasance/89_0%/4
147 Lockout/26_Defeasance/87_0%/7
148 Lockout/28_Defeasance/88_0%/4
149 Lockout/27_Defeasance or Greater of Yield Maintenance or 1%/89_0%/4
150 Lockout/27_Defeasance/29_0%/4 Group C
151 Lockout/27_Defeasance/29_0%/4 Group C
152 Lockout/25_Defeasance/91_0%/4
153 Lockout/28_Defeasance/88_0%/4
154 Lockout/28_Defeasance/88_0%/4
154.01
154.02
154.03
157 Lockout/28_Defeasance or Greater of Yield Maintenance or 1%/88_0%/4
158 Lockout/26_Defeasance/90_0%/4
160 Lockout/25_Defeasance/91_0%/4
161 Lockout/25_Defeasance/91_0%/4
162 Lockout/25_Defeasance/91_0%/4
164 Lockout/28_Defeasance/88_0%/4
165 Lockout/26_Defeasance/90_0%/4
167 Lockout/28_Defeasance/88_0%/4
168 Lockout/25_Defeasance/91_0%/4
171 Lockout/27_Defeasance/89_0%/4
172 Lockout/25_Defeasance/91_0%/4
173 Lockout/25_Defeasance/91_0%/4
176 Lockout/28_Defeasance/88_0%/4
178 Lockout/27_Defeasance/89_0%/4
180 Lockout/26_Defeasance/90_0%/4
181 Lockout/26_Defeasance/90_0%/4
183 Lockout/26_Defeasance/90_0%/4
184 Lockout/25_>Yield Maintenance or 1%/91_0%/4
185 Lockout/25_Defeasance/91_0%/4
186 Lockout/27_Defeasance or Greater of Yield Maintenance or 1%/89_0%/4
187 Lockout/27_Defeasance or Greater of Yield Maintenance or 1%/89_0%/4
191 Lockout/27_Defeasance/89_0%/4
196 Lockout/28_Defeasance/88_0%/4
197 Lockout/25_Defeasance/91_0%/4
198 Lockout/26_Defeasance/90_0%/4
200 Lockout/28_Defeasance/88_0%/4
Companion Loan Remaining Remaining
Control Companion Loan Companion Loan Monthly Companion Loan Term To Amortization Term
Number Flag Cut-off Balance Payment Interest Rate Maturity (Mos.) (Mos.)
-------- -------------- --------------- -------------- -------------- --------------- -----------------
1
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
6
15
17
21
27
32
38
40
47
48
49
57
58
61
64
69
72
74
75
78
79
81
82
84
89
90
91
92
93
94
95
95.01
95.02
95.03
95.04
96
97
98
99
100
102
107
109
110
111
112
116
117
120
121
125
126
127
129
130
131
132
133
134
135
136
140
142
145
146
147
148
149
150
151
152
153
154
154.01
154.02
154.03
157
158
160
161
162
164
165
167
168
171
172
173
176
178
180
181
183
184
185
186
187
191
196
197
198
200
Subordinate
Companion Loan Subordinate Subordinate Subordinate Subordinate Companion Loan
Control Servicing Companion Loan Companion Loan Companion Loan Companion Loan Remaining Term To
Number Fees Flag Cut-off Balance Monthly Payment Interest Rate Maturity (Mos.)
-------- -------------- -------------- --------------- --------------- -------------- -----------------
1
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
6
15
17
21
27
32
38
40
47
48
49 Yes 10,000,000.00 59,377.65 5.91000% 118
57
58
61
64
69
72
74
75
78
79
81
82
84
89
90
91
92
93
94
95
95.01
95.02
95.03
95.04
96
97
98
99
100
102
107
109
110
111
112
116 Yes 3,000,000.00 14,512.92 5.71000% 118
117
120
121
125
126
127
129
130
131
132
133
134
135
136
140
142
145
146
147
148
149
150
151
152 Yes 455,000.00 5,122.27 13.25000% 119
153
154 Yes 402,500.00 4,373.94 12.75000% 116
154.01
154.02
154.03
157
158
160
161
162
164
165
167
168
171 Yes 300,000.00 3,377.32 13.25000% 117
172
173
176
178
180
181
183
184
185
186
187
191
196
197
198
200
Loan Remaining Companion Loan
Control Amortization Term Servicing
Number (Mos.) Fees
-------- ----------------- -----------------------------------------------------------------------
1
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
6
15
17
21
27
32
38
40
47
48
49 360 0.04000%
57
58
61
64
69
72
74
75
78
79
81
82
84
89
90
91
92
93
94
95
95.01
95.02
95.03
95.04
96
97
98
99
100
102
107
109
110
111
112
116 0 0.01000%
117
120
121
125
126
127
129
130
131
132
133
134
135
136
140
142
145
146
147
148
149
150
151
152 360 Currently 8bp and 5bp upon Securitization of Subordinate Companion Loan
153
154 360 Currently 8bp and 5bp upon Securitization of Subordinate Companion Loan
154.01
154.02
154.03
157
158
160
161
162
164
165
167
168
171 360 Currently 8bp and 5bp upon Securitization of Subordinate Companion Loan
172
173
176
178
180
181
183
184
185
186
187
191
196
197
198
200
1 The Open Period is inclusive of the Maturity Date.
2 Loan documents provide for defeasance of the mortgage loan at times during
the yield maintenance period (subject to standard REMIC lockout and
procedural guidelines).
3 Base Rental Revenue based on the average ground rent payments from years
11-20. The current DSCR based on the current rent payment of $9,000,000
per annum is 0.86x.
4 For the purpose of calculating underwritten debt service coverage ratios,
loan-to-value ratios and loan per square foot/unit, the cut-off date
principal balance for each mortgage loan in a split loan structure
excludes the cut-off date principal balance of any subordinate mortgage
loan in that split loan structure.
5 The property has commercial tenants in occupancy, with the rent counting
towards the NCF of the property.
6 The Cut-Off Date LTV was calculated using the March 2009 expected
"as-stabilized" value of $202,000,000. The Cut-Off Date LTV based on the
"as-is" value of $175 million and $30.543 million of reserves is 74.0%.
7 The Cut-Off Date LTV and DSCR figures for these loans are net of the
earnout amount. The Scheduled Maturity Date LTV is calculated utilizing
the stabilized appraised value as applicable.
8 The Cut-Off Date LTV was calculated using the May 2009 expected
"as-stabilized" value of $152,000,000. The Cut-Off Date LTV based on the
"as-is" value of $137 million is 94.5%.
9 Interest rate equals 5.405% from closing through June 5, 2009; 5.770%
through June 5, 2010; 5.960% through June 5, 2012; 6.240% through June 5,
2013; 6.910% thereafter. Debt Service shown and DSCR calculations are
based on the first 12 months of debt service following the cut-off date
calculated using an interest rate of 5.405%. The debt service coverage
ratio based on the highest interest rate payable under the mortgage loan
is 0.92x.
10 For the purpose of calculating underwritten debt service coverage ratios,
loan-to-value ratios and loan per square foot/unit, the cut-off date
principal balance for Xxxxxxxx Xxxxx includes the cut-off date principal
balance of the pari passu mortgage loan in the trust plus the cut-off date
principal balance of the pari passu mortgage that is not in the trust.
11 Amortization is based on a custom amortization schedule. Debt Service
shown and DSCR calculations are based on the first 12 months of debt
service following the cut-off date.
12 The mortgage loan documents provide, in the case of a permitted partial
release of a portion of the mortgaged property, that the mortgage loan be
partially defeased in the amount of $4,320,000, which partial defeasance
(and corresponding partial release) may occur prior to the otherwise
applicable lockout period.
13 Amortization is based on a custom amortization schedule. Debt Service
shown and DSCR calculations are based on the first 12 months of debt
service following the interest-only period.
14 The mortgage loan documents provide, in the case of a permitted partial
release of a portion of the mortgaged property, that the mortgage loan be
partially prepaid in the amount of not less than 115% of the allocated
loan amount for the release parcel, which partial prepayment (and
corresponding partial release) may occur prior to the otherwise applicable
lockout period.
15 The DSCRs and LTV were calculated based on the total crossed balance.
16 $30,000,000 of the loan balance is interest-only and the remaining
$2,000,000 amortizes on a 300-month schedule.
17 Republic Mortgage Insurance Company has a signed lease, but they will not
start paying rent until June 2008. A cash reserve of $2.9 million and a
$2.5 million letter of credit were established at the closing of the
mortgage loan as additional security and to pay the monthly debt service
until June 2008 when RMIC's lease is expected to commence. Monthly
payments in the amount of $166,000 will be withdrawn from cash reserve to
pay the monthly debt service on the mortgage loan until June 2008, and
those payments were counted in the net cash flow from the related
mortgaged property upon which the DSCR was calculated.
18 If the borrower makes the monthly payment through the Automated Clearing
House Network, lender shall provide borrower with two days prior written
notice prior to assessing any late fee.
19 The Cut-Off Date LTV was calculated using the July 28, 2007 expected
"as-stabilized" value of $19,500,000. The Cut-Off Date LTV based on the
"as-is" value of $17.6 million is 85.2%.
20 If the borrower makes the monthly payment through the Automated Clearing
House Network, 24 hours notice is required for non-receipt of payment,
upon which the borrower will have until the 9th day of the month before a
Grace Period - Default occurs. Lender is required to give notice up to two
times within a 12 month period, after the second notice, lender is no
longer obligated to provide notice of a late payment.
EXHIBIT B
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
(1) Mortgage Loan Schedule. The information pertaining to each Mortgage Loan
set forth in the Mortgage Loan Schedule is true and accurate in all
material respects as of the Cut-off Date and contains all information
required by the Pooling and Servicing Agreement to be contained therein.
(2) Legal Compliance - Origination. The origination practices of the Seller
have been, in all material respects, legal and as of the date of its
origination, such Mortgage Loan complied in all material respects with, or
was exempt from, all requirements of federal, state or local law relating
to the origination of such Mortgage Loan; provided that such
representation and warranty does not address or otherwise cover any
matters with respect to federal, state or local law otherwise covered in
this Exhibit B.
(3) Good Title; Conveyance. Immediately prior to the sale, transfer and
assignment to the Purchaser, the Seller had good and marketable title to,
and was the sole owner of, each Mortgage Loan, and the Seller is
transferring such Mortgage Loan free and clear of any and all liens,
pledges, charges or security interests of any nature encumbering such
Mortgage Loan, other than the rights of the holder of a related Companion
Loan pursuant to a Co-Lender Agreement or a pooling and servicing
agreement. Upon consummation of the transactions contemplated by the
Mortgage Loan Purchase Agreement, the Seller will have validly and
effectively conveyed to the Purchaser all legal and beneficial interest in
and to such Mortgage Loan free and clear of any pledge, lien or security
interest, other than the rights of a holder of a Companion Loan pursuant
to a Co-Lender Agreement or pooling and servicing agreement.
(4) Future Advances. The proceeds of such Mortgage Loan have been fully
disbursed (except in those cases where the full amount of the Mortgage
Loan has been disbursed but a portion thereof is being held in escrow or
reserve accounts pending the satisfaction of certain conditions relating
to leasing, repairs or other matters with respect to the Mortgaged
Property), and there is no requirement for future advances thereunder by
the mortgagee.
(5) Legal, Valid and Binding Obligation; Assignment of Leases. Each related
Mortgage Note, Mortgage, Assignment of Leases (if contained in a document
separate from the Mortgage) and other agreement that evidences or secures
such Mortgage Loan and was executed in connection with such Mortgage Loan
by or on behalf of the related Mortgagor is the legal, valid and binding
obligation of the related Mortgagor (subject to any non-recourse
provisions therein and any state anti-deficiency or market value limit
deficiency legislation), enforceable in accordance with its terms, except
(i) that certain provisions contained in such Mortgage Loan documents are
or may be unenforceable in whole or in part under applicable state or
federal laws, but neither the application of any such laws to any such
provision nor the inclusion of any such provisions renders any of the
Mortgage Loan documents invalid as a whole and such Mortgage Loan
documents taken as a whole are enforceable to the extent necessary and
customary for the practical realization of the rights and benefits
afforded thereby and (ii) as such enforcement may be limited by
bankruptcy, insolvency, receivership, reorganization, moratorium,
redemption, liquidation or other laws affecting the enforcement of
creditors' rights generally, or by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in
equity or at law). The Assignment of Leases (as set forth in the Mortgage
or in a document separate from the related Mortgage and related to and
delivered in connection with each Mortgage Loan) establishes and creates a
valid and enforceable first priority assignment of, or a valid first
priority security interest in, the related Mortgagor's right to receive
payments due under all leases, subleases, licenses or other agreements
pursuant to which any Person is entitled to occupy, use or possess all or
any portion of the Mortgaged Property, subject to any license granted to
the related Mortgagor to exercise certain rights and to perform certain
obligations of the lessor under such leases, and subject to the
limitations set forth above. The related Mortgage Note, Mortgage and
Assignment of Leases (if contained in a document separate from the
Mortgage) contain no provision limiting the right or ability of the Seller
to assign, transfer and convey the related Mortgage Loan to any other
Person.
(6) No Offset or Defense. Subject to the limitations set forth in paragraph
(5), as of the date of its origination there was, and as of the Cut-off
Date there is, no valid right of offset and no valid defense,
counterclaim, abatement or right to rescission with respect to any of the
related Mortgage Notes, Mortgage(s) or other agreements executed in
connection therewith, except in each case, with respect to the
enforceability of any provisions requiring the payment of default
interest, late fees, additional interest, prepayment premiums or yield
maintenance charges.
(7) Assignment of Mortgage and Assignment of Assignment of Leases. Subject to
the limitations set forth in paragraph (5), each assignment of Mortgage
and assignment of Assignment of Leases from the Seller to the Trustee (or
in the case of a Non-Serviced Trust Loan, the assignment in favor of the
current holder of the mortgage) constitutes the legal, valid and binding
assignment from the Seller; provided, if the related assignment of
Mortgage and/or assignment of Assignment of Leases has been recorded in
the name of MERS or its designee, no assignment of Mortgage and/or
assignment of Assignment of Leases in favor of the Trustee has been
prepared or delivered and instead, the Seller will take all actions as are
necessary to cause the Trustee 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 and Assignment of Leases is freely assignable
upon notice to but without the consent of the related Mortgagor. Any
assignment of a Mortgage and assignment of Assignment of Leases are
recorded (or have been submitted for recording) in the applicable
jurisdiction.
(8) Mortgage Lien. Each related Mortgage is a valid and enforceable first lien
on the related Mortgaged Property (and/or Ground Lease, if applicable),
subject to the limitations set forth in paragraph (5) and the following
title exceptions (each such title exception, a "Title Exception", and
collectively, the "Title Exceptions"): (a) the lien of current real
property taxes, ground rents, water charges, sewer rents and assessments
not yet due and payable, (b) covenants, conditions and restrictions,
rights of way, easements and other matters of public record, (c) the
exceptions (general and specific) and exclusions set forth in the
applicable Title Policy (described in paragraph (12) below) or appearing
of record, (d) other matters to which like properties are commonly
subject, (e) the right of tenants (whether under ground leases, space
leases or operating leases) pertaining to the related Mortgaged Property
and condominium declarations, (f) if such Mortgage Loan is
cross-collateralized and cross-defaulted with any other Mortgage Loan, the
lien of the Mortgage for such other Mortgage Loan and (g) if such Mortgage
Loan is part of a Whole Loan, the rights of the holder of the related
Companion Loan pursuant to a Co-Lender Agreement or pooling and servicing
agreement, none of which exceptions described in clauses (a) - (g) above,
individually or in the aggregate, materially and adversely interferes with
(1) the current use of the Mortgaged Property, (2) the security intended
to be provided by such Mortgage, (3) the Mortgagor's ability to pay its
obligations under the Mortgage Loan when they become due or (4) the value
of the Mortgaged Property. The Mortgaged Property is free and clear of any
mechanics' or other similar liens or claims which are prior to or equal
with the lien of the related Mortgage, except those which are insured
against by a lender's title insurance policy. To the Seller's actual
knowledge no rights are outstanding that under applicable law could give
rise to any such lien that would be prior or equal to the lien of the
related Mortgage, unless such lien is bonded over, escrowed for or covered
by insurance.
(9) UCC Filings. If the related Mortgaged Property is operated as a
hospitality property, the Seller has filed or caused to be filed and/or
recorded (or, if not filed and/or recorded, have been submitted in proper
form for filing and recording), UCC Financing Statements in the
appropriate public filing and/or recording offices necessary at the time
of the origination of the Mortgage Loan to perfect a valid security
interest in all items of personal property reasonably necessary to operate
such Mortgaged Property owned by such Mortgagor and located on the related
Mortgaged Property (other than any personal property subject to a purchase
money security interest or a sale and leaseback financing arrangement as
permitted under the terms of the related Mortgage Loan documents or any
other personal property leases applicable to such personal property), to
the extent perfection may be effected pursuant to applicable law by
recording or filing, as the case may be; provided, if the related security
agreement and/or UCC Financing Statement has been recorded in the name of
MERS or its designee, no assignment of security agreement and/or UCC
Financing Statement in favor of the Trustee has been prepared or delivered
and instead, the Seller will take all actions as are necessary to cause
the Trustee 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. Subject to the
limitations set forth in paragraph (5), each related Mortgage (or
equivalent document) creates a valid and enforceable lien and security
interest on the items of personalty described above. No representation is
made as to the perfection of any security interest in rents or other
personal property to the extent that possession or control of such items
or actions other than the filing of UCC Financing Statements are required
in order to effect such perfection.
(10) Taxes and Assessments. All real estate taxes and governmental assessments,
or installments thereof, which could be a lien on the related Mortgaged
Property and that prior to the Cut-off Date have become delinquent in
respect of each related Mortgaged Property have been paid, or an escrow of
funds in an amount sufficient to cover such payments has been established.
For purposes of this representation and warranty, real estate taxes and
governmental assessments and installments thereof shall not be considered
delinquent until the earlier of (a) the date on which interest and/or
penalties would first be payable thereon and (b) the date on which
enforcement action is entitled to be taken by the related taxing
authority.
(11) Condition of Mortgaged Property; No Condemnation. To the Seller's actual
knowledge, based solely upon due diligence customarily performed in
connection with the origination of comparable mortgage loans, as of the
Cut-off Date, (a) each related Mortgaged Property was free and clear of
any material damage (other than deferred maintenance for which escrows
were established at origination) that would affect materially and
adversely the value of such Mortgaged Property as security for the
Mortgage Loan and (b) there was no proceeding pending for the total or
partial condemnation of such Mortgaged Property.
(12) Title Insurance. The lien of each related Mortgage as a first priority
lien in the original principal amount of such Mortgage Loan (or in the
case of a Mortgage Loan secured by multiple Mortgaged Properties an
allocable portion thereof) is insured by an ALTA lender's title insurance
policy (or a binding commitment therefor), or its equivalent as adopted in
the applicable jurisdiction (the "Title Policy"), insuring the originator
of the Mortgage Loan, its successors and assigns, subject only to the
Title Exceptions; such originator or its successors or assigns is the
named insured of such policy; such policy is assignable without consent of
the insurer and will inure to the benefit of the Trustee as mortgagee of
record (or, with respect to a Non-Serviced Trust Loan, the holder of the
Mortgage); such policy, if issued, is in full force and effect and all
premiums thereon have been paid; no claims have been made under such
policy and the Seller has not done anything, by act or omission, and the
Seller has no actual knowledge of any matter, which would impair or
diminish the coverage of such policy. The insurer issuing such policy is
either (x) a nationally-recognized title insurance company or (y)
qualified to do business in the jurisdiction in which the related
Mortgaged Property is located to the extent required. The Title Policy
contains no material exclusion for, or alternatively it insures (unless
such coverage is unavailable in the relevant jurisdiction) (a) access to a
public road or (b) against any loss due to encroachment of any material
portion of the improvements thereon.
(13) Insurance. As of the Mortgage Loan origination date, and to the actual
knowledge of the Seller, as of the Cut-off Date, all insurance coverage
required under the related Mortgage Loan documents was in full force and
effect. Each Mortgage Loan requires insurance in such amounts and covering
such risks as were customarily acceptable to prudent commercial and
multifamily mortgage lending institutions lending on the security of
property comparable to the related Mortgaged Property in the jurisdiction
in which such Mortgaged Property is located, including requirements for
(a) a fire and extended perils insurance policy, in an amount (subject to
a customary deductible) at least equal to the lesser of (i) the
replacement cost of improvements located on such Mortgaged Property, or
(ii) the initial principal balance of the Mortgage Loan (or in the case of
a Whole Loan, the outstanding principal balance of the Whole Loan), and in
any event, the amount necessary to prevent operation of any co-insurance
provisions, (b) except if such Mortgaged Property is operated as a mobile
home park, business interruption or rental loss insurance, in an amount at
least equal to 12 months of operations of the related Mortgaged Property
(or in the case of a Mortgaged Property without any elevator, 6 months),
(c) comprehensive general liability insurance against claims for personal
and bodily injury, death or property damage occurring on, in or about the
related Mortgaged Property, in an amount customarily required by prudent
institutional lenders and (d) if such Mortgage Loan is secured by a
Mortgaged Property (other than a manufactured housing property) located in
"seismic zones" 3 or 4 in California, Nevada, Idaho, Oregon, Washington or
Arkansas, a seismic assessment by an independent third party provider was
conducted and if the seismic assessment (based on a 450-year lookback with
a 10% probability of exceedance in a 50-year period) revealed a probable
maximum loss equal to 20% or higher, earthquake insurance. To the actual
knowledge of the Seller, as of the Cut-off Date, all premiums due and
payable through the Closing Date have been paid and no notice of
termination or cancellation with respect to any such insurance policy has
been received by the Seller. Except for certain amounts not greater than
amounts which would be considered prudent by an institutional commercial
mortgage lender with respect to a similar Mortgage Loan and which are set
forth in the related Mortgage, the related Mortgage Loan documents require
that any insurance proceeds in respect of a casualty loss, will be applied
either (i) to the repair or restoration of all or part of the related
Mortgaged Property or (ii) the reduction of the outstanding principal
balance of the Mortgage Loan, subject in either case to requirements with
respect to leases at the related Mortgaged Property and to other
exceptions customarily provided for by prudent institutional lenders for
similar loans. The insurance policies each contain a standard mortgagee
clause naming the Seller and its successors and assigns as loss payee or
additional insured, as applicable, and each insurance policy provides that
they are not terminable without 30 days prior written notice to the
mortgagee (or, with respect to non-payment, 10 days prior written notice
to the mortgagee) or such lesser period as prescribed by applicable law.
The loan documents for each Mortgage Loan (a) require that the Mortgagor
maintain insurance as described above or permit the mortgagee to require
that the Mortgagor maintain insurance as described above, and (b) permit
the mortgagee to purchase such insurance at the Mortgagor's expense if the
Mortgagor fails to do so. The insurer with respect to each policy is
qualified to write insurance in the relevant jurisdiction to the extent
required.
(14) No Material Default. Other than payments due but not yet 30 days or more
delinquent, (i) there is no material default, breach, violation or event
of acceleration existing under the related Mortgage or the related
Mortgage Note, and (ii) to the Seller's actual knowledge, there is no
event (other than payments due but not yet delinquent) which, with the
passage of time or with notice and the expiration of any grace or cure
period, would constitute a material default, breach, violation or event of
acceleration, provided, however, that this representation and warranty
does not address or otherwise cover any default, breach, violation or
event of acceleration (A) that specifically pertains to any matter
otherwise covered in this Exhibit B (including any schedule or exhibit
hereto), or (B) with respect to which: (1) the Seller has no actual
knowledge and (2) written notice of the discovery thereof is not delivered
to the Seller by the Trustee or the Master Servicer on or prior to the
date occurring twelve (12) months after the Closing Date. The Seller has
not waived any material default, breach, violation or event of
acceleration under such Mortgage or Mortgage Note, unless a written waiver
to that effect is contained in the related Mortgage File being delivered
pursuant to the Pooling and Servicing Agreement, and pursuant to the terms
of the related Mortgage or the related Mortgage Note and other documents
in the related Mortgage File, no Person or party other than the holder of
such Mortgage Note (or with respect to a Non-Serviced Trust Loan, the
applicable servicer as permitted by the applicable Lead PSA) may declare
any event of default or accelerate the related indebtedness under either
of such Mortgage or Mortgage Note.
(15) Payment Record. As of the Closing Date, each Mortgage Loan is not, and in
the prior 12 months (or since the date of origination if such Mortgage
Loan has been originated within the past 12 months), has not been, 30 days
or more past due in respect of any Scheduled Payment.
(16) Servicing. The servicing and collection practices used by the Seller with
respect to the Mortgage Loan have been, in all respects, legal and have
met customary industry standards for servicing of commercial loans for
conduit loan programs.
(17) Reserved.
(18) Qualified Mortgage. Each Mortgage Loan constitutes a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code (but without regard
to Treasury Regulations Sections 1.860G-2(f)(2) or 1.860G 2(a)(3) that
treats a defective obligation as a qualified mortgage, or any
substantially similar successor provision). Each Mortgage Loan is directly
secured by a Mortgage on a commercial property or a multifamily
residential property, and either (1) substantially all of the proceeds of
such Mortgage Loan were used to acquire, improve or protect the portion of
such commercial or multifamily residential property that consists of an
interest in real property (within the meaning of Treasury Regulations
Sections 1.856-3(c) and 1.856-3(d)) and such interest in real property was
the only security for such Mortgage Loan as of the Testing Date (as
defined below), or (2) the fair market value of the interest in real
property which secures such Mortgage Loan was at least equal to 80% of the
principal amount of the Mortgage Loan (a) as of the Testing Date, or (b)
as of the Closing Date. For purposes of the previous sentence, (1) the
fair market value of the referenced interest in real property shall first
be reduced by (a) the amount of any lien on such interest in real property
that is senior to the Mortgage Loan, and (b) a proportionate amount of any
lien on such interest in real property that is on a parity with the
Mortgage Loan, and (2) the "Testing Date" shall be the date on which the
referenced Mortgage Loan was originated unless (a) such Mortgage Loan was
modified after the date of its origination in a manner that would cause a
"significant modification" of such Mortgage Loan within the meaning of
Treasury Regulations Section 1.1001-3(b), and (b) such "significant
modification" did not occur at a time when such Mortgage Loan was in
default or when default with respect to such Mortgage Loan was reasonably
foreseeable. However, if the referenced Mortgage Loan has been subjected
to a "significant modification" after the date of its origination and at a
time when such Mortgage Loan was not in default or when default with
respect to such Mortgage Loan was not reasonably foreseeable, the Testing
Date shall be the date upon which the latest such "significant
modification" occurred. Each yield maintenance payment and prepayment
premium payable under the Mortgage Loans is a "customary prepayment
penalty" within the meaning of Treasury Regulations Section
1.860G-1(b)(2). As of the Closing Date, the related Mortgaged Property, if
acquired in connection with the default or imminent default of such
Mortgage Loan, would constitute "foreclosure property" within the meaning
of Section 860G(a)(8) of the Code.
(19) Environmental Conditions and Compliance. One or more environmental site
assessments or updates thereof were performed by an environmental
consulting firm independent of the Seller or the Seller's affiliates with
respect to each related Mortgaged Property during the 18-months preceding
the origination of the related Mortgage Loan, and the Seller, having made
no independent inquiry other than to review the report(s) prepared in
connection with the assessment(s) referenced herein, has no actual
knowledge and has received no notice of any material and adverse
environmental condition or circumstance affecting such Mortgaged Property
that was not disclosed in such report(s). If any such environmental report
identified any Recognized Environmental Condition (REC), as that term is
defined in the Standard Practice for Environmental Site Assessments: Phase
I Environmental Site Assessment Process Designation: E 1527-00, as
recommended by the American Society for Testing and Materials (ASTM), with
respect to the related Mortgaged Property and the same have not been
subsequently addressed in all material respects, then either (i) an escrow
greater than or equal to 100% of the amount identified as necessary by the
environmental consulting firm to address the REC is held by the Seller for
purposes of effecting same (and the Mortgagor has covenanted in the
Mortgage Loan documents to perform such work), (ii) a responsible party,
other than the Mortgagor, having financial resources reasonably estimated
to be adequate to address the REC is required to take such actions or is
liable for the failure to take such actions, if any, with respect to such
circumstances or conditions as have been required by the applicable
governmental regulatory authority or any environmental law or regulation,
(iii) the Mortgagor has provided an environmental insurance policy, (iv)
an operations and maintenance plan has been or will be implemented or (v)
such conditions or circumstances were investigated further and a qualified
environmental consulting firm recommended no further investigation or
remediation.
(20) Customary Mortgage Provisions. Each related Mortgage Note, Mortgage and
Assignment of Leases (if contained in a document separate from the
Mortgage) contain customary and, subject to the limitations and exceptions
set forth in paragraph (5) and applicable state law, enforceable
provisions for comparable mortgaged properties similarly situated such as
to render the rights and remedies of the holder thereof adequate for the
practical realization against the Mortgaged Property of the benefits of
the security intended to be provided thereby, including realization by
judicial or, if applicable, non-judicial foreclosure.
(21) Bankruptcy. No Mortgagor is a debtor in, and no Mortgaged Property is the
subject of, any state or federal bankruptcy or insolvency proceeding;
provided, however, that this representation and warranty does not cover
any such bankruptcy, reorganization, insolvency or comparable proceeding
with respect to which: (1) the Seller has no actual knowledge and (2)
written notice of the discovery thereof is not delivered to the Seller by
the Trustee or the Master Servicer on or prior to the date occurring
twelve months after the Closing Date.
(22) Whole Loan; No Equity Participation, Contingent Interest or Negative
Amortization. Except with respect to a Mortgage Loan that is part of a
Whole Loan, each Mortgage Loan is a whole loan. None of the Mortgage Loans
contain any equity participation, preferred equity component or shared
appreciation feature by the mortgagee nor does any Mortgage Loan provide
the mortgagee with any contingent or additional interest in the form of
participation in the cash flow of the related Mortgaged Property.
(23) Transfers and Subordinate Debt. Subject to certain exceptions which are
customarily acceptable to prudent commercial and multifamily mortgage
lending institutions lending on the security of property comparable to the
related Mortgaged Property, each Mortgage Loan contains a "due on sale" or
other such provision for the acceleration of the payment of the unpaid
principal balance of such Mortgage Loan if, without the consent of the
holder of the Mortgage and/or complying with the requirements of the
related Mortgage Loan documents, (a) the related Mortgaged Property, or
any controlling or majority equity interest in the related Mortgagor, is
directly or indirectly pledged, transferred or sold, other than as related
to (i) family and estate planning transfers, (ii) transfers to certain
affiliates as defined in the related Mortgage Loan documents (iii)
transfers of less than a controlling interest in a Mortgagor, or (iv) a
substitution or release of collateral within the parameters of paragraph
(26) below, or, (v) as set forth on Exhibit B-23-1 by reason of any
mezzanine debt that existed at the origination of the related Mortgage
Loan, or (b) the related Mortgaged Property is encumbered with a
subordinate lien or security interest against the related Mortgaged
Property, other than (i) any Companion Loan of any Mortgage Loan or any
subordinate debt that existed at origination and is permitted under the
related Mortgage Loan documents, (ii) debt in the ordinary course of
business or (iii) any Mortgage Loan that is cross-collateralized and
cross-defaulted with another Mortgage Loan, as set forth on Exhibit
B-23-2. Except as related to (a)(i), (ii), (iii), (iv) or (v), above or
(b)(i), (ii) or (iii) above, no Mortgage Loan may be assigned to another
entity without the mortgagee's consent. The Mortgage or other Mortgage
Loan document provides that to the extent any Rating Agency Fees are
incurred in connection with the review and consent to any transfer or
encumbrance the Mortgagor is responsible for such payment.
(24) Waivers and Modification. Except as set forth in the related Mortgage
File, the terms of the related Mortgage Note and Mortgage have not been
waived, modified, altered, satisfied, impaired, canceled, subordinated or
rescinded in any manner which materially interferes with the security
intended to be provided by such Mortgage. Exhibit B-24 identifies each
Mortgage Loan as to which, since the latest date on which the final due
diligence materials were delivered for such Mortgage Loan to CWCapital
Asset Management LLC, there has been, given, made or consented to an
alteration, modification or assumption of the terms of the related
Mortgage Note, Mortgage(s) or any related loan agreement and/or lock-box
agreement and/or as to which, since such date, there has been a waiver
other than as related to routine operational matters or minor covenants.
(25) Inspection. Each related Mortgaged Property was inspected by or on behalf
of the related originator or an affiliate of the originator during the 12
month period prior to the related origination date.
(26) Releases of Mortgaged Property. (A) Since origination, no material portion
of the related Mortgaged Property has been released from the lien of the
related Mortgage in any manner which materially and adversely affects the
value of the Mortgage Loan or materially interferes with the security
intended to be provided by such Mortgage; and (B) the terms of the related
Mortgage Loan documents do not permit the release of any portion of the
Mortgaged Property from the lien of the Mortgage except (i) in
consideration of payment in full (or in certain cases, the allocated loan
amount) therefor, (ii) in connection with the substitution of all or a
portion of the Mortgaged Property in exchange for delivery of "government
securities" within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, as amended, (iii) where such portion to be released
was not considered material for purposes of underwriting the Mortgage Loan
and such release was contemplated at origination, (iv) conditioned on the
satisfaction of certain underwriting and other requirements, including
payment of a release price representing adequate consideration for such
Mortgaged Property or the portion thereof to be released, or (v) as set
forth on Exhibit B-26, in connection with the substitution of a
replacement property in compliance with REMIC Provisions.
(27) Local Law Compliance. To the Seller's actual knowledge, based upon a
letter from governmental authorities, a legal opinion, an endorsement to
the related title policy, or other due diligence considered reasonable by
prudent commercial mortgage lenders taking into account the location of
the Mortgaged Property, as of the date of origination of such Mortgage
Loan and as of the Cut-off Date, there are no material violations of any
applicable zoning ordinances, building codes and land laws applicable to
the Mortgaged Property or the use and occupancy thereof which (i) are not
insured by the Title Policy or a law and ordinance insurance policy or
(ii) would have a material adverse effect on the value, operation or net
operating income of the Mortgaged Property.
(28) Improvements. To the Seller's actual knowledge based on the Title Policy
or surveys obtained in connection with the origination of each Mortgage
Loan, none of the material improvements which were included for the
purposes of determining the appraised value of the related Mortgaged
Property at the time of the origination of the Mortgage Loan lies outside
of the boundaries and building restriction lines of such property (except
Mortgaged Properties which are legal non-conforming uses), to an extent
which would have a material adverse affect on the value of the Mortgaged
Property or related Mortgagor's use and operation of such Mortgaged
Property (unless affirmatively covered by the related Title Policy) and no
improvements on adjoining properties encroached upon such Mortgaged
Property to any material and adverse extent (unless affirmatively covered
by the related Title Policy).
(29) Single Purpose Entity. With respect to each Mortgage Loan with a Cut-off
Date Balance (A) in excess of $5,000,000 the related Mortgagor has
covenanted in its organizational documents and/or the Mortgage Loan
documents to own no significant asset other than the related Mortgaged
Property and assets incidental to its ownership and operation of such
Mortgaged Property, and to hold itself out as being a legal entity,
separate and apart from any other Person; and (B) in excess of
$20,000,000, the representation and warranty in (A) above is true and the
related Mortgagor (or if the Mortgagor is a limited partnership or a
multi-member limited liability company, the special purpose general
partner or special purpose managing member, as applicable, of the related
Mortgagor), has at least one independent director, and the related
Mortgagor has delivered a non-consolidation opinion of counsel. For each
Mortgage Loan for which the related Mortgagor has covenanted in its
organizational documents and/or the Mortgage Loan documents to own no
significant asset other than the related Mortgaged Property and assets
incidental to its ownership and operation of such Mortgaged Property, at
the time of origination of the Mortgage Loan, to the Seller's actual
knowledge, the Mortgagor was in compliance with such requirements.
(30) Advance of Funds. (A) After origination, the Seller has not, directly or
indirectly, advanced any funds to the Mortgagor, other than pursuant to
the related Mortgage Loan documents; and (B) to the Seller's actual
knowledge, no funds have been received from any Person other than the
Mortgagor, for or on account of payments due on the Mortgage Note.
(31) Litigation or Other Proceedings. As of the date of origination and, to the
Seller's actual knowledge, as of the Cut-off Date, there was no pending
action, suit or proceeding, or governmental investigation of which it has
received notice, against the Mortgagor or the related Mortgaged Property
the adverse outcome of which could reasonably be expected to materially
and adversely affect (i) such Mortgagor's ability to pay its obligations
under the Mortgage Loan, (ii) the security intended to be provided by the
Mortgage Loan documents or (iii) the current use of the Mortgaged
Property.
(32) Trustee Under Deed of Trust. As of the date of origination, and, to the
Seller's actual knowledge, as of the Cut-off Date, if the related Mortgage
is a deed of trust, a trustee, duly qualified under applicable law to
serve as such, has either been properly designated and serving under such
Mortgage or may be substituted in accordance with the Mortgage and
applicable law.
(33) Usury. The Mortgage Loan and the interest contracted for (exclusive of any
default interest, late charges, Yield Maintenance Charge or prepayment
premiums) is a fixed rate, and complied as of the date of origination
with, or is exempt from, applicable state or federal laws, regulations and
other requirements pertaining to usury.
(34) Other Collateral. Except with respect to the Companion Loan of any Whole
Loan or any Mortgage Loan that is cross-collateralized and cross-defaulted
with another Mortgage Loan, to the Seller's knowledge, the related
Mortgage Note is not secured by any collateral that secures a loan that is
not a Mortgage Loan.
(35) Flood Insurance. If the improvements on the Mortgaged Property are located
in a federally designated special flood hazard area, the Mortgagor is
required to maintain or the mortgagee maintains, flood insurance with
respect to such improvements and such policy is in full force and effect.
(36) Escrow Deposits. All escrow deposits and payments required to be deposited
with the Seller or its agent in accordance with the Mortgage Loan
documents have been (or by the Closing Date will be) so deposited, are in
the possession of or under the control of the Seller or its agent (or,
with respect to a Non-Serviced Trust Loan, in the possession of or under
the control of the Lead Trustee or its agent under the applicable Lead
PSA), and there are no deficiencies in connection therewith.
(37) Licenses and Permits. To the Seller's actual knowledge, based on the due
diligence customarily performed in the origination of comparable mortgage
loans by prudent commercial lending institutions considering the related
geographic area and properties comparable to the related Mortgaged
Property, (i) as of the date of origination of the Mortgage Loan, the
related Mortgagor, the related lessee, franchisor or operator was in
possession of all material licenses, permits and authorizations then
required for use of the related Mortgaged Property, and, (ii) as of the
Cut-off Date, the Seller has no actual knowledge that the related
Mortgagor, the related lessee, franchisor or operator was not in
possession of such licenses, permits and authorizations.
(38) Organization of Mortgagors; Affiliation with other Mortgagors. With
respect to each Mortgage Loan, in reliance on certified copies of the
organizational documents of the Mortgagor delivered by the Mortgagor in
connection with the origination of such Mortgage Loan, the Mortgagor is an
entity organized under the laws of a state of the United States of
America, the District of Columbia or the Commonwealth of Puerto Rico.
Except with respect to any Mortgage Loan that is cross-collateralized and
cross defaulted with another Mortgage Loan, no Mortgage Loan has a
Mortgagor that is an affiliate of another Mortgagor.
(39) Fee Simple Interest. Except with respect to the Mortgage Loans listed on
Exhibit B-39, the Mortgage Loan is secured in whole or in material part by
the fee simple interest in the related Mortgaged Property.
(40) Recourse. Each Mortgage Loan is non-recourse to the related Mortgagor
except that the Mortgagor and a natural person (or an entity with assets
other than an interest in the Mortgagor) as guarantor have agreed to be
liable with respect to losses incurred due to (i) fraud and/or other
intentional material misrepresentation, (ii) misapplication or
misappropriation of rents collected in advance or received by the related
Mortgagor after the occurrence of an event of default and not paid to the
mortgagee or applied to the Mortgaged Property in the ordinary course of
business, (iii) misapplication or conversion by the Mortgagor of insurance
proceeds or condemnation awards or (iv) breach of the environmental
covenants in the related Mortgage Loan documents.
(41) Access; Tax Parcels. Each Mortgaged Property (a) is located on or adjacent
to a dedicated road, or has access to an irrevocable easement permitting
ingress and egress, (b) is served by public utilities, water and sewer (or
septic facilities) and (c) constitutes one or more separate tax parcels.
(42) Financial Statements. Each Mortgage requires the Mortgagor to provide the
mortgagee with operating statements and rent rolls on an annual (or more
frequent) basis or upon written request.
(43) Defeasance. If the Mortgage Loan is a Defeasance Loan, the Mortgage Loan
documents (A) permit defeasance (1) no earlier than two years after the
Closing Date, and (2) only with substitute collateral constituting
"government securities" within the meaning of Treasury Regulations Section
1.860G-2(a)(8)(i) in an amount sufficient to make all scheduled payments
under the Mortgage Note through the related maturity date (or first day of
the open period) and the balloon payment that would be due on such date,
(B) require the delivery of (or otherwise contain provisions pursuant to
which the mortgagee can require delivery of) (i) an opinion to the effect
that such mortgagee has a first priority perfected security interest in
the defeasance collateral, (ii) an accountant's certification as to the
adequacy of the defeasance collateral to make all payments required under
the related Mortgage Loan through the related maturity date (or first day
of the open period) and the balloon payment that would be due on such
date, (iii) an Opinion of Counsel that the defeasance complies with all
applicable REMIC Provisions, and (iv) assurances from the Rating Agencies
that the defeasance will not result in the withdrawal, downgrade or
qualification of the ratings assigned to the Certificates and (C) contain
provisions pursuant to which the mortgagee can require the Mortgagor to
pay expenses associated with a defeasance (including rating agencies'
fees, accountant's fees and attorneys' fees). Such Mortgage Loan was not
originated with the intent to collateralize a REMIC offering with
obligations that are not real estate mortgages.
(44) Authorization in Jurisdiction. To the extent required under applicable law
and necessary for the enforcement of the Mortgage Loan, as of the date of
origination and at all times it held the Mortgage Loan, the originator of
such Mortgage Loan was authorized to do business in the jurisdiction in
which the related Mortgaged Property is located.
(45) Capital Contributions. Neither the Seller nor any affiliate thereof has
any obligation to make any capital contributions to the Mortgagor under
the Mortgage Loan documents.
(46) Subordinate Debt. Except with respect to the Companion Loan of any Whole
Loan or any Mortgage Loan that is cross-collateralized and cross-defaulted
with another Mortgage Loan, none of the Mortgaged Properties are
encumbered by any lien securing the payment of money junior to, of equal
priority with, or superior to, the lien of the related Mortgage (other
than Title Exceptions, taxes, assessments and contested mechanics and
materialmens liens that become payable after the Cut-off Date).
(47) Ground Lease Representations and Warranties. With respect to each Mortgage
Loan secured by a leasehold interest (except with respect to any Mortgage
Loan also secured by the corresponding fee interest in the related
Mortgaged Property), the Seller represents and warrants the following with
respect to the related Ground Lease:
(1) Such Ground Lease or a memorandum thereof has been or will be
duly recorded and such Ground Lease permits the interest of the lessee
thereunder to be encumbered by the related Mortgage or, if consent of the
lessor thereunder is required, it has been obtained prior to the Closing
Date.
(2) Upon the foreclosure of the Mortgage Loan (or acceptance of a
deed in lieu thereof), the Mortgagor's interest in such Ground Lease is
assignable to the mortgagee and its assigns without the consent of the
lessor thereunder (or, if any such consent is required, it has been
obtained prior to the Closing Date).
(3) Subject to the limitations on enforceability set forth in
Paragraph 5, such Ground Lease may not be amended, modified, canceled or
terminated without the prior written consent of the mortgagee and any such
action without such consent is not binding on the mortgagee, its
successors or assigns, except that termination or cancellation without
such consent may be binding on the mortgagee if (i) an event of default
occurs under the Ground Lease, (ii) notice is provided to the mortgagee
and (iii) such default is curable by the mortgagee as provided in the
Ground Lease but remains uncured beyond the applicable cure period.
(4) Such Ground Lease is in full force and effect and other than
payments due but not yet 30 days or more delinquent, (i) there is no
material default, and (ii) to the actual knowledge of the Seller, there is
no event which, with the passage of time or with notice and the expiration
of any grace or cure period, would constitute a material default under
such Ground Lease; provided, however, that this representation and
warranty does not address or otherwise cover any default, breach,
violation or event of acceleration that specifically pertains to any
matter otherwise covered by any other representation and warranty made by
the Seller elsewhere in this Exhibit B or in any of the exceptions to the
representations and warranties in Schedule A hereto.
(5) The Ground Lease or ancillary agreement between the lessor and
the lessee (i) requires the lessor to give notice of any default by the
lessee to the mortgagee and (ii) provides that no notice given is
effective against the mortgagee unless a copy has been delivered to the
mortgagee in the manner described in the ground lease or ancillary
agreement.
(6) The Ground Lease (i) is not subject to any liens or encumbrances
superior to, or of equal priority with, the Mortgage, other than the
ground lessor's fee interest and Title Exceptions or (ii) is subject to a
subordination, non-disturbance and attornment agreement to which the
mortgagee on the lessor's fee interest in the Mortgaged Property is
subject.
(7) The mortgagee is permitted a reasonable opportunity (including,
where necessary, sufficient time to gain possession of the interest of the
lessee under the ground lease) to cure any curable default under such
Ground Lease after receipt of notice of such default before the lessor
thereunder may terminate such Ground Lease.
(8) Such Ground Lease has an original term (together with any
extension options, whether or not currently exercised, set forth therein
all of which can be exercised by the mortgagee if the mortgagee acquires
the lessee's rights under the Ground Lease) that extends not less than 20
years beyond the Stated Maturity Date or if such Mortgage Loan is fully
amortizing, extends not less than 10 years after the amortization term for
the Mortgage Loan.
(9) Under the terms of the Ground Lease and the related Mortgage
Loan documents (including, without limitation, any estoppel or consent
letter received by the mortgagee from the lessor), taken together, any
related insurance proceeds or condemnation award (other than de minimis
amounts for minor casualties or in respect of a total or substantially
total loss or taking) will be applied either to the repair or restoration
of all or part of the related Mortgaged Property, with the mortgagee or a
trustee appointed by it having the right to hold and disburse such
proceeds as repair or restoration progresses, or to the payment or
defeasance of the outstanding principal balance of the Mortgage Loan,
together with any accrued interest (except in cases where a different
allocation would not be viewed as commercially unreasonable by any
commercial mortgage lender, taking into account the relative duration of
the ground lease and the related Mortgage and the ratio of the market
value of the related Mortgaged Property to the outstanding principal
balance of such Mortgage Loan).
(10) The Ground Lease does not restrict the use of the related
Mortgaged Property by the lessee or its successors or assigns in a manner
that would materially adversely affect the security provided by the
related mortgage.
(11) The Ground Lease does not impose any restrictions on subletting
that would be viewed as commercially unreasonable by a prudent commercial
mortgage lender.
(12) The ground lessor under such Ground Lease is required to enter
into a new lease upon termination of the Ground Lease for any reason,
including the rejection of the Ground Lease in bankruptcy.
(48) With respect to each Mortgage Loan in the Multifamily Loan Group:
A. Location of Properties. Each Mortgaged Property securing a
Mortgage in the Multifamily Loan Group is located in the United States or in its
territories (Puerto Rico, the U.S. Virgin Islands, Guam).
B. Number of Units. Each Mortgage in the Multifamily Loan
Group is secured by a Mortgaged Property or properties each of which contains at
least five dwelling units.
C. Construction Completed. Each Mortgaged Property financed by a
Mortgage in the Multifamily Loan Group that is secured by a newly-constructed
property has achieved a percentage of physical occupancy of more than 65% as
indicated in Annex C-1 to the Prospectus Supplement.
D. Dwelling Units. For each Mortgaged Property financed by a
Mortgage in the Multifamily Loan Group, a certificate of occupancy has been
collected or confirmation that the certificate of occupancy has been issued by
the appropriate authority has been obtained.
E. Mixed Use Properties. Mortgages in the Multifamily Loan Group are
secured by properties that have both a housing component and a non-housing
component meet all of the following requirements:
(A) The physical plan consists of:
(1) A single structure; or
(2) Multiple Structures, some of which contain
mixed uses but none of which is entirely
non-residential; or
(3) Multiple structures most of which are
entirely residential, but one or a small
number of which consist of retail stores
primarily intended to serve residents of the
project.
(B) The aggregate gross commercial income does not exceed 20%
of the estimated total gross income.
F. RV parks. The Multifamily Loan Group contains no Mortgages on
manufactured housing parks where the aggregate gross income from homesites for
dwelling units that are not permanently attached to homesites, such as
recreational vehicles, does not exceed 20% of the estimated total gross income.
G. Property Types. Except for any portion of a Mortgaged Property
that contains non-residential uses identified in paragraph E above, all of the
properties securing the Mortgages in the Multifamily Loan Group are being
operated as multifamily rental housing (which may include student housing,
seniors housing as described above, or mixed-use properties as described above),
cooperative housing or manufactured housing parks and none of the properties
securing the Mortgages in the Multifamily Loan Group are hotel properties or
provide daily rentals.
H. Use. The Mortgage Loan documents for each mortgage in the
Multifamily Loan Group contain covenants that prohibit a change of use of the
Mortgaged Property securing such mortgage without the mortgagee's prior consent.
Exhibit B-23-1
List of Mortgage Loans with Current Mezzanine Debt
LOAN # MORTGAGE LOAN
15 Lynnewood Gardens: $6,500,000 subordinate preferred equity.
Exhibit B-23-2
List of Cross-Collateralized and Cross-Defaulted Mortgage Loans
LOAN # MORTGAGE LOAN
150, 151 KLC Shopping Center, Normandy Center
Exhibit B-24
List of Mortgage Loans with Post-Due Diligence Delivery Modifications
None
Exhibit B-26
List of Mortgage Loans with Permitted Release
in Connection with the Substitution of a Replacement Property
None
Exhibit B-39
Mortgage Loans Secured By A Leasehold Interest In
All Or A Material Portion Of The Related Mortgaged Property
Loan No. Mortgage Loan/ Mortgaged Property
1 Shorenstein Portland Portfolio
00 Xxxxx Xxxxx Xxxxxx
00 Xxxxx Xxxxxx Xxx Xxx Shopping Center
148 0000 Xxxx Xxxxx Xxxxxx
EXHIBIT C
EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
Representation Description of Exception
(8) Loan Xx. 0 (0 Xxxxxx Xxxxxx). The Mortgagor's fee
Mortgage Lien interest in the land is subject to a purchase option
in favor of the lessee under a ground lease, which
purchase option cannot be exercised until the Mortgage
Loan is prepayable or defeasible. During the term of
the Mortgage Loan, all proceeds from the lessee's
exercise of its purchase option are to be required to
be applied to prepayment or defeasance of the Mortgage
Loan, as applicable.
Loan No. 32 (Rosemont Commons). A tenant at the
Mortgaged Property (Wal-Mart) has the right under its
lease to expand its leased premises and build an
addition (the "Addition"). If it does so, the
Mortgagor would have the right to purchase the
Addition, in which event the Addition would become
part of the Mortgaged Property. If the Addition is
built and the Mortgagor elects not to purchase it, the
small portion of land underneath the Addition (which
was not considered material for purposes of
underwriting the Mortgage Loan) must be carved out
into a separate tax parcel. The mortgagee has agreed
to subordinate its Mortgage on such parcel to the lien
of a mortgage on Wal-Mart's leasehold estate. The
mortgagee has agreed to consent to certain reciprocal
easement agreements between the Mortgagor and the
owner of a parcel called "Church Parcel".
Loan No. 100 (Westside Plaza). The Mortgagor has the
right to (x) execute and deliver a ground lease in
respect of that certain unimproved portion of the
Mortgaged Property released pursuant to the loan
documents and (y) record a memoranda thereof for
purposes of the future commercial development thereof
by a person that is not an existing tenant or
affiliated with an existing tenant of the Mortgaged
Property. The mortgagee is required to execute and
deliver a subordination of the Mortgagee in respect to
such ground lease affecting such area in form and
substance reasonably satisfactory to a prudent
commercial lender. The mortgagor has the right to
construct improvements on the released parcel for a
commercial user, subject to the satisfaction of
certain conditions set forth in the Mortgage Loan
documents.
Loan No. 180 (Three Rivers Office). The City of La
Crosse has a lien on the Mortgaged Property to secure
Mortgagor's obligations to perform with respect to a
tax incentive agreement and in accordance with the
related development agreement. Notwithstanding the
subordination of the lien to the Mortgage, the City
has reserved any rights to partially foreclose to the
extent of its lien interest securing obligations to
perform in lieu of tax payment.
(13) Loan No. 1 (Shorenstein Portland Portfolio), Loan No.
Insurance 6 (2 Herald Square), Loan No. 15 (Lynnewood Gardens),
Loan No. 17 (CARS Chauncey Ranch) and Loan No. 21
(State House Square). With respect to each of these
Mortgage Loans, the related Mortgage Loan documents do
not expressly provide that the mortgagee may purchase
insurance at the Mortgagor's expense if the Mortgagor
fails to maintain insurance; however, one of the
remedies available to the mortgagee upon an event of
default under the related Mortgage Loan documents (and
failure to maintain required insurance is an event of
default under the related Mortgage Loan documents) is
the mortgagee's right to cure such event of default,
and the Mortgagor is responsible for payment of the
mortgagee's costs and expenses in connection with such
cure.
Loan No. 95 (Drug Store Portfolio). The Mortgaged
Property located in Bedford, Texas was not insured
against terrorism in accordance with the Mortgage Loan
documents as of the closing date of the Mortgage Loan.
The guarantor has agreed to provide a guarantee
against any losses from terrorism until terrorism
coverage is purchased in accordance with the
requirements of the related Mortgage Loan documents.
(23) Loan No. 131 (Quail Plaza). Provisions have been made
Transfers and to allow the real parties in interest to complete a
Subordinate Debt so-called "reverse exchange," provided the same is
consummated not later than November 15, 2007. The
Mortgagor and the mortgagee have entered into an
Exchange Transfer Agreement under which the mortgagee
has pre-approved new owners/borrowers, guarantors, and
forms of loan documents and due diligence documents.
Upon consummation of the reverse exchange, the
Mortgaged Property will be owned by up to seven
tenants in common.
(29) Loan No. 40 (200 Meeting Street). SPE covenants
Single Purpose Entity (single asset, separateness) were waived with respect
to organizational documents of the managing member of
the Mortgagor.
Loan No. 57 (Park Building). The requirement for an
independent director was waived.
Loan No. 58 (Montvale Center). The requirement for an
independent director was waived. SPE covenants (single
asset, separateness) were waived with respect to
organizational documents of the managing member of the
Mortgagor.
Loan No. 69 (Marketplace at the Lakes). The
requirements for an independent director and delivery
of a non-consolidation opinion were waived.
(38) Loan No. 15 (Lynnewood Gardens) and Loan No. 21 (State
Organization of House Square). The Mortgagors under these Mortgagees
Mortgagors; Affiliation are affiliated.
with other Mortgagors
Loan No. 97 (Boulevard Center II) and Loan No. 184
(Gold Creek Marketplace). The Mortgagors of these
Mortgages have the same sponsor (Xxxx Xxxxxx, Xx.)
Loan No. 125 (15th & Spruce) and Loan No. 197 (1601
Pearl Street). The Mortgagors of these Mortgages have
the same sponsor (J Xxxx Midyette).
Loan Xx. 00 (Xxxxx Xxxxxx Xxx Xxx Xxxxxxxx Xxxxxx),
Loan No. 130 (Highlands Ranch Marketplace) and Loan
No. 198 (Desert Xxxx Center). The Mortgagors of these
Mortgages have the same sponsor (A&C Properties,
Inc.).
Loan No. 140 (Xxxxxx Xxxxxxx MAB) and Loan No. 158
(Centre Drive MAB). The Mortgagors of these Mortgages
have the same sponsor (Xxxxx Xxxxxx).
Loan No. 150 (KLC Shopping Center) and Loan No. 151
(Normandy Center). The Mortgagors of these Mortgages
have the same sponsor (Xxxxx Xxxxxxx).
(39)
Fee Simple Interest Loan No. 6 (2 Herald Square). The Mortgagor owns the
fee interest in the Mortgaged Property but the lessee
under a ground lease owns the improvements. Upon
termination of the ground lease, title to the
improvements reverts to the Mortgagor unless the
ground lease terminates pursuant to lessee's exercise
of the purchase option referenced in the exception to
(8) above.
Loan No. 21 (State House Square). The Mortgage Loan is
secured by the fee interest in certain parcels of the
Mortgaged Property and leasehold estate in certain
parcels of the Mortgaged Property.
Loan Xx. 00 (Xxxxx Xxxxxx Xxx Xxx Xxxxxxxx Xxxxxx).
The Mortgage Loan is secured by the fee interest in
Parcel A on the legal description to the related Deed
of Trust and leasehold estate in Parcel B on the legal
description to the related Deed of Trust.
(40) Loan Xx. 0 (0 Xxxxxx Xxxxxx). The Mortgage Loan is
Recourse recourse only to the Mortgagor.
Loan No. 38 (One Financial Plaza). The liability of
the guarantor is capped at $10,000,000.
Loan No. 48 (Ballantyne Resort). The Mortgage Loan is
recourse only to the Mortgagor.
Loan No. 58 (Montvale Center). The Mortgage Loan is
recourse only to the Mortgagor.
Loan Xx. 00 (Xxxxxxx Xxxxx Xxxxxxxx Xxxxxx). With
respect to the environmental non-recourse carve out,
each guarantor has no liability to the mortgagee for
any losses that arise or result, prior to October 31,
2016, from conditions, events or circumstances first
existing or occurring (as opposed to being first
discovered) on or prior to October 31, 2009, to the
extent the same are covered by that certain
Environmental Site Liability Policy No. 37312113
issued by Chubb Custom Insurance Company for the
benefit of the Mortgagor, so long as the Environmental
Policy remains in full force and effect and the
Mortgagor causes the mortgagee to be named an
additional insured as at interests may appear.
Loan Xx. 00 (Xxxxxxxxxxx xx Xxxxx Xxxxx Xxxxxx). A
non-recourse carve out relating to the violation of
applicable environmental laws or breaches of an
environmental covenant has been waived. In lieu
thereof, in the event environmental conditions
requiring remediation are discovered at any time in
the future, the Mortgagor is required to post, by way
of a cash flow sweep, funds into escrow in an amount
equal to 125% of the amount necessary to fund the
remediation.
Loan Xx. 000 (Xxxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx). The
requirement for a guarantor has been waived, and the
Mortgage Loan does not have a non-recourse carve out
guarantor. Loan No. 133 (Xxxxxx Building). The
Mortgage Loan does not have a non-recourse carve out
guarantor.
Loan No. 134 (Gold's Gym). The Mortgage Loan has a
non-recourse carve out for environmental liability
only to the extent the mortgagee's losses are not
covered by the environmental insurance policy
delivered at closing or if such policy is not in
effect, but in either instance not to exceed $5
million.
Loan No. 147 (Joppatowne Plaza). The Mortgage Loan is
recourse only to the owner of the Mortgaged Property
and the borrower.
Loan No. 165 (53 Church Hill Road). The Mortgage Loan
is recourse to the guarantor only if there occurs a
collusive involuntary bankruptcy filing against the
borrower or any member of the borrower under the U.S.
Bankruptcy Code, or the Mortgaged Property or any part
thereof becomes an asset in any such proceeding.
Loan No. 172 (1000 Boulders Parkway). The guarantor's
liability with respect to any breach of environmental
covenants is capped at $500,000.
(41) Loan No. 48 (Ballantyne Resort). The Mortgaged
Access; Tax Parcels Property was assessed as part of a larger tax parcel.
The Mortgagor is obligated to cause its separation
effective for the next tax year.
Loan No. 90 (Southern Highlands Corporate Center). The
Mortgaged Property does not constitute a separate tax
parcel. However, the separation of the tax
parcels/creation of new parcels has automatically
occurred upon the recordation of the Financial Pad
deed (small excepted parcel). The deed was recorded in
February 2007, and a new tax parcel will be created
for the 2007/2008 tax year. The title company will
issue a separate tax parcel endorsement.
Loan No. 126 (530 New Waverly Place). The Mortgagor
has applied for creation of a separate tax lot but
approval has not yet been obtained. The mortgagee has
the right to collect tax on parcel that encompasses
the Mortgaged Property, as well as other property,
until the approval is obtained.
(43) Loan No. 40 (200 Meeting Street). The Mortgage Loan
Defeasance documents permit defeasance with any other securities
then permitted as defeasance collateral pursuant to
the guidelines and criteria of the rating agencies and
which does not cause any trust to fail to qualify as
REMIC, within the meaning of Section 860D of the
Internal Revenue Code of 1986, or otherwise may cause
non-compliance of such trust with the REMIC
requirements in effect at the time of the request for
defeasance.
(47) Loan No. 1 (Shorenstein Portland Portfolio). The
Ground Lease following exceptions apply to the ground lease for a
parking garage located on Congress Avenue in the City
of Portland with the appraised value of $200,000 (the
"Congress Ground Lease"):
(2) The Congress Ground Lease does not address whether the
Mortgagor's interest in the ground lease is assignable
to the mortgagee and its assigns.
(3) The Congress Ground Lease does not address whether it
may be amended, modified, cancelled or terminated
without the prior written consent of a leasehold
mortgagee.
(6) Any leasehold mortgage is subordinate to a mortgage on
the ground lessor's fee interest (as of the closing
date of the Mortgage Loan, there was no mortgage on
the ground lessor's fee interest).
(7) The Congress Ground Lease has limited mortgagee cure
rights.
(8) Congress Ground Lease expires in 2013, taking into
account the exercise of all extension options.
(12) Under the Congress Ground Lease, a leasehold mortgagee
has no express right to enter into a new lease
following termination or rejection of the existing
ground lease.
EXHIBIT D
FORM OF OFFICER'S CERTIFICATE
Xxxxxxx Xxxxx Mortgage Company ("Seller") hereby certifies as follows:
1. All of the representations and warranties (except as set forth on
Schedule C) of the Seller under the Mortgage Loan Purchase
Agreement, dated as of July 1, 2007 (the "Agreement"), between GS
Mortgage Securities Corporation II and Seller, are true and correct
in all material respects on and as of the date hereof with the same
force and effect as if made on and as of the date hereof.
2. The Seller has complied in all material respects with all the
covenants and satisfied all the conditions on its part to be
performed or satisfied under the Agreement on or prior to the date
hereof and no event has occurred which would constitute a default
under the Agreement.
3. Neither the Prospectus, dated June 13, 2007, as supplemented by the
Prospectus Supplement, dated June 21, 2007 (collectively, the
"Prospectus"), relating to the offering of the Class A-1, Class X-0,
Xxxxx X-0, Class A-AB, Class A-4, Class A-1A, Class A-M, Class A-J,
Class B, Class C Class D, Class E and Class F Certificates nor the
Offering Circular, dated June 21, 2007 (the "Offering Circular"),
relating to the offering of the Class X, Class G, Class H, Class J,
Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class
S, Class R and Class LR Certificates, in the case of the Prospectus
and the Prospectus Supplement, as of the date of the Prospectus
Supplement or as of the date hereof, or the Offering Circular, as of
the date of thereof or as of the date hereof, included or includes
any untrue statement of a material fact relating to the Mortgage
Loans or omitted or omits to state therein a material fact necessary
in order to make the statements therein relating to the Mortgage
Loans, in light of the circumstances under which they were made, not
misleading.
Capitalized terms used herein without definition have the meanings
given them in the Agreement.
[SIGNATURE APPEARS ON THE FOLLOWING PAGE]
Certified this [______] day of [____________], 2007.
XXXXXXX XXXXX MORTGAGE COMPANY
By: ____________________________
Name:
Title:
EXHIBIT E
FORM OF LEGAL OPINION
(b) The Seller is a [_______________], duly organized, validly
existing and in good standing under the laws of the State of [_______________]
with full power and authority to own its assets and conduct its business, is
duly qualified as a foreign organization in good standing in all jurisdictions
in which the ownership or lease of its property or the conduct of its business
requires such qualification, except where the failure to be so qualified would
not have a material adverse effect on its ability to perform its obligations
thereunder, and the Seller has taken all necessary action to authorize the
execution, delivery and performance of the Mortgage Loan Purchase Agreement and
the Indemnification Agreement (collectively, the "Operative Documents"), and has
duly executed and delivered the Operative Documents, and has the power and
authority to execute, deliver and perform under the Operative Documents and all
the transactions contemplated thereby, including, but not limited to, the power
and authority to sell, assign, transfer, set over and convey the Mortgage Loans
in accordance with the Mortgage Loan Purchase Agreement;
(c) Assuming the due authorization, execution and delivery of each
Operative Document by each party thereto other than the Seller, each Operative
Document will constitute a legal, valid and binding obligation of the Seller,
enforceable against the Seller in accordance with its terms, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting the enforcement of creditors' rights generally,
and by general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law);
(d) The execution and delivery of each Operative Document by the
Seller and the performance of its obligations thereunder will not conflict with
any provision of any law or regulation to which the Seller is subject, or
conflict with, result in a breach of, or constitute a default under, any of the
terms, conditions or provisions of any of the Seller's organizational documents
or any agreement or instrument to which the Seller is a party or by which it is
bound, or any order or decree applicable to the Seller, or result in the
creation or imposition of any lien on any of the Seller's assets or property, in
each case which would materially and adversely affect the ability of the Seller
to carry out the transactions contemplated by the Operative Documents;
(e) There is no action, suit, proceeding or investigation pending
or, to the Seller's knowledge, threatened against the Seller in any court or by
or before any other governmental agency or instrumentality which would
materially and adversely affect the validity of the Mortgage Loans or the
ability of the Seller to carry out the transactions contemplated by each
Operative Document;
(f) The Seller is not in default with respect to any order or decree
of any court or any order, regulation or demand of any federal, state, municipal
or governmental agency, which default might have consequences that would
materially and adversely affect the condition (financial or other) or operations
of the Seller or its properties or might have consequences that would materially
and adversely affect its performance under any Operative Document;
(g) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Seller of, or compliance by the Seller with, each Operative
Document or the consummation of the transactions contemplated thereby, other
than those which have been obtained by the Seller;
(h) To our knowledge, considered in light of our understanding of
applicable law and the experience we have gained through our practice, nothing
has come to our attention in the course of our review of the Prospectus and
Prospectus Supplement in relation to the sale of the Mortgage Loans, which
causes us to believe that (i) the Prospectus, at the date thereof or at the date
hereof, contained an untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, which untrue statement or omission arises out of, or is
based upon, information concerning the Mortgage Loans set forth in the
Prospectus, or (ii) the Prospectus Supplement, at the date thereof or at the
date hereof, contains an untrue statement of a material fact or omitted to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading, which untrue statement or omission arises out
of, or is based upon, information concerning the Mortgage Loans set forth in the
Prospectus Supplement, it being understood that we express no view as to any
information incorporated by reference in the Prospectus or Prospectus Supplement
or as to the adequacy or accuracy of the financial, numerical, statistical or
quantitative information included in the Prospectus or Prospectus Supplement.
(i) We hereby advise you that, in the course of the representation
referred to above and our examination of the time of sale information,
considered in light of our understanding of applicable law and the experience we
have gained through our practice, no facts came to our attention that cause us
to believe that as of the time of sale, the time of sale information (taken as a
whole) included an untrue statement of a material fact or omitted to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; it being
understood that we express no view as to (1) any blanks or bracketed items in
the time of sale information for pricing terms, (2) any information incorporated
by reference in the time of sale information or (3) the adequacy or accuracy of
(i) any financial, numerical, statistical or computational information included
in or omitted from the time of sale information or (ii) any information
contained in or omitted from any computer disk, CD-ROM or other electronic media
accompanying the time of sale information.
(j) Insofar as it related to the Seller and the Mortgage Loans
(including without limitations the related borrowers and mortgaged properties)
being sold by the Seller, the Prospectus Supplement, as of its date (with the
exception of any information incorporated by reference therein and any
numerical, financial, statistical and computational information included
therein, as to which we express no view), appeared on its face to be
appropriately responsive in all material respects to the applicable requirements
of Regulation AB under the Securities Act of 1933, as amended.
