Mortgage Loan Purchase Agreement between GS Mortgage Securities Corporation II and Greenwich Capital Financial Products, Inc. (March 1, 2006)

Contract Categories: Business Finance › Purchase Agreements
Summary

This agreement is between GS Mortgage Securities Corporation II (purchaser) and Greenwich Capital Financial Products, Inc. (seller), dated March 1, 2006. It outlines the sale and transfer of a pool of mortgage loans from the seller to the purchaser for over $2.28 billion. The purchaser will then transfer these loans to a trust, which will issue certificates representing ownership interests. The agreement details the transfer of loan documents, payment handling, and record-keeping responsibilities. The transaction is structured as a true sale for accounting and tax purposes, with specific obligations for both parties regarding delivery of documents and funds.

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EX-10.2 6 gs893053-ex10_2.txt MORTGAGE LOAN PURCHASE AGRMT. (GREENWICH CAPITAL) Exhibit 10.2 GS MORTGAGE SECURITIES CORPORATION II, PURCHASER, GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of March 1, 2006 Series 2006-GG6 This Mortgage Loan Purchase Agreement (this "Agreement"), dated as of March 1, 2006, is between GS Mortgage Securities Corporation II, a Delaware corporation, as purchaser (the "Purchaser"), and Greenwich Capital Financial Products, Inc., a Delaware corporation, 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 March 1, 2006 (the "Pooling and Servicing Agreement"), among the Purchaser, as seller, Wachovia Bank, National Association, as master servicer (the "Master Servicer"), ING Clarion Partners, LLC, as special servicer (the "Special Servicer"), and Wells 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 March 7, 2006 (the "Underwriting Agreement"), between the Purchaser and the Underwriters, and the Purchaser will sell the Class X-P, Class X-C, 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 March 7, 2006 (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 $2,286,401,122 (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. 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 (c) and not otherwise defined in this Agreement shall have the meanings set forth in the Indemnification Agreement, dated March 7, 2006, among Seller, the Purchaser and the Dealers (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 corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware 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. (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 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. (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 Delaware to the effect that the Seller is duly organized, existing and in good standing in the State of Delaware; (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, Wickersham & Taft 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, Wickersham & Taft 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 85 Broad Street, New York, New York 10004, to the attention of Emily Brooks, fax number ###-###-####, with a copy to David Stiepleman, fax number ###-###-####, (ii) if sent to the Seller, will be mailed, hand delivered, couriered or sent by facsimile transmission and confirmed to it at Greenwich Capital Financial Products, Inc., 600 Steamboat Road, Greenwich, Connecticut 06830, to the attention of Andrew Snow, fax number ###-###-####, with a copy to Paul Stevelman, Esq., fax number ###-###-#### 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/ Leo Huang --------------------------------- Name: Leo Huang Title: CFO GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. By: /s/ Andrew B. Snow --------------------------------- Name: Andrew B. Snow Title: Vice President EXHIBIT A MORTGAGE LOAN SCHEDULE 2006-GG6 GCFP Mortgage Loan Schedule
Control Loan Number Footnotes Number Property Name - ------------------------------------------------------------------------------------------------------------------------------------ 3 04-0211 Windsor Capital Embassy Suites Portfolio 3.01 04-0211 Embassy Suites - Bellevue 3.02 04-0211 Embassy Suites - Lynnwood 3.03 04-0211 Embassy Suites - Tigard 3.04 04-0211 Embassy Suites - Blue Ash 3.05 04-0211 Embassy Suites - Livonia 3.06 04-0211 Embassy Suites - Colorado Springs 3.07 04-0211 Embassy Suites - El Paso 3.08 04-0211 Embassy Suites - Denver 4 2 05-0650 Maryland Multifamily Portfolio 4.01 05-0650 Commons at White Marsh Apartments 4.02 05-0650 Highland Village Townhomes 4.03 05-0650 Harbor Point Estates 4.04 05-0650 Dutch Village Townhomes 4.05 05-0650 Whispering Woods Townhomes 4.06 05-0650 Fontana Village Townhomes 4.07 05-0650 Riverview Townhomes 4.08 05-0650 Hamilton Manor 4.09 05-0650 Cove Village Apartments 5 05-1343 One Commerce Square 8 05-1007 COPT Portfolio 8.01 05-1007 134 National Business Parkway 8.02 05-1007 870-880 Elkridge Landing 8.03 05-1007 6940 Columbia Gateway Drive 8.04 05-1007 7000 Columbia Gateway Drive 8.05 05-1007 8621 Robert Fulton Drive 8.06 05-1007 8671 Robert Fulton Drive 8.07 05-1007 7320 Parkway Drive 8.08 05-1007 8661 Robert Fulton Drive 9 05-1465 1625 & 1675 Broadway 10 05-1486 Hughes Airport Center Portfolio 10.01 05-1486 750 Pilot Road 10.02 05-1486 770 Pilot Road 10.03 05-1486 680 Pilot Road 10.04 05-1486 420 Pilot Road 10.05 05-1486 711 Pilot Road 10.06 05-1486 731 Pilot Road 10.07 05-1486 600 Pilot Road 10.08 05-1486 823 Pilot Road 10.09 05-1486 500 Pilot Road 10.10 05-1486 6600 Bermuda Road 10.11 05-1486 815 Pilot Road 10.12 05-1486 751 Pilot Road 10.13 05-1486 839 Pilot Road 10.14 05-1486 831 Pilot Road 11 05-1163 Showplace Portfolio 11.01 05-1163 Showplace 11.02 05-1163 Hamilton Properties 11.03 05-1163 101 South Main Street 12 05-1230 Hock Plaza 13 05-1057 Met Park East 14 05-1237 Millennium in Midtown 16 05-1055 Park Place 17 05-1340 SilverCreek Portfolio Phase I 17.01 05-1340 173 Tovera Road 17.02 05-1340 3540 W Sunshine Street 17.03 05-1340 1330 Providence Center Drive 17.04 05-1340 503 South Dunlap Road 17.05 05-1340 1151 Ryans Road 17.06 05-1340 627 12th Ave NE 17.07 05-1340 3410 Avenue I 17.08 05-1340 1749 Main Street 17.09 05-1340 355 South Willowbrook Road 17.10 05-1340 1867 - 1896 US Hwy 82 West 17.11 05-1340 2474 - 2488 East Wabash 17.12 05-1340 1625 - 1633 North Michigan 17.13 05-1340 1748 - 1752 Indianapolis 17.14 05-1340 3202 Belt Highway 17.15 05-1340 201 E Leota Street 17.16 05-1340 2216 - 2224 Cassopolis 17.17 05-1340 350 - 354 Hoke Street 17.18 05-1340 1220 N 200 West 17.19 05-1340 354 East Chicago St 17.20 05-1340 12547 State Road 143 17.21 05-1340 3697 Portage Road 17.22 05-1340 2020 - 2040 North Main Street 17.23 05-1340 200 Production Drive 17.24 05-1340 12950 Willow Centre Drive 17.25 05-1340 1651 - 1659 Highway 10 West 17.26 05-1340 1319 Holden Street 17.27 05-1340 102 - 106 Peter Pan Road 17.28 05-1340 1212 - 1314 Independence Street 17.29 05-1340 5615 - 5623 E Arrowhead Parkway 17.30 05-1340 224 East McCoy Street 17.31 05-1340 1400 North Wayne Street 17.32 05-1340 1350 - 1358 South Centerville 17.33 05-1340 1110 West Broadway 17.34 05-1340 3005 Wiley Boulevard SW 17.35 05-1340 1100 North Barlow Road 17.36 05-1340 2520 - 2532 Walton Boulevard 17.37 05-1340 114 - 130 South Centerville Road 18 05-1016 Sealy Industrial Portfolio II 18.01 05-1016 Mustang Creek I & II 18.02 05-1016 310 James Drive East 18.03 05-1016 1725 Hayden Road 18.04 05-1016 1720 Hayden Road 18.05 05-1016 2506-2515 Willowbrook Road 18.06 05-1016 27 Leigh Fisher/20 Founders 18.07 05-1016 1631-1637 Terre Colony Court 18.08 05-1016 21 Leigh Fisher Boulevard 18.09 05-1016 4849 Groveport Road 18.10 05-1016 40 Walter Jones Boulevard 18.11 05-1016 600 London Road 18.12 05-1016 19 Butterfield Trails 18.13 05-1016 27 Concord Street 19 05-0701 Reid Murdoch Center 21 05-1192 Atrium at Empire Lakes 23 05-1294 Hilton DFW 33 05-1291 Westland Promenade 36 05-1409 Gateway 801 37 05-1177 Oakwood Vista/Parkway Vista 37.01 05-1177 Oakwood Vista 37.02 05-1177 Parkway Vista 38 05-0781 1733 Ocean Avenue 40 05-1478 Saxon Woods 42 4 05-0958 Villa Toscana 45 05-1411 Hawaii Airport Hotels 45.01 05-1411 Best Western Plaza 45.02 05-1411 Honolulu Airport Hotel 46 2 05-0683 Shaner Hotel Portfolio 46.01 05-0683 Newport Harbor Hotel 46.02 05-0683 Pittsburgh Marriott City Center 46.03 05-0683 Jacksonville Holiday Inn Sunspree 46.04 05-0683 Cromwell Crowne Plaza 46.05 05-0683 Edina Residence Inn 46.06 05-0683 Chattanooga Marriot Hotel 46.07 05-0683 Durham Marriott Civic Center 46.08 05-0683 Paramus Crowne Plaza 46.09 05-0683 Charleston Holiday Inn Express 46.10 05-0683 Shreveport Holiday Inn 46.11 05-0683 Augusta Holiday Inn 47 05-0964 Ocean View / Haseko 47.01 05-0964 Ocean View Center 47.02 05-0964 Haseko Center 48 05-1252 The Crescent 53 05-0144 Manchester Parkade 54 05-1032 Hoffman Village 55 05-0474 Nordhoff Industrial Complex 56 05-1191 Village Center on Seven 58 05-1193 5751-5771 Copley Drive 60 05-1216 Coral Springs Financial Plaza 63 05-1366 MacArthur Towne Center 66 05-0976 Courtyard Marriott Dadeland 67 05-1272 40-42 Old Ridgebury 69 05-1312 Pearlridge Shopping Center 70 05-1412 Bridgewater Hills Corporate Center 72 05-1233 Monte Bello Apartments (Partridge Pointe) 73 05-1502 First Insurance Bank 74 05-1363 Balentine Park 75 05-1245 Hilton Garden Inn Tampa 76 05-1208 Executive Plaza 78 05-1176 Pacesetter Shopping Center 79 05-1335 25025 North Freeway 80 05-0594 Shaw's Supermarket- Bridgeport 81 05-1006 Goodman Theater 82 06-0009 Village Portico 83 05-1468 Brickell Marketplace 84 05-0479 Fairfield Inn & Suites - Virginia Beach, VA 86 05-1278 Shreve Storage Portfolio 86.01 05-1278 University Self Storage 86.02 05-1278 Shreve City Self Storage 86.03 05-1278 Stowaway Personal Storage 86.04 05-1278 Crossroads Self Storage 86.05 05-1278 Line Avenue Self Storage 91 05-1358 Tribune Tower 94 05-1033 313 Washington Street 95 05-1434 Century Springs East 96 05-1435 Century Springs West 97 05-0944 Drive Time Portfolio 97.01 05-0944 Home Office 97.02 05-0944 Gilbert Servicing Center 100 05-1200 Verizon New England Telephone 100.01 05-1200 Verizon Andover 100.02 05-1200 Verizon South Burlington 105 05-1319 Dorsey Business Center 107 05-1128 Boynton Beach LA Fitness 111 05-1334 Southwood Tower 113 05-1464 Boardwalk Inn & Suites 114 05-1503 Wellington Park Apartments 115 05-1043 Hampton Inn - Portland, OR 116 05-1504 Pine Oaks Apartments 117 05-1248 Brookwood Inn 118 05-1292 TBC Corp Portfolio II 118.01 05-1292 National Tire & Battery Pearland 118.02 05-1292 National Tire & Battery Flower Mound 118.03 05-1292 National Tire & Battery Ft. Worth 118.04 05-1292 Tire Kingdom Summerville 120 05-1020 5251-5271 East 2nd Street 122 05-1430 Shattuck Executive Center 123 05-1293 TBC Corp Portfolio III 123.01 05-1293 National Tire & Battery Tomball 123.02 05-1293 National Tire & Battery Pasadena 123.03 05-1293 Merchant Tire & Auto Wake Forest 123.04 05-1293 Tire Kingdom Bluffton 124 05-0753 3616-3636 I-10 Service Road 128 05-1170 The Bradbury Building 130 05-0219 Avery at Morrocroft 131 05-1337 701 Gramercy 132 05-1054 2 East Oak Street 133 05-1500 Country Bridge Shopping Center 136 05-0440 Belle Promenade 138 05-1197 C&R North Pointe Building B 147 05-1246 SpringHill Suites by Marriott 150 05-1196 C&R North Pointe Building A 156 05-1048 Fort Apache Center 159 05-1094 Lifeway Center 161 05-1318 100 East Walton Street Garage 163 05-1400 Omni 3 Self Storage 165 05-1320 4170 Douglas Boulevard 167 05-1304 Lake Park Self Storage 168 05-1402 Omni 2 Self Storage 169 05-1401 Omni 1 Self Storage 177 05-0802 Iron Gate Storage at Pearson Airport 181 05-1115 Arroyo Vista 182 05-1271 2011 North Capitol Ave 183 05-1041 Riverest Mobile Home Community 184 05-0803 Iron Gate Storage at Cascade Park 185 05-1267 Mini U Storage - Warren, MI 188 05-0211 Kellogg Warehouse Control Number Address - ------------------------------------------------------------------------------------------------------------------------------------ 3 3.01 3225 158th Avenue SE 3.02 20610 44th Avenue West 3.03 9000 SW Washington Square Road 3.04 4554 Lake Forest Drive 3.05 19525 Victor Parkway 3.06 7290 Commerce Center Drive 3.07 6100 Gateway East 3.08 7525 E. Hampden Avenue 4 4.01 9901 Langs Road 4.02 3953 McDowell Lane 4.03 909 South Marlyn Avenue 4.04 2349 Perring Manor Road 4.05 37 Alberge Lane 4.06 1 Orion Court 4.07 600 Fifth Avenue 4.08 3340 Lancer Drive 4.09 2 Driftwood Court 5 2005 Market Street 8 8.01 134 National Business Parkway 8.02 870-880 Elkridge Landing Road 8.03 6940 Columbia Gateway Drive 8.04 7000 Columbia Gateway Drive 8.05 8621 Robert Fulton Drive 8.06 8671 Robert Fulton Drive 8.07 732 Parkway Drive 8.08 8661 Robert Fulton Drive 9 1625 & 1675 Broadway 10 10.01 750 Pilot Road 10.02 770 Pilot Road 10.03 680 Pilot Road 10.04 420 Pilot Road 10.05 711 Pilot Road 10.06 731 Pilot Road 10.07 600 Pilot Road 10.08 823 Pilot Road 10.09 500 Pilot Road 10.10 6600 Bermuda Road 10.11 815 Pilot Road 10.12 751 Pilot Road 10.13 839 Pilot Road 10.14 831 Pilot Road 11 11.01 211 East Commerce Avenue 11.02 200, 320, 330 Hamilton Street 11.03 101 South Main Street 12 2424 Erwin Road 13 1730 Minor Avenue 14 10 10th Street 16 1200 6th Avenue 17 17.01 173 Tovera Road 17.02 3540 W Sunshine Street 17.03 1330 Providence Center Drive 17.04 503 South Dunlap Road 17.05 1151 Ryans Road 17.06 627 12th Avenue NE 17.07 3410 Avenue I 17.08 1749 Main Street 17.09 355 South Willowbrook Road 17.10 1867 - 1896 US Highway 82 West 17.11 2474 - 2488 East Wabash 17.12 1625 - 1633 North Michigan 17.13 1748 - 1752 Indianapolis 17.14 3202 Belt Highway 17.15 201 E Leota Street 17.16 2216 - 2224 Cassopolis 17.17 350 - 354 Hoke Street 17.18 1220 N 200 West 17.19 354 East Chicago Street 17.20 12547 State Road 143 17.21 3697 Portage Road 17.22 2020 - 2040 North Main Street 17.23 200 Production Drive 17.24 12950 Willow Centre Drive 17.25 1651 - 1659 Highway 10 West 17.26 1319 Holden Street 17.27 102 - 106 Peter Pan Road 17.28 1212 - 1314 Independence Street 17.29 5615 - 5623 E Arrowhead Parkway 17.30 224 East McCoy Street 17.31 1400 North Wayne Street 17.32 1350 - 1358 South Centerville Road 17.33 1110 West Broadway 17.34 3005 Wiley Boulevard SW 17.35 1100 North Barlow Road 17.36 2520 - 2532 Walton Boulevard 17.37 114 - 130 South Centerville Road 18 18.01 Profit Row, Currency Circle, Industrial Drive, Mustang Circle and Mustang Court 18.02 310 James Drive East 18.03 1725-1745 Hayden Drive 18.04 1720 Hayden Road 18.05 2506-2515 Willowbrook Road 18.06 27-31 Leigh Fisher/20 Founders 18.07 1631-1637 Terre Colony Court 18.08 21 Leigh Fisher Boulevard 18.09 4849 Groveport Road 18.10 40 Walter Jones Boulevard 18.11 600 London Road 18.12 19 Butterfield Trails 18.13 27 Concord Street 19 325 North LaSalle Street 21 10801 Sixth Street 23 1800 Highway 26 East 33 3890 West 18th Avenue 36 801 Gateway 37 37.01 100 Ardsley Place 37.02 100 Parkway Circle South 38 1733 Ocean Avenue 40 550 and 600 Mamaroneck Avenue 42 9125 Highway 6 North 45 45.01 3253 North Nimitz Highway 45.02 3401 North Nimitz Highway 46 46.01 49 America's Cup Avenue 46.02 112 Washington Place 46.03 1617 North 1st Street 46.04 100 Berlin Road 46.05 3400 Edinborough Way 46.06 Two Carter Plaza 46.07 201 Foster Street 46.08 601 From Road 46.09 100 Civic Center Drive 46.10 5555 Financial Plaza 46.11 2155 Gordon Highway 47 47.01 707 Richards Street 47.02 820-825 Miliani Street 48 2311 Highland Avenue 53 346-422 Middle Turnpike West, 290 and 308 Broad Street 54 2501 - 2509 Golf Road & Barrington Road 55 20500, 20550, 20640, & 20670-20680 Nordhoff Street 56 46950 Community Plaza Drive 58 5751, 5761, 5771 Copley Drive 60 3300 North University Drive 63 2536-2590 Macarthur Road 66 9075 South Dadeland Boulevard 67 40-42 Old Ridge Road 69 98-1005 & 98-1025 Moanalua Road 70 700 US Highway 202 72 4001 South Watt Avenue 73 1100 Ward Avenue 74 39899 Balentine Drive 75 10309 Highland Manor Drive 76 4605-4645 Southwest Freeway 78 1581 U.S. Route 202 79 25025 North I-45 Access Road 80 500 Sylvan Avenue 81 60 W Randolph Street 82 201-299 Southwest 8th Street 83 10-38 Southwest 8th Street 84 1901 Atlantic Avenue 86 86.01 1780 & 1790 East Bert Kouns Ind. Loop 86.02 1333 Shreveport-Barksdale Highway 86.03 9211 Youree Drive 86.04 2900 Bert Kouns 86.05 747 American Way 91 409 13th Street 94 313 Washington Street 95 6100 Lake Forrest Drive 96 6000 Lake Forrest Drive 97 97.01 4020 East Indian School Road 97.02 1030 North Colorado Street 100 100.01 15 Shattuck Road 100.02 800 Hinesburg Road 105 6810 Deerpath Road 107 2278 North Congress Avenue 111 19221 North I-45 113 301 South Atlantic Avenue 114 2479 Deer Run 115 8633 NE Airport Way 116 1700 North Galloway Avenue 117 2306 Elba Street 118 118.01 1505 Broadway Street 118.02 1701 Justin Road 118.03 5904 Quebec Street 118.04 103 Angus Drive 120 5251-5271 East 2nd Street 122 138 River Road 123 123.01 14414 Waller Tomball (FM 2920) 123.02 4821 Fairmont Parkway 123.03 2220 S. Main Street 123.04 1176 Fording Island Road 124 3616-3636 I-10 Service Road 128 304 South Broadway 130 6836 Morrison Boulevard 131 701 Gramercy Drive 132 2 East Oak Street 133 9050 Highway 64 136 1700 Promenade Boulevard 138 752 East 1180 South 147 1119 Bullsboro Drive 150 1276 South 820 East 156 4235 South Fort Apache Road 159 8735 Lyra Drive 161 100 East Walton Street 163 19120 US Highway 190 165 4170 Douglas Boulevard 167 2220 Gillionville Road 168 74145 LA Highway 25 169 69201 LA Highway 59 177 2225 East 5th Street 181 23042 Arroyo Vista 182 2011 North Capitol Avenue 183 49 Crescent Drive 184 802 NE 112th Avenue 185 24140 Groesbeck Highway 188 5800 Tri County Parkway Monthly Gross Remaining Control Cut-Off Date Debt Interest Term To Number City State Zip Code Balance ($) Service ($) Rate (%) Maturity (Mos.) - ------------------------------------------------------------------------------------------------------------------------------------ 3 187,500,000 1,224,161.92 6.14000% 59 3.01 Bellevue Washington 98008 3.02 Lynnwood Washington 98036 3.03 Tigard Oregon 97223 3.04 Cincinnati Ohio 45242 3.05 Livonia Michigan 48152 3.06 Colorado Springs Colorado 80919 3.07 El Paso Texas 79905 3.08 Denver Colorado 80231 4 140,000,000 1,499,541.67 5.22000% 76 4.01 Middle River Maryland 21220 4.02 Baltimore Maryland 21227 4.03 Essex Maryland 21221 4.04 Baltimore Maryland 21234 4.05 Baltimore Maryland 21220 4.06 Rosedale Maryland 21237 4.07 Baltimore Maryland 21227 4.08 Hyattsville Maryland 20782 4.09 Essex Maryland 21221 5 Philadelphia Pennsylvania 19103 130,000,000 751,639.67 5.66500% 118 8 103,000,000 481,511.89 5.53300% 116 8.01 Annapolis Junction Maryland 20701 8.02 Linthicum Maryland 21090 8.03 Columbia Maryland 21077 8.04 Columbia Maryland 21046 8.05 Columbia Maryland 21046 8.06 Columbia Maryland 21077 8.07 Hanover Maryland 21076 8.08 Columbia Maryland 21046 9 Denver Colorado 80202 94,100,000 451,990.40 5.68500% 59 10 84,000,000 491,536.06 5.77500% 58 10.01 Las Vegas Nevada 89119 10.02 Las Vegas Nevada 89119 10.03 Las Vegas Nevada 89119 10.04 Las Vegas Nevada 89119 10.05 Las Vegas Nevada 89119 10.06 Las Vegas Nevada 89119 10.07 Las Vegas Nevada 89119 10.08 Las Vegas Nevada 89119 10.09 Las Vegas Nevada 89119 10.10 Las Vegas Nevada 89119 10.11 Las Vegas Nevada 89119 10.12 Las Vegas Nevada 89119 10.13 Las Vegas Nevada 89119 10.14 Las Vegas Nevada 89119 11 81,000,000 518,651.88 6.62500% 56 11.01 High Point North Carolina 27260 11.02 High Point North Carolina 27260 11.03 High Point North Carolina 27260 12 Durham North Carolina 27705 80,000,000 458,254.77 5.58000% 117 13 Seattle Washington 98101 79,700,000 373,058.73 5.54000% 56 14 Atlanta Georgia 30309 73,070,000 473,570.08 6.38300% 118 16 Seattle Washington 98101 69,250,000 324,144.50 5.54000% 56 17 68,740,000 377,513.08 6.50000% 60 17.01 Alvin Texas 77511 17.02 Springfield Missouri 65807 17.03 Cedar City Utah 80701 17.04 Savoy Illinois 61874 17.05 Worthington Minnesota 56187 17.06 Norman Oklahoma 73071 17.07 Scottsbluff Nebraska 69361 17.08 Billings Montana 59105 17.09 Coldwater Michigan 49036 17.10 Tifton Georgia 31793 17.11 Frankfort Indiana 46041 17.12 Plymouth Indiana 46563 17.13 Greencastle Indiana 46135 17.14 St. Joseph Missouri 64503 17.15 North Platte Nebraska 69101 17.16 Elkhart Indiana 46514 17.17 Frankfort Indiana 46041 17.18 Angola Indiana 46703 17.19 Coldwater Michigan 49036 17.20 Highland Illinois 62249 17.21 South Bend Indiana 46628 17.22 Bluffton Indiana 46714 17.23 Lafayette Louisiana 70508 17.24 Willowbrook Texas 77066 17.25 Detroit Lakes Minnesota 56501 17.26 Le Mars Iowa 51031 17.27 Independence Kansas 67301 17.28 Republic Missouri 64801 17.29 Sioux Falls South Dakota 57102 17.30 Tomah Wisconsin 54660 17.31 Angola Indiana 46703 17.32 Sturgis Michigan 49091 17.33 Monticello Indiana 47960 17.34 Cedar Rapids Iowa 52404 17.35 Fort Morgan Colorado 80701 17.36 Warsaw Indiana 46580 17.37 Sturgis Michigan 49091 18 57,102,000 334,865.93 5.79500% 117 18.01 Forney Texas 75126 18.02 St. Rose Louisiana 70087 18.03 Carrollton Texas 75006 18.04 Carrollton Texas 75006 18.05 Dallas Texas 75220 18.06 El Paso Texas 79906 18.07 Dallas Texas 75212 18.08 El Paso Texas 79906 18.09 Columbus Ohio 43207 18.10 El Paso Texas 79906 18.11 Delaware Ohio 43015 18.12 El Paso Texas 79906 18.13 El Paso Texas 79906 19 Chicago Illinois 60610 56,000,000 316,312.45 5.45300% 119 21 Rancho Cucamonga California 91730 50,895,000 299,471.16 5.82600% 82 23 Grapevine Texas 76051 46,500,000 286,520.23 6.25700% 58 33 Hialeah Florida 33012 40,000,000 228,372.02 5.55000% 119 36 South San Francisco California 94080 35,000,000 204,851.22 5.77700% 117 37 34,000,000 204,985.25 6.05200% 117 37.01 Norcross Georgia 30093 37.02 Atlanta Georgia 30340 38 Santa Monica California 90401 34,000,000 195,830.52 5.63000% 118 40 Harrison New York 10528 29,000,000 169,051.95 5.74000% 119 42 Houston Texas 77095 27,410,000 122,279.06 5.28000% 80 45 24,958,938 174,547.64 6.86500% 119 45.01 Honolulu Hawaii 96819 45.02 Honolulu Hawaii 96819 46 24,615,228 672,439.94 5.71000% 115 46.01 Newport Rhode Island 02840 46.02 Pittsburgh Pennsylvania 15219 46.03 Jacksonville Beach Florida 32250 46.04 Cromwell Connecticut 06416 46.05 Edina Minnesota 55435 46.06 Chattanooga Tennessee 37402 46.07 Durham North Carolina 27701 46.08 Paramus New Jersey 07652 46.09 Charleston West Virginia 25301 46.10 Shreveport Louisiana 71129 46.11 Augusta Georgia 30909 47 21,920,000 130,506.85 5.93500% 116 47.01 Honolulu Hawaii 96801 47.02 Honolulu Hawaii 96801 48 Birmingham Alabama 35205 21,000,000 126,310.93 6.03000% 117 53 Manchester Connecticut 06040 17,427,059 102,626.07 5.79500% 116 54 Hoffman Estates Illinois 60194 19,380,000 111,134.33 5.59000% 116 55 Chatsworth California 91311 18,600,000 105,608.75 5.50000% 116 56 Sterling Virginia 20164 18,100,000 105,580.70 5.74600% 116 58 San Diego California 92111 17,750,000 104,284.34 5.81200% 94 60 Coral Springs Florida 33065 17,500,000 100,022.86 5.56000% 119 63 Whitehall Pennsylvania 18052 16,423,444 115,608.41 5.72500% 118 66 Miami Florida 33156 15,750,000 93,116.87 5.87000% 116 67 Danbury Connecticut 06810 15,625,000 99,223.49 6.54500% 118 69 Aiea Hawaii 96701 15,000,000 86,206.46 5.61000% 59 70 Bridgewater New Jersey 08807 14,805,000 86,228.74 5.73200% 120 72 Rosemont California 95826 14,300,000 67,901.83 5.62000% 63 73 Honolulu Hawaii 96814 14,000,000 63,815.86 5.39500% 118 74 Newark California 94560 14,000,000 81,949.39 5.77800% 118 75 Tampa Florida 33610 13,825,000 85,302.82 6.27000% 57 76 Houston Texas 77027 13,600,000 79,711.83 5.79000% 116 78 Pomona New York 10970 12,500,000 68,060.87 5.12500% 116 79 The Woodlands Texas 77380 12,500,000 74,984.00 6.00500% 118 80 Bridgeport Connecticut 06606 12,200,000 67,142.34 5.22000% 91 81 Chicago Illinois 60601 11,500,000 64,935.43 5.45000% 119 82 Miami Florida 33130 8,150,000 40,937.24 5.94500% 119 83 Miami Florida 33130 3,300,000 16,575.82 5.94500% 119 84 Virginia Beach Virginia 23451 11,200,000 70,663.10 5.78000% 115 86 10,965,001 68,936.06 5.71000% 118 86.01 Shreveport Louisiana 71105 86.02 Shreveport Louisiana 71105 86.03 Shreveport Louisiana 71115 86.04 Shreveport Louisiana 71118 86.05 Shreveport Louisiana 71106 91 Oakland California 94612 10,300,000 63,331.81 6.23700% 119 94 Newton Massachusetts 02458 10,200,000 50,070.90 5.81000% 58 95 Atlanta Georgia 30328 10,000,000 50,440.97 5.97000% 82 96 Atlanta Georgia 30328 10,000,000 50,440.97 5.97000% 82 97 9,968,889 63,668.21 5.87500% 118 97.01 Phoenix Arizona 85018 97.02 Gilbert Arizona 85233 100 9,550,000 65,110.27 6.60500% 60 100.01 Andover Massachusetts 01810 100.02 South Burlington Vermont 05402 105 Elkridge Maryland 21075 8,500,000 50,123.28 5.84600% 119 107 Boynton Beach Florida 33426 8,175,000 48,321.64 5.86800% 117 111 The Woodlands Texas 77385 7,720,000 45,568.08 5.85500% 118 113 Daytona Beach Florida 32118 7,500,000 40,872.40 6.45000% 59 114 Lewisville Texas 75067 7,500,000 44,797.66 5.96500% 118 115 Portland Oregon 97220 7,456,107 48,116.50 5.95500% 116 116 Mesquite Texas 75149 7,350,000 43,901.71 5.96500% 118 117 Durham North Carolina 27705 7,234,418 43,630.69 6.03500% 118 118 7,190,329 42,682.79 5.89500% 119 118.01 Pearland Texas 77581 118.02 Flower Mound Texas 75028 118.03 Fort Worth Texas 76179 118.04 Summerville South Carolina 29483 120 Long Beach California 90803 7,062,506 40,670.11 5.58000% 115 122 Andover Massachusetts 01810 7,000,000 41,430.02 5.88000% 82 123 6,990,564 41,340.56 5.86000% 119 123.01 Tomball Texas 77375 123.02 Pasadena Texas 77505 123.03 Wake Forest North Carolina 27587 123.04 Bluffton South Carolina 29910 124 Metairie Louisiana 70130 6,890,703 40,772.02 5.86500% 119 128 Los Angeles California 90013 6,500,000 36,034.28 5.28500% 116 130 Charlotte North Carolina 28211 6,000,000 35,222.86 5.55000% 111 131 Los Angeles California 90005 6,000,000 34,850.65 5.70700% 118 132 Chicago Illinois 60611 5,880,000 33,618.78 5.56300% 117 133 Lakeland Tennessee 38002 5,826,748 33,906.49 5.70300% 118 136 Marrero Louisiana 70072 5,487,666 32,183.91 5.77500% 118 138 American Fork Utah 84003 5,228,025 30,280.29 5.66000% 118 147 Newnan Georgia 30265 4,425,000 27,303.07 6.27000% 57 150 American Fork Utah 84003 4,315,116 24,992.80 5.66000% 118 156 Las Vegas Nevada 89147 3,987,564 23,495.60 5.81000% 117 159 Columbus Ohio 43240 3,900,000 22,045.99 5.46000% 116 161 Chicago Illinois 60611 3,800,000 21,726.42 5.56300% 117 163 Hammond Louisiana 70403 3,656,604 21,144.11 5.64500% 118 165 Granite Bay California 95746 3,400,000 20,581.87 6.09000% 118 167 Albany Georgia 31707 3,200,000 20,054.13 5.71000% 119 168 Covington Louisiana 70435 3,192,669 18,461.43 5.64500% 118 169 Mandeville Louisiana 70471 3,127,818 18,086.43 5.64500% 118 177 Vancouver Washington 98661 2,596,534 15,538.20 5.97000% 119 181 Rancho Santa Margarita California 92688 2,388,901 13,238.02 5.24000% 116 182 San Jose California 95132 2,300,000 13,480.67 5.79000% 118 183 Tavares Florida 32778 2,088,954 12,055.66 5.60000% 115 184 Vancouver Washington 98684 2,087,207 12,345.90 5.81800% 114 185 Warren Michigan 48089 2,000,000 11,576.34 5.67500% 117 188 Schertz Texas 78154 1,392,238 7,802.98 5.33300% 115 Remaining Interest Control Amortization Accrual Subservicing Servicing Administrative Ground Number Maturity Date Term (Mos.) Method Fee Rate (%) Fee Rate (%) Fee Rate (%) Lease Y/N - ------------------------------------------------------------------------------------------------------------------------------------ 3 2/6/2011 300 Actual/360 0.02000% 0.02050% 3.01 No 3.02 No 3.03 No 3.04 No 3.05 No 3.06 No 3.07 No 3.08 No 4 7/6/2012 0 Actual/360 0.03000% 0.02000% 0.05050% 4.01 No 4.02 No 4.03 No 4.04 No 4.05 No 4.06 No 4.07 No 4.08 No 4.09 No 5 1/6/2016 360 Actual/360 0.02000% 0.02050% No 8 11/6/2015 0 Actual/360 0.02000% 0.02050% 8.01 No 8.02 No 8.03 No 8.04 No 8.05 No 8.06 No 8.07 No 8.08 No 9 2/6/2011 0 Actual/360 0.02000% 0.02050% No 10 1/6/2011 360 Actual/360 0.02000% 0.02050% 10.01 No 10.02 No 10.03 No 10.04 No 10.05 No 10.06 No 10.07 No 10.08 No 10.09 No 10.10 No 10.11 No 10.12 No 10.13 No 10.14 No 11 11/6/2010 360 Actual/360 0.02000% 0.02050% 11.01 No 11.02 No 11.03 No 12 12/6/2015 360 Actual/360 0.02000% 0.02050% No 13 11/6/2010 0 Actual/360 0.02000% 0.02050% Yes 14 1/6/2016 324 Actual/360 0.02000% 0.02050% No 16 11/6/2010 0 Actual/360 0.02000% 0.02050% Yes 17 3/6/2011 0 Actual/360 0.02000% 0.02050% 17.01 No 17.02 No 17.03 No 17.04 No 17.05 No 17.06 No 17.07 No 17.08 No 17.09 No 17.10 No 17.11 No 17.12 No 17.13 No 17.14 No 17.15 No 17.16 No 17.17 No 17.18 No 17.19 No 17.20 No 17.21 No 17.22 No 17.23 No 17.24 No 17.25 No 17.26 No 17.27 No 17.28 No 17.29 No 17.30 No 17.31 No 17.32 No 17.33 No 17.34 No 17.35 No 17.36 No 17.37 No 18 12/6/2015 360 Actual/360 0.02000% 0.02050% 18.01 No 18.02 No 18.03 No 18.04 No 18.05 No 18.06 Yes 18.07 No 18.08 Yes 18.09 No 18.10 Yes 18.11 No 18.12 Yes 18.13 Yes 19 2/6/2016 360 Actual/360 0.02000% 0.02050% No 21 1/6/2013 360 Actual/360 0.02000% 0.02050% No 23 1/6/2011 360 Actual/360 0.02000% 0.02050% No 33 2/6/2016 360 Actual/360 0.02000% 0.02050% No 36 12/6/2015 360 Actual/360 0.02000% 0.02050% No 37 12/6/2015 360 Actual/360 0.02000% 0.02050% 37.01 No 37.02 No 38 1/6/2016 360 Actual/360 0.02000% 0.02050% Yes 40 2/6/2016 360 Actual/360 0.02000% 0.02050% Yes 42 11/6/2012 0 Actual/360 0.02000% 0.02050% No 45 2/6/2016 299 Actual/360 0.02000% 0.02050% 45.01 Yes 45.02 Yes 46 10/6/2015 295 Actual/360 0.02000% 0.02050% 46.01 No 46.02 Yes 46.03 No 46.04 No 46.05 No 46.06 Yes 46.07 Yes 46.08 Yes 46.09 Yes 46.10 No 46.11 No 47 11/6/2015 360 Actual/360 0.02000% 0.02050% 47.01 Yes 47.02 Yes 48 12/6/2015 360 Actual/360 0.02000% 0.02050% No 53 11/6/2015 356 Actual/360 0.02000% 0.02050% No 54 11/6/2015 360 Actual/360 0.02000% 0.02050% No 55 11/6/2015 360 Actual/360 0.02000% 0.02050% No 56 11/6/2015 360 Actual/360 0.02000% 0.02050% No 58 1/6/2014 360 Actual/360 0.02000% 0.02050% No 60 2/6/2016 360 Actual/360 0.02000% 0.02050% No 63 1/6/2016 238 Actual/360 0.02000% 0.02050% No 66 11/6/2015 360 Actual/360 0.02000% 0.02050% No 67 1/6/2016 360 Actual/360 0.02000% 0.02050% No 69 2/6/2011 360 Actual/360 0.02000% 0.02050% Yes 70 3/6/2016 360 Actual/360 0.02000% 0.02050% No 72 6/6/2011 0 Actual/360 0.02000% 0.02050% No 73 1/6/2016 0 Actual/360 0.02000% 0.02050% No 74 1/6/2016 360 Actual/360 0.02000% 0.02050% No 75 12/6/2010 360 Actual/360 0.02000% 0.02050% No 76 11/6/2015 360 Actual/360 0.02000% 0.02050% No 78 11/6/2015 360 Actual/360 0.02000% 0.02050% No 79 1/6/2016 360 Actual/360 0.02000% 0.02050% No 80 10/6/2013 360 Actual/360 0.02000% 0.02050% No 81 2/6/2016 360 Actual/360 0.02000% 0.02050% Yes 82 2/6/2016 0 Actual/360 0.02000% 0.02050% No 83 2/6/2016 0 Actual/360 0.02000% 0.02050% No 84 10/6/2015 300 Actual/360 0.02000% 0.02050% No 86 1/6/2016 298 Actual/360 0.02000% 0.02050% 86.01 No 86.02 No 86.03 No 86.04 No 86.05 No 91 2/6/2016 360 Actual/360 0.02000% 0.02050% No 94 1/6/2011 0 Actual/360 0.02000% 0.02050% No 95 1/6/2013 0 Actual/360 0.02000% 0.02050% No 96 1/6/2013 0 Actual/360 0.02000% 0.02050% No 97 1/6/2016 298 Actual/360 0.02000% 0.02050% 97.01 No 97.02 No 100 3/6/2011 300 Actual/360 0.02000% 0.02050% 100.01 Yes 100.02 Yes 105 2/6/2016 360 Actual/360 0.02000% 0.02050% No 107 12/6/2015 360 Actual/360 0.02000% 0.02050% No 111 1/6/2016 360 Actual/360 0.02000% 0.02050% No 113 2/6/2011 0 Actual/360 0.02000% 0.02050% No 114 1/6/2016 360 Actual/360 0.02000% 0.02050% No 115 11/6/2015 296 Actual/360 0.02000% 0.02050% Yes 116 1/6/2016 360 Actual/360 0.02000% 0.02050% No 117 1/6/2016 358 Actual/360 0.02000% 0.02050% No 118 2/6/2016 359 Actual/360 0.02000% 0.02050% 118.01 No 118.02 No 118.03 No 118.04 No 120 10/6/2015 355 Actual/360 0.02000% 0.02050% No 122 1/6/2013 360 Actual/360 0.02000% 0.02050% No 123 2/6/2016 359 Actual/360 0.02000% 0.02050% 123.01 No 123.02 No 123.03 No 123.04 No 124 2/6/2016 359 Actual/360 0.02000% 0.02050% No 128 11/6/2015 360 Actual/360 0.02000% 0.02050% No 130 6/6/2015 336 Actual/360 0.02000% 0.02050% No 131 1/6/2016 360 Actual/360 0.02000% 0.02050% No 132 12/6/2015 360 Actual/360 0.02000% 0.02050% No 133 1/6/2016 358 Actual/360 0.02000% 0.02050% No 136 1/6/2016 358 Actual/360 0.02000% 0.02050% No 138 1/6/2016 358 Actual/360 0.02000% 0.02050% No 147 12/6/2010 360 Actual/360 0.02000% 0.02050% No 150 1/6/2016 358 Actual/360 0.02000% 0.02050% No 156 12/6/2015 357 Actual/360 0.02000% 0.02050% No 159 11/6/2015 360 Actual/360 0.02000% 0.02050% No 161 12/6/2015 360 Actual/360 0.02000% 0.02050% No 163 1/6/2016 358 Actual/360 0.02000% 0.02050% No 165 1/6/2016 360 Actual/360 0.02000% 0.02050% No 167 2/6/2016 300 Actual/360 0.02000% 0.02050% No 168 1/6/2016 358 Actual/360 0.02000% 0.02050% No 169 1/6/2016 358 Actual/360 0.02000% 0.02050% No 177 2/6/2016 359 Actual/360 0.02000% 0.02050% No 181 11/6/2015 356 Actual/360 0.02000% 0.02050% No 182 1/6/2016 360 Actual/360 0.02000% 0.02050% No 183 10/6/2015 355 Actual/360 0.02000% 0.02050% No 184 9/6/2015 354 Actual/360 0.02000% 0.02050% No 185 12/6/2015 360 Actual/360 0.02000% 0.02050% No 188 10/6/2015 355 Actual/360 0.02000% 0.02050% No Crossed With Control Mortgage Other Loans Companion Loan Companion Loan Number Loan Seller Prepayment Provision (1) (Crossed Group) Flag Cut-off Balance - ------------------------------------------------------------------------------------------------------------------------------------ 3 GCFP Lockout/25_Defeasance/31_0%/4 3.01 3.02 3.03 3.04 3.05 3.06 3.07 3.08 4 GCFP Lockout/32_Defeasance/48_0%/4 Yes 200,000,000.00 4.01 4.02 4.03 4.04 4.05 4.06 4.07 4.08 4.09 5 GCFP Lockout/26_Defeasance/90_0%/4 8 GCFP Lockout/28_Defeasance/88_0%/4 8.01 8.02 8.03 8.04 8.05 8.06 8.07 8.08 9 GCFP Lockout/25_Defeasance/32_0%/3 10 GCFP Lockout/26_Defeasance/30_0%/4 10.01 10.02 10.03 10.04 10.05 10.06 10.07 10.08 10.09 10.10 10.11 10.12 10.13 10.14 11 GCFP Lockout/28_Defeasance/28_0%/4 11.01 11.02 11.03 12 GCFP Lockout/27_Defeasance/89_0%/4 13 GCFP Lockout/28_Defeasance/28_0%/4 14 GCFP Lockout/26_Defeasance/90_0%/4 16 GCFP Lockout/28_Defeasance/28_0%/4 17 GCFP Lockout/24_Defeasance/33_0%/3 17.01 17.02 17.03 17.04 17.05 17.06 17.07 17.08 17.09 17.10 17.11 17.12 17.13 17.14 17.15 17.16 17.17 17.18 17.19 17.20 17.21 17.22 17.23 17.24 17.25 17.26 17.27 17.28 17.29 17.30 17.31 17.32 17.33 17.34 17.35 17.36 17.37 18 GCFP Lockout/27_Defeasance/90_0%/3 18.01 18.02 18.03 18.04 18.05 18.06 18.07 18.08 18.09 18.10 18.11 18.12 18.13 19 GCFP Lockout/25_Defeasance/92_0%/3 21 GCFP Lockout/26_Defeasance/54_0%/4 23 GCFP Lockout/26_Defeasance/30_0%/4 33 GCFP Lockout/25_Defeasance/91_0%/4 36 GCFP Lockout/27_Defeasance/90_0%/3 37 GCFP Lockout/27_Defeasance/89_0%/4 37.01 37.02 38 GCFP Lockout/26_Defeasance/90_0%/4 40 GCFP Lockout/25_Defeasance/91_0%/4 42 GCFP Lockout/28_Defeasance/52_0%/4 45 GCFP Lockout/25_Defeasance/92_0%/3 45.01 45.02 46 GCFP Lockout/29_Defeasance/88_0%/3 Yes 81,885,336.29 46.01 46.02 46.03 46.04 46.05 46.06 46.07 46.08 46.09 46.10 46.11 47 GCFP Lockout/28_Defeasance/88_0%/4 47.01 47.02 48 GCFP Lockout/27_Defeasance/89_0%/4 53 GCFP Lockout/28_Defeasance/89_0%/3 54 GCFP Lockout/28_Defeasance/89_0%/3 55 GCFP Lockout/28_Defeasance/89_0%/3 56 GCFP Lockout/28_Defeasance/88_0%/4 58 GCFP Lockout/26_Defeasance/66_0%/4 60 GCFP Lockout/25_Defeasance/91_0%/4 63 GCFP Lockout/26_Defeasance/90_0%/4 66 GCFP Lockout/28_Defeasance/88_0%/4 67 GCFP Lockout/26_Defeasance/91_0%/3 69 GCFP Lockout/25_Defeasance/31_0%/4 70 GCFP Lockout/24_Defeasance/92_0%/4 72 GCFP Lockout/27_Defeasance/32_0%/7 73 GCFP Lockout/26_Defeasance/90_0%/4 74 GCFP Lockout/26_Defeasance/91_0%/3 75 GCFP Lockout/27_Defeasance/29_0%/4 76 GCFP Lockout/28_Defeasance/88_0%/4 78 GCFP Lockout/28_Defeasance/88_0%/4 79 GCFP Lockout/26_Defeasance/90_0%/4 80 GCFP Lockout/29_Defeasance/62_0%/5 81 GCFP Lockout/25_Defeasance/92_0%/3 82 GCFP Lockout/25_Defeasance/91_0%/4 Group C 83 GCFP Lockout/25_Defeasance/91_0%/4 Group C 84 GCFP Lockout/29_Defeasance/87_0%/4 86 GCFP Lockout/26_Defeasance/90_0%/4 86.01 86.02 86.03 86.04 86.05 91 GCFP Lockout/25_Defeasance/91_0%/4 94 GCFP Lockout/26_Defeasance/31_0%/3 95 GCFP Lockout/26_Defeasance/55_0%/3 96 GCFP Lockout/26_Defeasance/55_0%/3 97 GCFP Lockout/26_Defeasance/91_0%/3 97.01 97.02 100 GCFP > YM or 8%/24_Defeasance/33_0%/3 100.01 100.02 105 GCFP Lockout/25_Defeasance/91_0%/4 107 GCFP Lockout/27_Defeasance/90_0%/3 111 GCFP Lockout/26_Defeasance/90_0%/4 113 GCFP Lockout/25_Defeasance/31_0%/4 114 GCFP Lockout/26_Defeasance/90_0%/4 115 GCFP Lockout/28_Defeasance/88_0%/4 116 GCFP Lockout/26_Defeasance/90_0%/4 117 GCFP Lockout/26_Defeasance/90_0%/4 118 GCFP Lockout/36_> YM or 1%/80_0%/4 118.01 118.02 118.03 118.04 120 GCFP Lockout/29_Defeasance/87_0%/4 122 GCFP Lockout/26_Defeasance/54_0%/4 123 GCFP Lockout/36_> YM or 1%/80_0%/4 123.01 123.02 123.03 123.04 124 GCFP Lockout/25_Defeasance/91_0%/4 128 GCFP Lockout/28_Defeasance/88_0%/4 130 GCFP Lockout/36_> YM+1% or 2%/80_0%/4 131 GCFP Lockout/26_Defeasance/91_0%/3 132 GCFP Lockout/27_Defeasance/89_0%/4 133 GCFP Lockout/26_Defeasance/90_0%/4 136 GCFP Lockout/26_Defeasance/90_0%/4 138 GCFP Lockout/59_> YM or 1%/57_0%/4 147 GCFP Lockout/27_Defeasance/29_0%/4 150 GCFP Lockout/59_> YM or 1%/57_0%/4 156 GCFP Lockout/27_Defeasance/89_0%/4 159 GCFP Lockout/28_Defeasance/88_0%/4 161 GCFP Lockout/27_Defeasance/89_0%/4 163 GCFP Lockout/26_Defeasance/90_0%/4 165 GCFP Lockout/26_Defeasance/91_0%/3 167 GCFP Lockout/36_> YM or 1%/80_0%/4 168 GCFP Lockout/26_Defeasance/90_0%/4 169 GCFP Lockout/26_Defeasance/90_0%/4 177 GCFP Lockout/25_Defeasance/91_0%/4 181 GCFP Lockout/28_Defeasance/88_0%/4 182 GCFP Lockout/59_> YM or 1%/57_0%/4 183 GCFP Lockout/29_Defeasance/87_0%/4 184 GCFP Lockout/30_Defeasance/86_0%/4 185 GCFP Lockout/27_Defeasance/90_0%/3 188 GCFP Lockout/58_> YM or 1%/58_0%/4 Companion Loan Companion Loan Companion Loan Remaining Remaining Companion Loan Subordinate Control Monthly Companion Loan Term To Amortization Term Servicing Companion Loan Number Payment Interest Rate Maturity (Mos.) (Mos.) Fees Flag - ------------------------------------------------------------------------------------------------------------------------------------ 3 3.01 3.02 3.03 3.04 3.05 3.06 3.07 3.08 4 882,083.33 5.22000% 76 0 0.01000% 4.01 4.02 4.03 4.04 4.05 4.06 4.07 4.08 4.09 5 8 8.01 8.02 8.03 8.04 8.05 8.06 8.07 8.08 9 10 10.01 10.02 10.03 10.04 10.05 10.06 10.07 10.08 10.09 10.10 10.11 10.12 10.13 10.14 11 11.01 11.02 11.03 12 13 14 Yes 16 17 Yes 17.01 17.02 17.03 17.04 17.05 17.06 17.07 17.08 17.09 17.10 17.11 17.12 17.13 17.14 17.15 17.16 17.17 17.18 17.19 17.20 17.21 17.22 17.23 17.24 17.25 17.26 17.27 17.28 17.29 17.30 17.31 17.32 17.33 17.34 17.35 17.36 17.37 18 18.01 18.02 18.03 18.04 18.05 18.06 18.07 18.08 18.09 18.10 18.11 18.12 18.13 19 21 23 33 36 37 37.01 37.02 38 40 42 45 45.01 45.02 46 517,020.46 5.71000% 115 295 0.01000% Yes 46.01 46.02 46.03 46.04 46.05 46.06 46.07 46.08 46.09 46.10 46.11 47 47.01 47.02 48 53 Yes 54 55 56 58 60 63 66 67 69 70 72 73 74 75 76 78 79 80 81 82 83 84 86 86.01 86.02 86.03 86.04 86.05 91 94 95 96 97 97.01 97.02 100 100.01 100.02 105 107 111 113 114 115 116 117 118 118.01 118.02 118.03 118.04 120 122 123 123.01 123.02 123.03 123.04 124 128 130 131 132 133 136 138 147 150 156 159 161 163 165 167 168 169 177 181 182 183 184 185 188 Subordinate Subordinate Companion Subordinate Subordinate Subordinate Companion Loan Loan Remaining Control Companion Loan Companion Loan Companion Loan Remaining Term To Amortization Term Number Cut-off Balance Monthly Payment Interest Rate Maturity (Mos.) (Mos.) - ------------------------------------------------------------------------------------------------------------------------------------ 3 3.01 3.02 3.03 3.04 3.05 3.06 3.07 3.08 4 4.01 4.02 4.03 4.04 4.05 4.06 4.07 4.08 4.09 5 8 8.01 8.02 8.03 8.04 8.05 8.06 8.07 8.08 9 10 10.01 10.02 10.03 10.04 10.05 10.06 10.07 10.08 10.09 10.10 10.11 10.12 10.13 10.14 11 11.01 11.02 11.03 12 13 14 8,090,000.00 52,431.67 6.38300% 118 324 16 17 4,700,000.00 25,811.92 6.50000% 60 0 17.01 17.02 17.03 17.04 17.05 17.06 17.07 17.08 17.09 17.10 17.11 17.12 17.13 17.14 17.15 17.16 17.17 17.18 17.19 17.20 17.21 17.22 17.23 17.24 17.25 17.26 17.27 17.28 17.29 17.30 17.31 17.32 17.33 17.34 17.35 17.36 17.37 18 18.01 18.02 18.03 18.04 18.05 18.06 18.07 18.08 18.09 18.10 18.11 18.12 18.13 19 21 23 33 36 37 37.01 37.02 38 40 42 45 45.01 45.02 46 11,101,024.78 70,189.44 5.71000% 115 295 46.01 46.02 46.03 46.04 46.05 46.06 46.07 46.08 46.09 46.10 46.11 47 47.01 47.02 48 53 1,991,663.90 11,728.69 5.79500% 116 356 54 55 56 58 60 63 66 67 69 70 72 73 74 75 76 78 79 80 81 82 83 84 86 86.01 86.02 86.03 86.04 86.05 91 94 95 96 97 97.01 97.02 100 100.01 100.02 105 107 111 113 114 115 116 117 118 118.01 118.02 118.03 118.04 120 122 123 123.01 123.02 123.03 123.04 124 128 130 131 132 133 136 138 147 150 156 159 161 163 165 167 168 169 177 181 182 183 184 185 188 Subordinate Companion Loan Control Servicing Number Fees - ------------------------------------------------------------------------------------------------------------------------------------ 3 3.01 3.02 3.03 3.04 3.05 3.06 3.07 3.08 4 4.01 4.02 4.03 4.04 4.05 4.06 4.07 4.08 4.09 5 8 8.01 8.02 8.03 8.04 8.05 8.06 8.07 8.08 9 10 10.01 10.02 10.03 10.04 10.05 10.06 10.07 10.08 10.09 10.10 10.11 10.12 10.13 10.14 11 11.01 11.02 11.03 12 13 14 1bp (Wach - GG6) 16 17 1bp (Wach - GG6) 17.01 17.02 17.03 17.04 17.05 17.06 17.07 17.08 17.09 17.10 17.11 17.12 17.13 17.14 17.15 17.16 17.17 17.18 17.19 17.20 17.21 17.22 17.23 17.24 17.25 17.26 17.27 17.28 17.29 17.30 17.31 17.32 17.33 17.34 17.35 17.36 17.37 18 18.01 18.02 18.03 18.04 18.05 18.06 18.07 18.08 18.09 18.10 18.11 18.12 18.13 19 21 23 33 36 37 37.01 37.02 38 40 42 45 45.01 45.02 46 1bp (Wach - GG5) 46.01 46.02 46.03 46.04 46.05 46.06 46.07 46.08 46.09 46.10 46.11 47 47.01 47.02 48 53 1bp (Wach - GG6) 54 55 56 58 60 63 66 67 69 70 72 73 74 75 76 78 79 80 81 82 83 84 86 86.01 86.02 86.03 86.04 86.05 91 94 95 96 97 97.01 97.02 100 100.01 100.02 105 107 111 113 114 115 116 117 118 118.01 118.02 118.03 118.04 120 122 123 123.01 123.02 123.03 123.04 124 128 130 131 132 133 136 138 147 150 156 159 161 163 165 167 168 169 177 181 182 183 184 185 188
1 The Open Period is inclusive of the Maturity Date. 2 Companion Loan Servicing Fee represents the fee paid to the 2005-GG5 Servicer. 3 The Monthly Payment for the Loan and the Subordinate Companion Loan is a calculated average of the future principal and interest payments for the 12-month period beginning with the payment in April 2006 thru the payment in March 2007. The Underwritten DSCR on NCF is based on the required amortization schedule and interest payments for the 12-month period beginning with the payment in April 2006 through the payment in March 2007. 4 The interest rate is equal to 4.530% through November 5, 2006; 4.655% through November 5, 2007; 4.780% through November 5, 2008; 4.905% through November 5, 2009; 5.160% through November 5, 2010; and 5.280% thereafter. The Monthly Payment, Annual Payment and DSCR are calculated based on the final interest rate of 5.280%. 5 Upon securitization of the subordinate companion loan, the servicing fee shall be 5bps. 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. 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. 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 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 ING Clarion Capital, 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. Exhibit B-23-1 LIST OF MORTGAGE LOANS WITH CURRENT MEZZANINE DEBT LOAN # MORTGAGE LOAN - ------------------------------------------------------------------------------- 05-0650 Maryland Multifamily Portfolio - ------------------------------------------------------------------------------- 05-1237 Millennium in Midtown - ------------------------------------------------------------------------------- 05-1192 Atrium at Empire Lakes - ------------------------------------------------------------------------------- 05-1233 Monte Bello Apartments (Partridge Pointe) - ------------------------------------------------------------------------------- Exhibit B-23-2 LIST OF CROSS-COLLATERALIZED AND CROSS DEFAULTED MORTGAGE LOANS LOAN # MORTGAGE LOAN - ------------------------------------------------------------------------------- 05-1468 Brickell Marketplace & Village Portico. - ------------------------------------------------------------------------------- Exhibit B-24 LIST OF MORTGAGE LOANS WITH POST-DUE DILIGENCE DELIVERY MODIFICATIONS LOAN # NAME OF LOAN DESCRIPTION OF MODIFICATION - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Exhibit B-26 LIST OF MORTGAGE LOANS WITH PERMITTED RELEASE IN CONNECTION WITH THE SUBSTITUTION OF A REPLACEMENT MORTGAGED PROPERTY LOAN # MORTGAGE LOAN - -------------------------------------------------------------------------------- 05-1007 COPT Portfolio - -------------------------------------------------------------------------------- 05-1016 Sealy Industrial Portfolio II - -------------------------------------------------------------------------------- Exhibit B-38 LIST OF MORTGAGE LOANS WITH AFFILIATED BORROWERS LOAN # MORTGAGE LOAN - -------------------------------------------------------------------------------- 05-1465, 05-1033 1625 & 1675 Broadway, 313 Washington Street - -------------------------------------------------------------------------------- 05-1163, 05-1057, 05-1055 Showplace Portfolio, Met Park East, Park Place - -------------------------------------------------------------------------------- 05-1192, 05-1193 Atrium at Empire Lakes, 5751-5771 Copley Drive - -------------------------------------------------------------------------------- Hilton DFW, Hilton Garden Inn Tampa, 05-1294, 05-1245, 05-1246 SpringHill Suites by Marriott - -------------------------------------------------------------------------------- 05-0701, 05-1006 Reid Murdoch Center, Goodman Theater - -------------------------------------------------------------------------------- 05-1434, 05-1435 Century Springs East, Century Springs West - -------------------------------------------------------------------------------- 05-1335, 05-1334 25025 North Freeway, Southwood Tower - -------------------------------------------------------------------------------- Wellington Park Apartments, Pine Oaks 05-1503, 05-1504 Apartments - -------------------------------------------------------------------------------- 2 East Oak Street, 100 East Walton Street 05-1054, 05-1318 Garage - -------------------------------------------------------------------------------- C&R North Pointe Building A, C&R North Pointe 05-1196, 05-1197 Building B - -------------------------------------------------------------------------------- Iron Gate Storage at Pearson Airport, Iron 05-0802, 05-0803 Gate Storage at Cascade Park - -------------------------------------------------------------------------------- Exhibit B-39 MORTGAGE LOANS SECURED BY A LEASEHOLD INTEREST IN ALL OR A MATERIAL PORTION OF THE RELATED MORTGAGED PROPERTY LOAN # MORTGAGE LOAN/ MORTGAGED PROPERTY - ------------------------------------------------------------------------------- 05-0683 Shaner Hotel Portfolio - Marriott-Pittsburgh, PA 05-0683 Shaner Hotel Portfolio - Marriott- Chattanooga, TN 05-0683 Shaner Hotel Portfolio - Marriott-Durham, NC 05-0683 Shaner Hotel Portfolio - Paramus Crowne Plaza Shaner Hotel Portfolio - Holiday Inn Express- 05-0683 Charleston, WV 05-1057 Met Park East 05-1055 Park Place 05-1016 Sealy Industrial Portfolio II 05-0781 1733 Ocean Avenue 05-1478 Saxon Woods 05-1411 Hawaii Airport Hotels 05-0964 Ocean View Center & Haseko Center 05-1312 Pearlridge Shopping Center 05-1502 First Insurance Bank 05-1043 Hampton Inn - Portland, OR - ------------------------------------------------------------------------------- 2006-GG6 EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES - -------------------------------------------------------------------------------- 13. INSURANCE. - -------------------------------------------------------------------------------- Drive Time Portfolio: Rental/business interruption insurance was not required for 05-0944 this Mortgage Loan. - -------------------------------------------------------------------------------- 23. TRANSFERS AND SUBORDINATE DEBT. - -------------------------------------------------------------------------------- 05-1465 1625 & 1675 Broadway: The loan documents permit future mezzanine debt secured by a pledge of equity interests in the borrower, subject to the satisfaction of certain conditions, including but not limited to (i) rating agency "no downgrade" confirmation and (ii) a combined LTV not to exceed 80%. - -------------------------------------------------------------------------------- 05-1057 Met Park East: The loan documents permit future mezzanine debt secured by a pledge of equity interests in the borrower, subject to the satisfaction of certain conditions, including but not limited to (i) rating agency "no downgrade" confirmation and (ii) a combined LTV not to exceed 80%. - -------------------------------------------------------------------------------- 05-1055 Park Place: The loan documents permit future mezzanine debt, subject to the satisfaction of certain conditions, including but not limited to (i) rating agency "no downgrade" confirmation and (ii) a combined LTV not to exceed 80%. - -------------------------------------------------------------------------------- 05-1252 The Crescent: The loan documents permit a transfer of an interest in the borrower or sole member of the borrower to any person provided that (after giving effect to such Transfer) Borrower is controlled by one or more Qualified Equity Holders (as described below and as defined in the loan agreement), so long as no event of default has occurred and is continuing and provided that: (i) if such Transfer would cause any transferee other than a Qualified Equity Holder or a pre-approved member to increase its direct or indirect interest in borrower or in the sole member of the borrower to an amount which equals or exceeds twenty percent (20%), lender shall have approved in its reasonable discretion such proposed transferee, which approval shall be based upon lender's satisfactory determination as to the reputable character and creditworthiness of such proposed transferee, as evidenced by credit and background checks performed by lender and such other financial statements and other information reasonably requested by lender, provided that no proposed holder of twenty percent (20%) or more of the equity in the borrower or in the sole member of the borrower shall be rejected solely on the basis of such person's not possessing an adequate reputable character, unless such person (w) has, at any time within the twelve (12) years preceding the date of determination, filed or otherwise commenced a voluntary bankruptcy or other insolvency proceeding against itself or with respect to all or substantially all of its assets, (x) has, at any time within the twelve (12) years preceding the date of determination, been the subject of an involuntary bankruptcy or insolvency proceeding with respect to itself or all or substantially all of its assets which was not dismissed with sixty (60) days after the filing thereof, (y) has been convicted of a felony or of any crime of moral turpitude, or (z) has been found liable in any civil proceeding (which finding was not reversed on appeal) for fraud, intentional misconduct, gross negligence, recklessness, or material misrepresentation; (ii) if such transfer (x) is a Transfer of a direct interest in the borrower, (y) would cause the transferee together with its affiliates to increase its direct or indirect interest in the borrower or in the sole member of the borrower to an amount which equals or exceeds 49% of the direct or indirect legal or beneficial ownership interests therein, or (z) would result in a change in a change in control of borrower or its sole member, the legal and financial structure of borrower and its members and the single purpose nature and bankruptcy remoteness of borrower and its members after such transfer, shall among other things, satisfy lender's then current applicable underwriting criteria and requirements. A "Qualified Equity Holder" may be, among other things (a) the guarantor or a successor to the guarantor, (b) certain institutional and other parties meeting specified financial tests and (c) any person that receives a rating agency "no downgrade" confirmation in connection with their direct or indirect interest in the borrower. - -------------------------------------------------------------------------------- 05-1363 Balentine Park: The loan documents permit future mezzanine debt subject to the satisfaction of certain conditions, including but not limited to (i) 1.20:1.00 DSCR and (ii) a combined LTV of not greater than 75%. - -------------------------------------------------------------------------------- 05-1245 Hilton Garden Inn Tampa: The loan documents permit future mezzanine or unsecured debt subject to the satisfaction of certain conditions, including but not limited to (i) the loan being fully amortizing over the remaining term of the first or a balloon loan that is coterminous with the first, (ii) a combined LTV of not greater than 75%, (iii) 24 complete loan months have elapsed without default, (iv) no material decline in the net worth, liquidity or credit score of the indemnitor (carve-out guarantor), (v) the actual DSCR is no less than 1.40, (vi) a satisfactory inter-creditor agreement, and (vii) the amount of secondary financing not exceeding either (a) the amount necessary to buy out all equity in borrower, or (b) in the case of an approved loan assumption, the difference between 75% of the purchase price and the then-current loan balance. The loan may be a second mortgage secured by the property if, and only if, the second mortgage request has been approved by the Special Servicer and the Rating Agencies (all who have rated the bonds); approval of Rating Agencies shall not be required for mezzanine or borrower-level unsecured financing. - -------------------------------------------------------------------------------- 05-1033 313 Washington Street: The loan documents permit the borrower to incur future mezzanine debt, subject to the satisfaction of certain conditions, including but not limited to (i) rating agency "no downgrade" confirmation, (ii) a combined LTV between the mortgage loan and the mezzanine loan of not more than 80%. - -------------------------------------------------------------------------------- 05-1503 Wellington Park Apartments: Transfers in the limited partnership interests in borrower or ownership interests in borrower's beneficial owners is freely permitted so long as Philip Wise or Barry Hancock remain responsible for the management of the property and borrower or any replacement management is approved by lender. - -------------------------------------------------------------------------------- 05-1504 Pine Oaks Apartments: Transfers in the limited partnership interests in borrower or ownership interests in borrower's beneficial owners is freely permitted so long as Philip Wise or Barry Hancock remain responsible for the management of the property and borrower or any replacement management is approved by lender. - -------------------------------------------------------------------------------- 05-1170 The Bradbury Building: Borrower may incur future additional financing secured by the ownership interest in the borrower or a junior priority lien on the Mortgaged Property subject to the borrower satisfying certain underwriting requirements and the holder of the subordinate debt entering an intercreditor agreement or subordination and standstill agreement acceptable to lender. - -------------------------------------------------------------------------------- 05-1246 SpringHill Suites by Marriott: The loan documents permit a mezzanine loan or borrower-level unsecured debt subject to certain conditions, including but not limited to (i) the loan fully amortizing over the remaining term of the first or a balloon loan that is coterminous with the first, (ii) a combined LTV not greater than 70.24%, (iii) 24 months must have elapsed without default, (iv) no material decline in the net worth, liquidity or credit score of the Indemnitor (carve-out guarantor), (v) DSCR is no less than 1.40, (vi) a satisfactory inter-creditor agreement, and (vii) the amount of secondary financing not exceeding either (a) the amount necessary to buy out all equity in borrower, or (b) in the case of an approved loan assumption, the difference between 70.24% of the purchase price and the then-current loan balance. The loan may be a second mortgage secured by the property if, and only if, the second mortgage request has been approved by the Special Servicer and the Rating Agencies (all who have rated the bonds); approval of Rating Agencies shall not be required for mezzanine or borrower-level unsecured financing. - -------------------------------------------------------------------------------- 05-1400 Omni III Self Storage: Subordinate debt permitted in connection with the permitted sale of the property subject to 80% LTV and 1.35:1.00 DSCR and other conditions. Subordinate debt is to be secured by pledge of membership interests in borrower, except that subordinate mortgage lien may be permitted subject to rating agency and special servicer approval. - -------------------------------------------------------------------------------- 05-1402 Omni II Self Storage: Subordinate debt permitted in connection with the permitted sale of the property subject to 80% LTV and 1.35:1.00 DSCR and other conditions. Subordinate debt is to be secured by pledge of membership interests in borrower, except that subordinate mortgage lien may be permitted subject to rating agency and special servicer approval. - -------------------------------------------------------------------------------- 05-1401 Omni I Self Storage: Subordinate debt permitted in connection with the permitted sale of the property subject to 80% LTV and 1.35:1.00 DSCR and other conditions. Subordinate debt is to be secured by pledge of membership interests in borrower, except that subordinate mortgage lien may be permitted subject to rating agency and special servicer approval. - -------------------------------------------------------------------------------- 05-1271 2011 N. Capitol Ave.: The loan documents permit, any time after the second anniversary of the closing of the loan, in connection with a transfer and assumption of the loan, the transferee may secure (a) second mortgage financing secured solely by a second mortgage on the Mortgaged Property, (b) mezzanine financing secured solely by a pledge of membership or other equity interests in transferee, or (c) unsecured debt, provided that certain conditions are satisfied in lender's sole and absolute discretion (any debt referred to in (a), (b) or (c) "Subordinate Debt"): (i) at least sixty (60) days prior written notice to lender; (ii) no Event of Default has occurred; (iii) the Subordinate Debt is coterminous with the Mortgage Loan; (iv) a subordination and intercreditor agreement, in form and substance acceptable to lender in its sole discretion, confirming, among other things, that no greater than lesser of (A) the LTV ratio of the Mortgage Loan as of the closing, or (B) 75%; (vi) the aggregate DSCR shall be no less than 1.25 to 1.0; (vii) with respect to second mortgage debt only, Transferee or subordinate debt lender shall have delivered to lender a rating confirmation that each applicable rating agency shall each have confirmed in writing that the second mortgage debt shall not result in a downgrade, qualification, or withdrawal of any rating then in effect for any certificate or other securities issued in connection with the securitization of the loan. - -------------------------------------------------------------------------------- 26. RELEASES OF MORTGAGED PROPERTY. - -------------------------------------------------------------------------------- 05-1292 TBC Corp. Portfolio II: The loan documents permit after the third anniversary of the First P&I Date (as defined in the Note) the release of an individual Mortgaged Property (the "Release Parcel") from the lien of the Mortgage (each a "Partial Release") with the consent of the lender, which may be unreasonably withheld, upon the satisfaction of certain conditions including but not limited to: (a) No Event of Default; (b) borrower delivers to lender: (x) a payment ("Partial Release Payment") equal to one hundred twenty-five percent (125%) of the outstanding indebtedness related to the Partial Release Property immediately prior to the Partial Release to be applied to the repayment of Mortgage Loan and (b) a prepayment fee equal to the Yield Maintenance Premium based solely on the outstanding principal balance of the note to be prepaid, (c) the LTV ratio of the Mortgage Loan after the application Partial Release Payment as described above to the appraised value of the remaining Mortgaged Properties following the Partial Release, shall not exceed 60.0%; and the DSCR is not less than 1.20:1. - -------------------------------------------------------------------------------- 05-1293 TBC Corp. Portfolio III: The loan documents permit after the third anniversary of the First P&I Date (as defined in the Note) the release of an individual Mortgaged Property (the "Release Parcel") from the lien of the Mortgage (each a "Partial Release") with the consent of the lender, which may be unreasonably withheld, upon the satisfaction of certain conditions including but not limited to: (a) No Event of Default; (b) borrower delivers to lender: (x) a payment ("Partial Release Payment") equal to one hundred twenty-five percent (125%) of the outstanding indebtedness related to the Partial Release Property immediately prior to the Partial Release to be applied to the repayment of Mortgage Loan; and (b) a prepayment fee equal to the Yield Maintenance Premium based solely on the outstanding principal balance of the note to be prepaid; (c) the LTV ratio of the Mortgage Loan after the applicable Partial Release Payment as described above to the appraised value of the remaining Mortgaged Properties following the Partial Release, shall not exceed 60.0%; and the DSCR is not less than 1.20:1. - -------------------------------------------------------------------------------- 27. LOCAL LAW COMPLIANCE. - -------------------------------------------------------------------------------- 05-1278 Shreve Storage Portfolio: Each of the five (5) individual Mortgaged Properties which comprise the Shreve Self Storage Portfolio have minor zoning violations. These violations relate to items such as having a residential unit on site for the property manager to a deficiency in parking or minor violations of the setback requirements. These violations are mitigated by the following:(i) Borrower is pursuing either (a) a "Planning Director's Approval" from the Director of the Metropolitan Planning Commission whereby the City would approve the properties as they currently exist (i.e., property would be considered legal conforming) or (b) a zoning variance, (ii) Title Company has agreed to issue a 3.1 zoning endorsement and (iii) Loan is fully recourse to the Borrower and the Guarantors until such time as Borrower satisfies item (i ) above. - -------------------------------------------------------------------------------- 05-1292 TBC Corp. Portfolio II: At the Mortgaged Property in Fort Worth, TX, there were problems identified with the electrical service to the fire pump on the Mortgaged Property which must be remedied prior to the tenant on the Mortgaged Property doing business as NTB receiving its permanent certificate of occupancy. This issue was mitigated by the following: (i) Until such time as Borrower provides evidence to lender that NTB has obtained its permanent certificate of occupancy from the applicable governmental authority for its leased premises on the Mortgaged Property (the "Final CO Condition"), the loan is fully recourse to the Borrower and Guarantor; and (ii) prior to April 11, 2006, to the extent (i) Borrower has not timely satisfied the Final CO Condition and (ii) the Note, instrument and other Loan Documents have not been sold or transferred as part of a secondary market transaction, then the lender shall have the right, to be exercised not more than once during the term of the Mortgaged Loan, to increase the note rate by fifteen (15) basis points. - -------------------------------------------------------------------------------- 38. ORGANIZATION OF MORTGAGORS; AFFILIATION WITH OTHER MORTGAGORS. - -------------------------------------------------------------------------------- See Exhibit B-38 for list of affiliated Various borrowers. - -------------------------------------------------------------------------------- 39. FEE SIMPLE INTEREST. - -------------------------------------------------------------------------------- Various See Exhibit B-39 below. - -------------------------------------------------------------------------------- 40. RECOURSE. - -------------------------------------------------------------------------------- 05-650 Maryland Multifamily Portfolio: Recourse is limited to $10 million in connection with a voluntary bankruptcy, violation of SPE covenants or prohibited transfers. - -------------------------------------------------------------------------------- 05-1272 40-42 Old Ridgebury: Borrower is not liable for breach of the environmental covenants in the related Mortgage Loan documents because GCM has obtained an environmental insurance policy. - -------------------------------------------------------------------------------- 05-0594 Shaw's Supermarket - Bridgeport: Borrower is not liable for breach of the environmental covenants in the related Mortgage Loan documents because GCM has obtained an environmental insurance policy. - -------------------------------------------------------------------------------- 47(B). GROUND LEASE B. - -------------------------------------------------------------------------------- 05-1016 Sealy Industrial Portfolio II: The ground leases provide that following a foreclosure, the mortgagee or the person acquiring the tenant's interest in lieu of foreclosure will succeed to all of the tenant's rights, interests, duties and obligations under the ground lease. The ground leases do not provide for a further assignment by the lender of the tenant's interest in the ground lease without the consent of the ground landlord. - -------------------------------------------------------------------------------- 05-1057 Met Park East: The ground lease prohibits assignment without the prior written consent of ground lessor, which shall not be unreasonably withheld. In the ground lease estoppel, the ground lessor consented to the encumbrance of the leasehold estate with a deed of trust for the benefit of the lender and to the acquisition of the buyer's interest in the ground lease by the lender or a purchaser at foreclosure. Subsequent assignments remain subject to ground lessor's reasonable consent. - -------------------------------------------------------------------------------- 47(C). GROUND LEASE C. - -------------------------------------------------------------------------------- 05-1016 Sealy Industrial Portfolio II: The ground leases cannot be modified, terminated, amended, altered or cancelled without prior written notice to lender; provided, however, that the lender's prior written consent is required for any voluntary surrender of the leased premises. - -------------------------------------------------------------------------------- 05-0683 Shaner Hotel Portfolio - Durham Marriott and Paramus Crowne Plaza: The ground leases for the properties in Paramus, NJ and Durham, NC contain a provision prohibiting modification or amendment of the ground leases without mortgagee consent, but they do not expressly state that any such action taken without mortgagee consent shall not be binding on mortgagee. - -------------------------------------------------------------------------------- 05-1057 Met Park East: There is no requirement to obtain the prior written consent of the lender for amendments, modifications, cancellations, or terminations of the ground lease. The ground lease estoppel does require the ground lessor to provide the lender written notice prior to the execution of any amendment, modification or termination of the ground lease. - -------------------------------------------------------------------------------- 05-1055 Park Place: There is no requirement to obtain the prior written consent of buyer's lender for amendments, modifications, cancellations, or terminations of the ground lease. The ground lease estoppel does require the ground lessor to provide the buyer's lender written notice prior to the execution of any amendment, modification or termination of the ground lease. - -------------------------------------------------------------------------------- 47(E). GROUND LEASE E. - -------------------------------------------------------------------------------- 05-0683 Shaner Hotel Portfolio - Paramus Crowne Plaza: The ground lease for the property in Paramus, NJ contains a provision requiring that mortgagee receive notices of all defaults under the ground lease, but does not state that no notice given is effective unless a copy has been delivered to mortgagee. - -------------------------------------------------------------------------------- 05-1057 Met Park East: Neither the ground lease nor the ground lease estoppel provide that no notice of default given to the ground lessee is effective against the lender unless a copy has been delivered to the lender in the manner described in the ground lease. However, in the event that the ground lessee fails to perform or observe any of the terms, conditions or agreements in the ground lease, or any condition arises which constitutes a default under the ground lease or with the giving of notice and/or the passage of time would constitute a default under the ground lease, the ground lessor is required to give written notice thereof to the lender. In the ground lease estoppel, the ground lessor also agreed that the lender shall have the right, at its option, to cure such defaults during the same time period afforded to the ground lessee under the ground lease, such time period running from the time the lender receives notice of such default. - -------------------------------------------------------------------------------- 05-1055 Park Place: Neither the ground lease nor the ground lease estoppel provide that no notice of default given to the ground lessee is effective against the lender unless a copy has been delivered to the lender in the manner described in the ground lease. However, in the event that the ground lessee fails to perform or observe any of the terms, conditions or agreements in the ground lease, or any condition arises which constitutes a default under the ground lease or with the giving of notice and/or the passage of time would constitute a default under the ground lease, the ground lessor is required to give written notice thereof to the lender. In the ground lease estoppel, the ground lessor also agreed that the lender shall have the right, at its option, to cure such defaults during the same time period afforded to the ground lessee under the ground lease, such time period running from the time landlord gives lender notice of such default. - -------------------------------------------------------------------------------- 47(G). GROUND LEASE G. - -------------------------------------------------------------------------------- 05-0683 Shaner Hotel Portfolio - Durham Marriott: The ground lease with respect to the parking area in Durham, NC only allows an extended cure period of 60 days and does not specifically allow time for foreclosure. - -------------------------------------------------------------------------------- 05-1057 Met Park East: There is not an extended cure period afforded to the lender for the cure of defaults under the ground lease. However, in the event that the ground lessee fails to perform or observe any of the terms, conditions or agreements in the ground lease, or any condition arises which constitutes a default under the lease or with the giving of notice and/or the passage of time would constitute a default under the ground lease, the ground lessor is required to give written notice thereof to the lender. In the ground lease estoppel, the ground lessor also agreed that the lender shall have the right, at its option, to cure such defaults during the same time period afforded to the ground lessee under the ground lease, such time period running from the time the lender receives notice of such default. - -------------------------------------------------------------------------------- 05-1055 Park Place: In the event that the ground lessee fails to perform or observe any of the terms, conditions or agreements in the ground lease, or any condition arises which constitutes a default under the lease or with the giving of notice and/or the passage of time would constitute a default under the ground lease, the ground lessor is required to give written notice thereof to the lender. In the ground lease estoppel, the ground lessor also agreed that the lender has the right, at its option, to cure such defaults during the same time period afforded to the ground lessee under the ground lease. - -------------------------------------------------------------------------------- 47(H). GROUND LEASE H. - -------------------------------------------------------------------------------- 05-0683 Shaner Hotel Portfolio - Charleston, WV Holiday Inn: The ground lease (together with renewal options) for the parking portion of the mortgaged property will expire in 2029, which is more than ten years but less than twenty years after the maturity date of Mortgage Loan. - -------------------------------------------------------------------------------- 05-1057 Met Park East: Although the initial term of the ground lease (together with the extension terms) extends more than 20 years beyond the stated maturity date of the loan, the ground lease will terminate earlier in the event that the ground lease is no longer needed to serve the ground lease's purpose of allowing the ground lessee to meet the City of Seattle's building floor area requirements for the multi-story office building located on the adjacent property owned by the ground lessee. In such case, however, the ground lessee would no longer need the ground lease to ensure that its building on the adjacent property complied with the City's building floor area requirements. - -------------------------------------------------------------------------------- 05-1043 Hampton Inn - Portland, OR: Ground lease term is coterminous with term of fully amortizing Mortgage Loan. - -------------------------------------------------------------------------------- 05-1016 Sealy Industrial Portfolio II: Initial terms of ground leases expire on Aug. 31, 2031. There are two (2) ten (10) year renewal options. - -------------------------------------------------------------------------------- 47(I). GROUND LEASE I. - -------------------------------------------------------------------------------- 05-0683 Shaner Hotel Portfolio - Paramus Crowne Plaza and Durham Marriott: The ground leases for the properties in Paramus, NJ and Durham, NC do not provide that the mortgagee or a trustee appointed by the mortgagee has the right to hold and disburse the insurance proceeds. - -------------------------------------------------------------------------------- 05-1057 Met Park East: The ground lease is for unimproved land. The ground lease does not provide the ground lessor with an interest in insurance proceeds. The ground lease is also silent on the application of condemnation awards in the event of a taking by a governmental authority, although provisions of the ground lease address the situation where the ground lessor (the Washington State Department of Transportation) requires the leased premises for highway or transportation purposes and Seattle's zoning code bulk restrictions remain in effect. In such an event, the ground lessor must provide, at the ground lessor's cost, either (a) a lid or plaza over that portion of the highway or transportation facility located within the leased premises which shall perform the same service and function as the leased premises (i.e., providing additional lot area to increase the building floor area), or (b) a lid or plaza on a structure over Interstate 5 at least equal in area to the area required for expansion of the ground lessor's highway or transportation facility. - -------------------------------------------------------------------------------- 47(L). GROUND LEASE L. - -------------------------------------------------------------------------------- 05-1016 Sealy Industrial Portfolio II: The ground landlord is required to enter into a new ground lease with the lender in the event that any ground lease is terminated for any reason (including rejection of the ground lease in bankruptcy), except for a termination following an event of default that is not cured by the tenant of the lender. - -------------------------------------------------------------------------------- 05-0683 Shaner Hotel Portfolio - Paramus Crowne Plaza: The ground lessor under the Paramus, NJ lease is not required to enter into a new lease upon termination of the lease regardless of reason for termination. - -------------------------------------------------------------------------------- 05-0683 Shaner Hotel Portfolio - Charleston, WV Holiday Inn (parking portion only) and Durham Marriott (parking portion only): The ground leases for the parking areas in Charleston, WV and Durham, NC do not specifically address right to a new lease in the context of a rejection in bankruptcy. - -------------------------------------------------------------------------------- 05-1057 Met Park East: Under the ground lease estoppel, the ground lessor has only agreed to enter into a new lease with the lender in the event of the rejection of the ground lease by the ground lessee in bankruptcy provided that the lender cures all monetary defaults and undertakes obtaining possession of the premises to proceed diligently curing all non-monetary defaults. - -------------------------------------------------------------------------------- 05-1055 Park Place: Under the ground lease estoppel, the ground lessor has only agreed to enter into a new lease with the lender in the event of the rejection of the ground lease by the ground lessee in bankruptcy provided that the lender cures all monetary defaults and undertakes obtaining possession of the premises to proceed diligently curing all non-monetary defaults. - -------------------------------------------------------------------------------- 05-0964 Ocean View Center & Haseko Center: Haseko Center - required from the master ground lessor as to Lot A, but not required from the sublessor as to Lot B under the lease and sublease. - -------------------------------------------------------------------------------- EXHIBIT D FORM OF OFFICER'S CERTIFICATE Greenwich Capital Financial Products, Inc. ("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 March 1, 2006 (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 August 20, 2005, as supplemented by the Prospectus Supplement, dated March 7, 2006 (collectively, the "Prospectus"), relating to the offering of 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 nor the Offering Circular, dated March 7, 2006 (the "Offering Circular"), relating to the offering of the Class X-P, Class X-C, 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 23rd day of March, 2006. GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. By: __________________________________ Name: Title: EXHIBIT E FORM OF LEGAL OPINION (a) 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; (b) 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); (c) 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; (d) 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; (e) 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; (f) 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; (g) 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. (h) 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. (i) 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.