Mortgage Loan Purchase Agreement between GS Mortgage Securities Corporation II and Goldman Sachs Mortgage Company (October 1, 2006)

Contract Categories: Business Finance › Purchase Agreements
Summary

This agreement is between GS Mortgage Securities Corporation II (purchaser) and Goldman Sachs Mortgage Company (seller), dated October 1, 2006. It outlines the sale and transfer of a pool of mortgage loans from the seller to the purchaser for $1,447,967,139. 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 sale for both accounting and tax purposes, with specific obligations for delivery of documents and funds.

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EX-10.1 4 gs5938056-ex10_1.txt MORTGAGE LOAN PURCHASE AGREEMENT EXHIBIT 10.1 ================================================================================ GS MORTGAGE SECURITIES CORPORATION II, PURCHASER, GOLDMAN SACHS MORTGAGE COMPANY, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of October 1, 2006 Series 2006-GG8 ================================================================================ This Mortgage Loan Purchase Agreement (this "Agreement"), dated as of October 1, 2006, is between GS Mortgage Securities Corporation II, a Delaware corporation, as purchaser (the "Purchaser"), and Goldman Sachs Mortgage Company, a New York limited partnership, as seller (the "Seller"). Capitalized terms used in this Agreement not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement, dated as of October 1, 2006 (the "Pooling and Servicing Agreement"), among the Purchaser, as seller, Wachovia Bank, National Association, as master servicer (the "Master Servicer"), CWCapital Asset Management LLC, as special servicer (the "Special Servicer"), and 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 October 17, 2006 (the "Underwriting Agreement"), between the Purchaser and the Underwriters, and the Purchaser will sell the Class X, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S, Class R and Class LR Certificates (the "Private Certificates") to the initial purchasers (the "Initial Purchasers" and, collectively with the Underwriters, the "Dealers") specified in the Certificate Purchase Agreement, dated October 17, 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 $1,447,967,139 (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 October 17, 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 limited partnership, duly organized, validly existing and in good standing under the laws of the State of New York with full power and authority to own its assets and conduct its business, is duly qualified as a foreign organization in good standing in all jurisdictions to the extent such qualification is necessary to hold and sell the Mortgage Loans or otherwise comply with its obligations under this Agreement except where the failure to be so qualified would not have a material adverse effect on its ability to perform its obligations hereunder, and the Seller has taken all necessary action to authorize the execution, delivery and performance under the Operative Documents and has duly executed and delivered this Agreement and the Indemnification Agreement, and has the power and authority to execute, deliver and perform under this Agreement and each other Operative Document and all the transactions contemplated hereby and thereby, including, but not limited to, the power and authority to sell, assign, transfer, set over and convey the Mortgage Loans in accordance with this Agreement; (ii) Assuming the due authorization, execution and delivery of each Operative Document by each party thereto other than the Seller, each Operative Document will constitute a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iii) The execution and delivery of each Operative Document by the Seller and the performance of its obligations hereunder and thereunder will not conflict with any provision of any law or regulation to which the Seller is subject, or conflict with, result in a breach of, or constitute a default under, any of the terms, conditions or provisions of any of the Seller's organizational documents or any agreement or instrument to which the Seller is a party or by which it is bound, or any order or decree applicable to the Seller, or result in the creation or imposition of any lien on any of the Seller's assets or property, in each case which would materially and adversely affect the ability of the Seller to carry out the transactions contemplated by the Operative Documents; (iv) There is no action, suit, proceeding or investigation pending or, to the Seller's knowledge, threatened against the Seller in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity of the Mortgage Loans or the ability of the Seller to carry out the transactions contemplated by each Operative Document; (v) The Seller is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that, in Seller's good faith and reasonable judgment, is likely to materially and adversely affect the condition (financial or other) or operations of the Seller or its properties or might have consequences that, in Seller's good faith and reasonable judgment, is likely to materially and adversely affect its performance under any Operative Document; (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, each Operative Document or the consummation of the transactions contemplated hereby or thereby, other than those which have been obtained by the Seller; (vii) The transfer, assignment and conveyance of the Mortgage Loans by the Seller to the Purchaser is not subject to bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction; and (viii) The Mortgage Loans were originated by a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the Act, a savings and loan association, a savings bank, a commercial bank, credit union, insurance company or other similar institution which is supervised and examined by a federal or state authority. (b) The Purchaser represents and warrants to the Seller as of the Closing Date that: (i) The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to own its assets and conduct its business, is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the ability of the Purchaser to perform its obligations hereunder, and the Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby; (ii) Assuming the due authorization, execution and delivery of this Agreement by the Seller, this Agreement will constitute a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iii) The execution and delivery of this Agreement by the Purchaser and the performance of its obligations hereunder will not conflict with any provision of any law or regulation to which the Purchaser is subject, or conflict with, result in a breach of, or constitute a default under, any of the terms, conditions or provisions of any of the Purchaser's organizational documents or any agreement or instrument to which the Purchaser is a party or by which it is bound, or any order or decree applicable to the Purchaser, or result in the creation or imposition of any lien on any of the Purchaser's assets or property, in each case which would materially and adversely affect the ability of the Purchaser to carry out the transactions contemplated by this Agreement; (iv) There is no action, suit, proceeding or investigation pending or, to the Purchaser's knowledge, threatened against the Purchaser in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity of this Agreement or any action taken in connection with the obligations of the Purchaser contemplated herein, or which would be likely to impair materially the ability of the Purchaser to perform under the terms of this Agreement; (v) The Purchaser is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Purchaser or its properties or might have consequences that would materially and adversely affect its performance under any Operative Document; (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Purchaser of or compliance by the Purchaser with this Agreement or the consummation of the transactions contemplated by this Agreement other than those that have been obtained by the Purchaser. (c) The Seller further makes the representations and warranties as to the Mortgage Loans set forth in Exhibit B as of the Closing Date or other date set forth in Exhibit B, which representations and warranties are subject to the exceptions thereto set forth in Exhibit C. (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 New York to the effect that the Seller is duly organized, existing and in good standing in the State of New York; (iii) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form substantially similar to the opinions set forth in Exhibit E, acceptable to the Underwriters and each Rating Agency; and (iv) a letter from counsel of the Seller to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. (c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. (d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement. (e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request. SECTION 9 Closing. The closing for the purchase and sale of the Mortgage Loans shall take place at the office of Cadwalader, 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 Goldman Sachs Mortgage Company, 85 Broad Street, New York, New York 10004, to the attention of Emily Brooks, fax number ###-###-####, with a copy to David Stiepleman, 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 GOLDMAN SACHS MORTGAGE COMPANY By: Goldman Sachs Real Estate Funding Corp., its General Partner By: /s/ Leo Huang ------------------------------------ Name: Leo Huang Title: V.P. EXHIBIT A MORTGAGE LOAN SCHEDULE 2006-GG8 Goldman Mortgage Loan Schedule
Control Loan Loan Number Footnotes Number Group Property Name Address - ------- --------- ------------ ------- ------------------------------------- -------------------------------------------- 1 00-1001195 Group 1 One Beacon Street One Beacon Street 5 00-1001194 Group 1 Village of Merrick Park 358 San Lorenzo Avenue 7 09-0002400 Group 1 The Alhambra 1000 South Fremont Avenue 10 00-1001193 Group 1 Fair Lakes Office Park 12450, 12500, 12600, 12700, 12701, 12730 & 12750 Fair Lakes Circle & 4300 & 4350 Fair Lakes Court 17 00-1001196 Group 1 Seattle Trade Center 2600 and 2601 Elliott Avenue 25 09-0002398 Group 1 Sherwood Regional Mall 5308 Pacific Avenue 31 09-0002203 Group 1 GVR I,II,III 2475, 2485 & 2495 Village View Drive 35 09-0002381 Group 2 Copper Beech Townhomes - Missouri 3217 Old Highway 63 South 36 09-0002291 Group 2 Copper Beech Townhomes - Michigan 10247 48th Avenue 37 09-0002236 Group 1 Mullins Crossing Shopping Center 4223 Washington Road 38 09-0002373 Group 1 Paradise Esplanade 4480 Paradise Road 39 09-0002403 Group 1 600 Jefferson Avenue 600 Jefferson Avenue 40 09-0002411 Group 1 El Dorado Hills Town Center 2101, 2085 & 2023 Vine Street 46 09-0002235 Group 1 Highridge Crossings 28102-28194 Newhall Ranch Road 47 09-0002429 Group 1 Nameoki Commons Shopping Center 3401-3551 Nameoki Road 48 09-0002416 Group 1 Greenlawn Phase I 601 Louis Henna Boulevard 49 09-0002147 Group 1 Brannon Crossing 150 Langley Drive, 101 Cynthia Drive & 230 East Brannon Road 51 09-0002413 Group 1 1301 Connecticut Avenue, NW 1301 Connecticut Avenue 54 09-0002436 Group 1 Lincoln Corners 2209 West Lincoln Avenue 55 09-0002412 Group 1 Vista Ridge Marketplace 2601 Stemmons Freeway 57 09-0002399 Group 1 Scottsdale Gateway II 8901 East Mountain View Road 66 09-0002440 Group 1 Decatur Crossing II 6420, 6450 and 6480 Cameron Street 70 09-0002314 Group 1 Palomar Point 1910, 1920 and 1930 Palomar Point Way 72 09-0002396 Group 1 Westgate Shopping Center 307, 311, 315, 363 & 369 South Lower Sacramento Road 75 09-0002410 Group 1 Pecos Legacy 2556 Wigwam Parkway 76 09-0002386 Group 1 Jetport 14231, 14241 & 14261 Jetport Loop 77 09-0002330 Group 1 Village Square Retail Center 5700-5810 East Florence Avenue & 7220 Eastern Avenue 78 09-0002392 Group 1 Mercado at Scottsdale Ranch 10105, 10135, 10155 East Via Linda & 10050 E. Mountain View Road 80 09-0002380 Group 2 Copper Beech Townhomes - Indiana 915 South Basswood Drive 81 09-0002368 Group 1 Western Area Power Admin. HQ 12155 West Alameda Parkway 84 09-0002404 Group 1 1000 Secaucus Road 1000 Secaucus Road 87 09-0002395 Group 1 Smithsonian Warehouse 8308 Cinder Bed Road 88 09-0002432 Group 1 The Grande 16 3141 Johnston Street 90 09-0002258 Group 1 Ballantyne Corporate Park Shopping 14015, 14021 & 14027 Conlan Circle 91 09-0002300 Group 1 Mission Valley Shopping Center 2251 Avent Ferry Road 92 09-0002365 Group 1 Three Tower Bridge 2 Ash Street 95 09-0002375 Group 1 Bedminster Medical Plaza 1 Robertson Drive 96 09-0002415 Group 1 Govalle 2701 East 7th Street 99 09-0002394 Group 1 McKee Portfolio 99.01 09-0002394-1 Group 1 McKee Office Buildings 900, 920 & 940 West Sproul Road 99.02 09-0002394-2 Group 1 1 Media Place 1023 East Baltimore Pike 100 09-0002430 Group 1 Excelsior Drive 8413 & 8417 Excelsior Drive 102 09-0002408 Group 1 Crossroads Plaza Shopping Center 47-49 & 75-81 Route 25A 104 09-0002374 Group 1 LaCrosse Three Rivers Plaza 40 Copeland Avenue 106 09-0002427 Group 1 333 Cedar Avenue 333 Cedar Avenue 108 09-0002437 Group 2 Ventana Palms Apartments 7021 West McDowell Road 109 09-0002371 Group 2 Phoenix Apartments 4004 Meadows Drive 110 09-0002438 Group 1 Thunderbird Plaza 13600-13640 North 99th Avenue 111 09-0002270 Group 1 Atlantic Commons Shopping Center 2036 Campostella Road 113 09-0002421 Group 1 East Windsor Medical Arts Building 300 Princeton Hightstown Road 114 4 09-0002362 Group 1 Lichtins Office 3110 Edwards Mill Road 115 09-0002431 Group 1 AmStar 16 5996 Zebulon Road 116 09-0002422 Group 1 Dallas West Village II 3839 McKinney Avenue 117 09-0002425 Group 1 Short Pump Village 11402-11446 West Broad Street 120 09-0002389 Group 1 Southshore Shops 12000 Southshore Pointe Drive 122 09-0002414 Group 1 Jamestown Village Plaza 2656-2750 Mahoning Avenue 123 09-0002417 Group 1 Shady Hollow Village I 9901 Brodie Lane 124 09-0002406 Group 1 Metcalf Building 100 South Orange Avenue 126 09-0002424 Group 1 Monument Marketplace 15910, 15932 & 15954 Jackson Creek Parkway 129 09-0002378 Group 1 Ralston Plaza 12325-12399 West 64th Avenue & 6410-6490 Ward Road 131 09-0002418 Group 1 Battlefield Tech Center III 530 Independence Parkway 132 09-0002385 Group 1 Flowers Plantation 50 Neuse River Parkway 133 09-0002435 Group 1 Arroyo Grande Stadium 10 1160 West Branch Street 135 09-0002397 Group 1 Southampton Shopping Center 111-119 Main Street 136 4 09-0002382 Group 1 Talmadge Town Center 4038 Talmadge Road 138 09-0002183 Group 1 South Jefferson Medical Arts Building 91 South Jefferson Road 143 09-0002383 Group 1 CVS Pharmacy 5050 West Baseline Road 144 09-0002393 Group 1 Park West Office I 406 Science Drive 145 09-0002441 Group 1 Glacier View Office Building 1289 Deming Way 146 09-0002348 Group 1 American Sale Building 745 North Center Boulevard 147 09-0002388 Group 1 Cumberland Station 768 South Jefferson Avenue 150 09-0002401 Group 1 Village at Lafayette Square 297 North Highway 287 151 09-0002402 Group 1 Park West Office II 440 Science Drive 152 09-0002376 Group 1 Rangeline Plaza 5300 Halls Mill Road 156 09-0002384 Group 1 Pyramid V 4494 North John Young Parkway & 4439 Parkway Commerce Boulevard 157 09-0002390 Group 1 Crawford's Landing 115 East Broadway 159 09-0002428 Group 1 Stonecrest 2998 Turner Hill Road Monthly Gross Remaining Control Cut-Off Date Debt Interest Term To Number City State Zip Code Balance ($) Service ($) Rate (%) Maturity (Mos.) - ------- ----------------- -------------------- ----------- ------------ ------------ -------- --------------- 1 Boston Massachusetts 02108 210,000,000 1,082,503.82 6.10100% 58 5 Coral Gables Florida 33146 169,677,544 1,001,272.39 5.83500% 58 7 Alhambra California 91803 130,000,000 695,603.82 6.33300% 117 10 Fairfax Virginia 22033 116,550,000 1,360,691.27 6.21800% 118 17 Seattle Washington 98121 75,250,000 377,851.68 5.94300% 119 25 Stockton California 95207 44,952,570 261,180.18 5.70000% 119 31 Henderson Nevada 89074 31,807,658 178,808.10 5.30000% 109 35 Columbia Missouri 65201 24,515,827 150,470.15 6.22000% 120 36 Allendale Michigan 49401 23,780,000 142,267.49 5.98000% 120 37 Evans Georgia 30809 23,500,000 133,430.42 5.50000% 119 38 Las Vegas Nevada 89109 23,500,000 135,056.78 5.61000% 112 39 Secaucus New Jersey 07094 23,000,000 137,453.31 5.97000% 119 40 El Dorado California 95762 22,800,000 133,799.68 5.80000% 120 46 Santa Clarita California 91355 19,150,000 113,218.30 5.87000% 119 47 Granite City Illinois 62040 19,070,000 100,057.91 6.21000% 120 48 Round Rock Texas 78664 18,850,000 97,470.21 6.12000% 120 49 Nicholasville Kentucky 40356 18,237,060 102,848.02 5.42000% 118 51 Washington District of Columbia 20036 18,100,000 94,662.58 6.19000% 59 54 Harlingen Texas 78552 17,420,000 88,751.27 6.03000% 120 55 Lewisville Texas 75067 17,200,000 102,349.89 5.93000% 119 57 Scottsdale Arizona 85258 17,000,000 86,324.19 6.01000% 119 66 Las Vegas Nevada 89118 14,000,000 82,949.55 5.89000% 120 70 Carlsbad California 92008 13,100,000 75,535.10 5.64000% 120 72 Lodi California 95242 12,500,000 74,462.31 5.94000% 119 75 Henderson Nevada 89074 12,000,000 73,808.04 6.24000% 118 76 Fort Myers Florida 33913 11,800,000 71,507.39 6.10000% 118 77 Bell Gardens California 90201 11,400,000 67,471.74 5.88000% 120 78 Scottsdale Arizona 85258 11,100,000 55,051.63 5.87000% 118 80 Bloomington Indiana 47403 10,860,140 66,656.00 6.22000% 120 81 Lakewood Colorado 80228 10,750,000 66,119.70 6.24000% 117 84 Secaucus New Jersey 07094 10,000,000 59,955.05 6.00000% 119 87 Lorton Virginia 22079 9,400,000 56,660.28 6.05000% 118 88 Lafayette Louisiana 70503 9,260,000 59,775.57 6.02000% 120 90 Charlotte North Carolina 28277 9,100,000 56,712.66 6.36500% 117 91 Raleigh North Carolina 27606 8,800,000 53,964.55 5.97000% 120 92 Conshohocken Pennsylvania 19428 8,600,000 53,119.59 6.28000% 116 95 Bedminster New Jersey 07921 8,484,631 51,235.36 6.05000% 118 96 Austin Texas 78702 8,200,000 42,054.42 6.07000% 120 99 7,900,000 50,610.46 5.94000% 120 99.01 Springfield Pennsylvania 19064 99.02 Media Pennsylvania 19063 100 Madison Wisconsin 53717 7,855,000 47,854.88 6.15000% 120 102 Rocky Point New York 11778 7,600,000 46,399.79 6.17000% 119 104 LaCrosse Wisconsin 54603 7,447,000 45,852.46 6.25000% 118 106 Middlesex Borough New Jersey 08846 7,200,000 42,429.80 5.84000% 120 108 Phoenix Arizona 85035 7,000,000 42,419.64 6.10000% 83 109 Indianapolis Indiana 46205 6,973,364 53,017.59 6.70000% 118 110 Sun City Arizona 85351 6,800,000 40,333.28 5.90000% 120 111 Chesapeake Virginia 23324 6,800,000 39,985.86 5.82000% 117 113 East Windsor New Jersey 08520 6,600,000 39,147.01 5.90000% 120 114 Raleigh North Carolina 27612 6,600,000 40,465.79 6.21000% 117 115 Macon Georgia 31210 6,580,000 42,475.51 6.02000% 120 116 Dallas Texas 75204 6,568,000 38,831.22 5.87000% 120 117 Glen Allen Virginia 23060 6,500,000 41,483.16 5.90000% 120 120 Midlothian Virginia 23112 6,000,000 35,818.88 5.96000% 118 122 Warren Ohio 44483 5,780,000 34,098.58 5.85000% 120 123 Austin Texas 78748 5,750,000 29,537.96 6.08000% 120 124 Orlando Florida 32801 5,634,710 34,946.84 6.31000% 119 126 Monument Colorado 80132 5,450,000 33,167.66 6.14000% 120 129 Arvada Colorado 80004 5,400,000 33,459.74 6.31000% 117 131 Chesapeake Virginia 23320 5,200,000 31,511.73 6.10000% 120 132 Clayton North Carolina 27527 5,150,000 31,242.01 6.11000% 118 133 Arroyo Grande California 93420 5,100,000 32,921.75 6.02000% 120 135 Southampton New York 11968 5,000,000 24,882.52 5.89000% 119 136 Toledo Ohio 43623 4,800,000 29,087.75 6.10000% 118 138 Hanover New Jersey 07981 4,540,000 27,747.20 6.18000% 118 143 Phoenix Arizona 85339 4,390,000 27,087.12 6.27000% 118 144 Madison Wisconsin 53711 4,250,000 25,837.19 6.13000% 119 145 Madison Wisconsin 53717 4,070,000 24,454.07 6.02000% 120 146 Romeoville Illinois 60446 4,044,147 26,069.46 5.99000% 119 147 Cookeville Tennessee 38501 3,930,000 23,968.12 6.16000% 119 150 Lafayette Colorado 80026 3,700,000 22,135.82 5.98000% 119 151 Madison Wisconsin 53711 3,196,820 19,206.20 6.01000% 119 152 Mobile Alabama 36619 2,548,000 15,506.64 6.14000% 117 156 Orlando Florida 32808 2,295,971 14,071.86 6.19000% 118 157 Monona Wisconsin 53716 2,100,000 12,821.00 6.17000% 118 159 Lithonia Georgia 30038 1,672,000 10,392.86 6.34000% 120 Remaining Interest Control Amortization Term Accrual Subservicing Servicing Administrative Ground Mortgage Number Maturity Date (Mos.) Method Fee Rate (%) Fee Rate (%) Fee Rate (%) Lease Y/N Loan Seller - ------- ------------- ----------------- ---------- ------------ ------------ -------------- --------- ----------- 1 8/6/2011 0 Actual/360 0.02000% 0.02049% No GSMC 5 8/6/2011 358 Actual/360 0.02000% 0.02049% Yes GSMC 7 7/6/2016 0 Actual/360 0.01500% 0.02000% 0.03549% No GSMC 10 8/1/2016 0 Actual/360 0.02000% 0.02049% No GSMC 17 9/6/2016 0 Actual/360 0.02000% 0.02049% No GSMC 25 9/6/2016 359 Actual/360 0.02000% 0.02049% No GSMC 31 11/6/2015 349 Actual/360 0.02000% 0.02049% No GSMC 35 10/1/2016 360 Actual/360 0.02000% 0.02049% No GSMC 36 10/1/2016 360 Actual/360 0.02000% 0.02049% No GSMC 37 9/6/2016 360 Actual/360 0.02000% 0.02049% No GSMC 38 2/6/2016 360 Actual/360 0.02000% 0.02049% No GSMC 39 9/6/2016 360 Actual/360 0.02000% 0.02049% No GSMC 40 10/6/2016 360 Actual/360 0.02000% 0.02049% No GSMC 46 9/6/2016 360 Actual/360 0.02000% 0.02049% No GSMC 47 10/1/2016 0 Actual/360 0.02000% 0.02049% No GSMC 48 10/6/2016 0 Actual/360 0.04000% 0.02000% 0.06049% No GSMC 49 8/6/2016 358 Actual/360 0.02000% 0.02049% No GSMC 51 9/6/2011 0 Actual/360 0.02000% 0.02049% No GSMC 54 10/6/2016 0 Actual/360 0.02000% 0.02049% No GSMC 55 9/6/2016 360 Actual/360 0.02000% 0.02049% No GSMC 57 9/6/2016 0 Actual/360 0.02000% 0.02049% No GSMC 66 10/6/2016 360 Actual/360 0.02000% 0.02049% No GSMC 70 10/1/2016 360 Actual/360 0.05000% 0.01000% 0.06049% No GSMC 72 9/6/2016 360 Actual/360 0.02000% 0.02049% No GSMC 75 8/6/2016 360 Actual/360 0.02000% 0.02049% No GSMC 76 8/6/2016 360 Actual/360 0.02000% 0.02049% No GSMC 77 10/6/2016 360 Actual/360 0.02000% 0.02049% Yes GSMC 78 8/6/2016 0 Actual/360 0.05000% 0.02000% 0.07049% No GSMC 80 10/1/2016 360 Actual/360 0.02000% 0.02049% No GSMC 81 7/6/2016 360 Actual/360 0.02000% 0.02049% No GSMC 84 9/6/2016 360 Actual/360 0.02000% 0.02049% No GSMC 87 8/6/2016 360 Actual/360 0.02000% 0.02049% No GSMC 88 10/6/2016 300 Actual/360 0.02000% 0.02049% Yes GSMC 90 7/6/2016 360 Actual/360 0.02000% 0.02049% No GSMC 91 10/6/2016 336 Actual/360 0.02000% 0.02049% Yes GSMC 92 6/6/2016 360 Actual/360 0.02000% 0.02049% No GSMC 95 8/6/2016 358 Actual/360 0.02000% 0.02049% No GSMC 96 10/6/2016 0 Actual/360 0.04000% 0.02000% 0.06049% No GSMC 99 10/6/2016 300 Actual/360 0.02000% 0.02049% No GSMC 99.01 No 99.02 No 100 10/6/2016 360 Actual/360 0.05000% 0.02000% 0.07049% No GSMC 102 9/6/2016 360 Actual/360 0.05000% 0.02000% 0.07049% No GSMC 104 8/6/2016 360 Actual/360 0.02000% 0.02049% No GSMC 106 10/1/2016 360 Actual/360 0.05000% 0.01000% 0.06049% No GSMC 108 9/6/2013 360 Actual/360 0.02000% 0.02049% No GSMC 109 8/6/2016 238 Actual/360 0.02000% 0.02049% No GSMC 110 10/6/2016 360 Actual/360 0.02000% 0.02049% No GSMC 111 7/6/2016 360 Actual/360 0.02000% 0.02049% No GSMC 113 10/6/2016 360 Actual/360 0.02000% 0.02049% No GSMC 114 7/6/2016 360 Actual/360 0.02000% 0.02049% No GSMC 115 10/6/2016 300 Actual/360 0.02000% 0.02049% No GSMC 116 10/1/2016 360 Actual/360 0.02000% 0.02049% No GSMC 117 10/6/2016 300 Actual/360 0.02000% 0.02049% No GSMC 120 8/6/2016 360 Actual/360 0.02000% 0.02049% No GSMC 122 10/6/2016 360 Actual/360 0.02000% 0.02049% No GSMC 123 10/6/2016 0 Actual/360 0.04000% 0.02000% 0.06049% No GSMC 124 9/6/2016 359 Actual/360 0.02000% 0.02049% No GSMC 126 10/6/2016 360 Actual/360 0.02000% 0.02049% No GSMC 129 7/6/2016 360 Actual/360 0.05000% 0.02000% 0.07049% No GSMC 131 10/6/2016 360 Actual/360 0.02000% 0.02049% No GSMC 132 8/6/2016 360 Actual/360 0.02000% 0.02049% No GSMC 133 10/6/2016 300 Actual/360 0.02000% 0.02049% No GSMC 135 9/6/2016 0 Actual/360 0.02000% 0.02049% No GSMC 136 8/6/2016 360 Actual/360 0.05000% 0.02000% 0.07049% No GSMC 138 8/6/2016 360 Actual/360 0.02000% 0.02049% No GSMC 143 8/6/2016 360 Actual/360 0.02000% 0.02049% No GSMC 144 9/6/2016 360 Actual/360 0.02000% 0.02049% Yes GSMC 145 10/6/2016 360 Actual/360 0.02000% 0.02049% No GSMC 146 9/6/2016 299 Actual/360 0.02000% 0.02049% No GSMC 147 9/6/2016 360 Actual/360 0.02000% 0.02049% No GSMC 150 9/1/2016 360 Actual/360 0.08000% 0.01000% 0.09049% No GSMC 151 9/6/2016 359 Actual/360 0.02000% 0.02049% Yes GSMC 152 7/6/2016 360 Actual/360 0.02000% 0.02049% No GSMC 156 8/6/2016 358 Actual/360 0.02000% 0.02049% No GSMC 157 8/6/2016 360 Actual/360 0.02000% 0.02049% No GSMC 159 10/6/2016 360 Actual/360 0.02000% 0.02049% No GSMC Crossed With Companion Loan Control Other Loans Companion Loan Companion Loan Monthly Number Prepayment Provision (1) (Crossed Group) Flag Cut-off Balance Payment - ------- ---------------------------------------------- --------------- -------------- --------------- -------------- 1 Lockout/23_YM/32_0%/4 5 Lockout/26_Defeasance/27_0%/7 7 Lockout/27_Defeasance/89_0%/4 10 Lockout/26_Defeasance/90_0%/4 Yes 259,000,000.00 612,311.07 17 Lockout/25_Defeasance/91_0%/4 25 Lockout/25_Defeasance/91_0%/4 31 Lockout/35_Defeasance/81_0%/4 35 Lockout/24_Defeasance/92_0%/4 36 Lockout/24_Defeasance/92_0%/4 37 Lockout/25_Defeasance/91_0%/4 38 Lockout/32_Defeasance/84_0%/4 39 Lockout/25_Defeasance/91_0%/4 40 Lockout/24_Defeasance or Greater of YM or 1%/89_0%/7 46 Lockout/25_Defeasance/91_0%/4 47 Lockout/24_Defeasance/92_0%/4 48 Lockout/23_>YM or 1%/90_0%/7 49 Lockout/26_Defeasance/90_0%/4 51 Lockout/25_Defeasance/30_0%/5 54 Lockout/24_Defeasance/92_0%/4 55 Lockout/25_Defeasance/91_0%/4 57 Lockout/25_Defeasance/91_0%/4 66 Lockout/24_Defeasance/92_0%/4 70 Lockout/24_Defeasance/92_0%/4 72 Lockout/25_Defeasance/91_0%/4 75 Lockout/26_Defeasance or Greater of YM or 1%/90_0%/4 76 Lockout/26_Defeasance/90_0%/4 77 Lockout/24_Defeasance/92_0%/4 78 Lockout/23_>YM or 1%/90_0%/7 80 Lockout/24_Defeasance/92_0%/4 81 Lockout/27_Defeasance/89_0%/4 84 Lockout/25_Defeasance/91_0%/4 87 Lockout/26_Defeasance/90_0%/4 88 Lockout/24_Defeasance/92_0%/4 90 Lockout/27_Defeasance/89_0%/4 91 Lockout/24_Defeasance/92_0%/4 92 Lockout/28_Defeasance/88_0%/4 95 Lockout/26_Defeasance/90_0%/4 96 Lockout/23_>YM or 1%/90_0%/7 99 Lockout/24_Defeasance/92_0%/4 1,054,570.95 99.01 99.02 100 Lockout/24_Defeasance/92_0%/4 102 Lockout/25_Defeasance or Greater of YM or 1%/91_0%/4 104 Lockout/26_Defeasance/90_0%/4 106 Lockout/24_>YM or 1%/92_0%/4 108 Lockout/25_Defeasance/55_0%/4 109 Lockout/26_Defeasance/90_0%/4 110 Lockout/24_Defeasance/92_0%/4 111 Lockout/27_Defeasance/89_0%/4 113 Lockout/24_Defeasance/92_0%/4 114 Lockout/27_Defeasance/89_0%/4 115 Lockout/24_Defeasance/92_0%/4 116 Lockout/24_Defeasance/92_0%/4 117 Lockout/24_Defeasance/92_0%/4 120 Lockout/26_Defeasance/90_0%/4 122 Lockout/24_Defeasance/92_0%/4 123 Lockout/23_>YM or 1%/90_0%/7 124 Lockout/25_Defeasance/91_0%/4 126 Lockout/24_Defeasance or Greater of YM or 1%/92_0%/4 129 Lockout/27_Defeasance or Greater of YM or 1%/89_0%/4 131 Lockout/24_Defeasance/92_0%/4 132 Lockout/26_Defeasance/90_0%/4 133 Lockout/24_Defeasance/92_0%/4 135 Lockout/25_Defeasance/91_0%/4 81,885,336.29 517,020.46 136 Lockout/26_Defeasance/90_0%/4 138 Lockout/26_Defeasance/90_0%/4 143 Lockout/26_>YM or 1%/90_0%/4 144 Lockout/23_Greater of YM or 1%/2_Defeasance or Greater of YM or 1%/91_0%/4 145 Lockout/24_Defeasance/92_0%/4 146 Lockout/25_Defeasance/91_0%/4 147 Lockout/25_Defeasance/91_0%/4 150 Lockout/23_>YM or 1%/93_0%/4 151 Lockout/23_Greater of YM or 1%/2_Defeasance or Greater of YM or 1%/91_0%/4 152 Lockout/27_Defeasance/89_0%/4 156 Lockout/26_Defeasance/90_0%/4 157 Lockout/26_Defeasance/90_0%/4 159 Lockout/24_Defeasance/92_0%/4 Companion Loan Companion Loan Remaining Remaining Companion Loan Subordinate Subordinate Subordinate Control Companion Loan Term To Amortization Term Servicing Companion Loan Companion Loan Companion Loan Number Interest Rate Maturity (Mos.) (Mos.) Fees Flag Cut-off Balance Monthly Payment - ------- -------------- --------------- ----------------- -------------- -------------- --------------- --------------- 1 5 Yes 25,000,000.00 147,245.94 7 10 6.21800% 118 0 17 25 31 35 36 37 38 39 40 46 47 48 49 51 54 55 57 66 70 72 75 76 77 78 80 81 84 87 88 90 91 92 95 96 99 0.01000% 99.01 99.02 100 102 104 106 108 109 110 111 113 114 Yes 419,000.00 4,553.24 115 116 117 120 122 123 124 126 129 131 132 133 135 0.01000% 136 Yes 300,000.00 3,260.08 138 143 144 145 146 147 150 151 152 156 157 159 Subordinate Subordinate Companion Subordinate Subordinate Companion Loan Loan Remaining Companion Loan Control Companion Loan Remaining Term To Amortization Term Servicing Number Interest Rate Maturity (Mos.) (Mos.) Fees - ------- -------------- ----------------- --------------------- -------------------------------------- 1 5 5.83500% 58 358 0.0100% 7 10 17 25 31 35 36 37 38 39 40 46 47 48 49 51 54 55 57 66 70 72 75 76 77 78 80 81 84 87 88 90 91 92 95 96 99 99.01 99.02 100 102 104 106 108 109 110 111 113 114 12.75000% 117 360 5bp upon Securitization of Subordinate Companion Loan 115 116 117 120 122 123 124 126 129 131 132 133 135 136 12.75000% 118 360 5bp upon Securitization of Subordinate Companion Loan 138 143 144 145 146 147 150 151 152 156 157 159
1 The Open Period is inclusive of the Maturity Date. 2 Interest rate equals 5.750% through June 5, 2008 and 6.191% thereafter. 3 The 11450 Technology Circle loan is evidenced by two separate pari passu notes, each having the economic terms set forth in this Annex. 4 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 CWCapital Asset Management LLC, there has been, given, made or consented to an alteration, modification or assumption of the terms of the related Mortgage Note, Mortgage(s) or any related loan agreement and/or lock-box agreement and/or as to which, since such date, there has been a waiver other than as related to routine operational matters or minor covenants. (25) Inspection. Each related Mortgaged Property was inspected by or on behalf of the related originator or an affiliate of the originator during the 12 month period prior to the related origination date. (26) Releases of Mortgaged Property. (A) Since origination, no material portion of the related Mortgaged Property has been released from the lien of the related Mortgage in any manner which materially and adversely affects the value of the Mortgage Loan or materially interferes with the security intended to be provided by such Mortgage; and (B) the terms of the related Mortgage Loan documents do not permit the release of any portion of the Mortgaged Property from the lien of the Mortgage except (i) in consideration of payment in full (or in certain cases, the allocated loan amount) therefor, (ii) in connection with the substitution of all or a portion of the Mortgaged Property in exchange for delivery of "government securities" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, (iii) where such portion to be released was not considered material for purposes of underwriting the Mortgage Loan and such release was contemplated at origination, (iv) conditioned on the satisfaction of certain underwriting and other requirements, including payment of a release price representing adequate consideration for such Mortgaged Property or the portion thereof to be released, or (v) as set forth on Exhibit B-26, in connection with the substitution of a replacement property in compliance with REMIC Provisions. (27) Local Law Compliance. To the Seller's actual knowledge, based upon a letter from governmental authorities, a legal opinion, an endorsement to the related title policy, or other due diligence considered reasonable by prudent commercial mortgage lenders taking into account the location of the Mortgaged Property, as of the date of origination of such Mortgage Loan and as of the Cut-off Date, there are no material violations of any applicable zoning ordinances, building codes and land laws applicable to the Mortgaged Property or the use and occupancy thereof which (i) are not insured by the Title Policy or a law and ordinance insurance policy or (ii) would have a material adverse effect on the value, operation or net operating income of the Mortgaged Property. (28) Improvements. To the Seller's actual knowledge based on the Title Policy or surveys obtained in connection with the origination of each Mortgage Loan, none of the material improvements which were included for the purposes of determining the appraised value of the related Mortgaged Property at the time of the origination of the Mortgage Loan lies outside of the boundaries and building restriction lines of such property (except Mortgaged Properties which are legal non-conforming uses), to an extent which would have a material adverse affect on the value of the Mortgaged Property or related Mortgagor's use and operation of such Mortgaged Property (unless affirmatively covered by the related Title Policy) and no improvements on adjoining properties encroached upon such Mortgaged Property to any material and adverse extent (unless affirmatively covered by the related Title Policy). (29) Single Purpose Entity. With respect to each Mortgage Loan with a Cut-off Date Balance (A) in excess of $5,000,000 the related Mortgagor has covenanted in its organizational documents and/or the Mortgage Loan documents to own no significant asset other than the related Mortgaged Property and assets incidental to its ownership and operation of such Mortgaged Property, and to hold itself out as being a legal entity, separate and apart from any other Person; and (B) in excess of $20,000,000, the representation and warranty in (A) above is true and the related Mortgagor (or if the Mortgagor is a limited partnership or a multi-member limited liability company, the special purpose general partner or special purpose managing member, as applicable, of the related Mortgagor), has at least one independent director, and the related Mortgagor has delivered a non-consolidation opinion of counsel. For each Mortgage Loan for which the related Mortgagor has covenanted in its organizational documents and/or the Mortgage Loan documents to own no significant asset other than the related Mortgaged Property and assets incidental to its ownership and operation of such Mortgaged Property, at the time of origination of the Mortgage Loan, to the Seller's actual knowledge, the Mortgagor was in compliance with such requirements. (30) Advance of Funds. (A) After origination, the Seller has not, directly or indirectly, advanced any funds to the Mortgagor, other than pursuant to the related Mortgage Loan documents; and (B) to the Seller's actual knowledge, no funds have been received from any Person other than the Mortgagor, for or on account of payments due on the Mortgage Note. (31) Litigation or Other Proceedings. As of the date of origination and, to the Seller's actual knowledge, as of the Cut-off Date, there was no pending action, suit or proceeding, or governmental investigation of which it has received notice, against the Mortgagor or the related Mortgaged Property the adverse outcome of which could reasonably be expected to materially and adversely affect (i) such Mortgagor's ability to pay its obligations under the Mortgage Loan, (ii) the security intended to be provided by the Mortgage Loan documents or (iii) the current use of the Mortgaged Property. (32) Trustee Under Deed of Trust. As of the date of origination, and, to the Seller's actual knowledge, as of the Cut-off Date, if the related Mortgage is a deed of trust, a trustee, duly qualified under applicable law to serve as such, has either been properly designated and serving under such Mortgage or may be substituted in accordance with the Mortgage and applicable law. (33) Usury. The Mortgage Loan and the interest contracted for (exclusive of any default interest, late charges, Yield Maintenance Charge or prepayment premiums) is a fixed rate, and complied as of the date of origination with, or is exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury. (34) Other Collateral. Except with respect to the Companion Loan of any Whole Loan or any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, to the Seller's knowledge, the related Mortgage Note is not secured by any collateral that secures a loan that is not a Mortgage Loan. (35) Flood Insurance. If the improvements on the Mortgaged Property are located in a federally designated special flood hazard area, the Mortgagor is required to maintain or the mortgagee maintains, flood insurance with respect to such improvements and such policy is in full force and effect. (36) Escrow Deposits. All escrow deposits and payments required to be deposited with the Seller or its agent in accordance with the Mortgage Loan documents have been (or by the Closing Date will be) so deposited, are in the possession of or under the control of the Seller or its agent (or, with respect to a Non-Serviced Trust Loan, in the possession of or under the control of the Lead Trustee or its agent under the applicable Lead PSA), and there are no deficiencies in connection therewith. (37) Licenses and Permits. To the Seller's actual knowledge, based on the due diligence customarily performed in the origination of comparable mortgage loans by prudent commercial lending institutions considering the related geographic area and properties comparable to the related Mortgaged Property, (i) as of the date of origination of the Mortgage Loan, the related Mortgagor, the related lessee, franchisor or operator was in possession of all material licenses, permits and authorizations then required for use of the related Mortgaged Property, and, (ii) as of the Cut-off Date, the Seller has no actual knowledge that the related Mortgagor, the related lessee, franchisor or operator was not in possession of such licenses, permits and authorizations. (38) Organization of Mortgagors; Affiliation with other Mortgagors. With respect to each Mortgage Loan, in reliance on certified copies of the organizational documents of the Mortgagor delivered by the Mortgagor in connection with the origination of such Mortgage Loan, the Mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. Except with respect to any Mortgage Loan that is cross-collateralized and cross defaulted with another Mortgage Loan, no Mortgage Loan has a Mortgagor that is an affiliate of another Mortgagor. (39) Fee Simple Interest. Except with respect to the Mortgage Loans listed on Exhibit B-39, the Mortgage Loan is secured in whole or in material part by the fee simple interest in the related Mortgaged Property. (40) Recourse. Each Mortgage Loan is non-recourse to the related Mortgagor except that the Mortgagor and a natural person (or an entity with assets other than an interest in the Mortgagor) as guarantor have agreed to be liable with respect to losses incurred due to (i) fraud and/or other intentional material misrepresentation, (ii) misapplication or misappropriation of rents collected in advance or received by the related Mortgagor after the occurrence of an event of default and not paid to the mortgagee or applied to the Mortgaged Property in the ordinary course of business, (iii) misapplication or conversion by the Mortgagor of insurance proceeds or condemnation awards or (iv) breach of the environmental covenants in the related Mortgage Loan documents. (41) Access; Tax Parcels. Each Mortgaged Property (a) is located on or adjacent to a dedicated road, or has access to an irrevocable easement permitting ingress and egress, (b) is served by public utilities, water and sewer (or septic facilities) and (c) constitutes one or more separate tax parcels. (42) Financial Statements. Each Mortgage requires the Mortgagor to provide the mortgagee with operating statements and rent rolls on an annual (or more frequent) basis or upon written request. (43) Defeasance. If the Mortgage Loan is a Defeasance Loan, the Mortgage Loan documents (A) permit defeasance (1) no earlier than two years after the Closing Date, and (2) only with substitute collateral constituting "government securities" within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(i) in an amount sufficient to make all scheduled payments under the Mortgage Note through the related maturity date (or first day of the open period) and the balloon payment that would be due on such date, (B) require the delivery of (or otherwise contain provisions pursuant to which the mortgagee can require delivery of) (i) an opinion to the effect that such mortgagee has a first priority perfected security interest in the defeasance collateral, (ii) an accountant's certification as to the adequacy of the defeasance collateral to make all payments required under the related Mortgage Loan through the related maturity date (or first day of the open period) and the balloon payment that would be due on such date, (iii) an Opinion of Counsel that the defeasance complies with all applicable REMIC Provisions, and (iv) assurances from the Rating Agencies that the defeasance will not result in the withdrawal, downgrade or qualification of the ratings assigned to the Certificates and (C) contain provisions pursuant to which the mortgagee can require the Mortgagor to pay expenses associated with a defeasance (including rating agencies' fees, accountant's fees and attorneys' fees). Such Mortgage Loan was not originated with the intent to collateralize a REMIC offering with obligations that are not real estate mortgages. (44) Authorization in Jurisdiction. To the extent required under applicable law and necessary for the enforcement of the Mortgage Loan, as of the date of origination and at all times it held the Mortgage Loan, the originator of such Mortgage Loan was authorized to do business in the jurisdiction in which the related Mortgaged Property is located. (45) Capital Contributions. Neither the Seller nor any affiliate thereof has any obligation to make any capital contributions to the Mortgagor under the Mortgage Loan documents. (46) Subordinate Debt. Except with respect to the Companion Loan of any Whole Loan or any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, none of the Mortgaged Properties are encumbered by any lien securing the payment of money junior to, of equal priority with, or superior to, the lien of the related Mortgage (other than Title Exceptions, taxes, assessments and contested mechanics and materialmens liens that become payable after the Cut-off Date). (47) Ground Lease Representations and Warranties. With respect to each Mortgage Loan secured by a leasehold interest (except with respect to any Mortgage Loan also secured by the corresponding fee interest in the related Mortgaged Property), the Seller represents and warrants the following with respect to the related Ground Lease: (1) Such Ground Lease or a memorandum thereof has been or will be duly recorded and such Ground Lease permits the interest of the lessee thereunder to be encumbered by the related Mortgage or, if consent of the lessor thereunder is required, it has been obtained prior to the Closing Date. (2) Upon the foreclosure of the Mortgage Loan (or acceptance of a deed in lieu thereof), the Mortgagor's interest in such Ground Lease is assignable to the mortgagee and its assigns without the consent of the lessor thereunder (or, if any such consent is required, it has been obtained prior to the Closing Date). (3) Subject to the limitations on enforceability set forth in Paragraph 5, such Ground Lease may not be amended, modified, canceled or terminated without the prior written consent of the mortgagee and any such action without such consent is not binding on the mortgagee, its successors or assigns, except that termination or cancellation without such consent may be binding on the mortgagee if (i) an event of default occurs under the Ground Lease, (ii) notice is provided to the mortgagee and (iii) such default is curable by the mortgagee as provided in the Ground Lease but remains uncured beyond the applicable cure period. (4) Such Ground Lease is in full force and effect and other than payments due but not yet 30 days or more delinquent, (i) there is no material default, and (ii) to the actual knowledge of the Seller, there is no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default under such Ground Lease; provided, however, that this representation and warranty does not address or otherwise cover any default, breach, violation or event of acceleration that specifically pertains to any matter otherwise covered by any other representation and warranty made by the Seller elsewhere in this Exhibit B or in any of the exceptions to the representations and warranties in Schedule A hereto. (5) The Ground Lease or ancillary agreement between the lessor and the lessee (i) requires the lessor to give notice of any default by the lessee to the mortgagee and (ii) provides that no notice given is effective against the mortgagee unless a copy has been delivered to the mortgagee in the manner described in the ground lease or ancillary agreement. (6) The Ground Lease (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, other than the ground lessor's fee interest and Title Exceptions or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the mortgagee on the lessor's fee interest in the Mortgaged Property is subject. (7) The mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the ground lease) to cure any curable default under such Ground Lease after receipt of notice of such default before the lessor thereunder may terminate such Ground Lease. (8) Such Ground Lease has an original term (together with any extension options, whether or not currently exercised, set forth therein all of which can be exercised by the mortgagee if the mortgagee acquires the lessee's rights under the Ground Lease) that extends not less than 20 years beyond the Stated Maturity Date or if such Mortgage Loan is fully amortizing, extends not less than 10 years after the amortization term for the Mortgage Loan. (9) Under the terms of the Ground Lease and the related Mortgage Loan documents (including, without limitation, any estoppel or consent letter received by the mortgagee from the lessor), taken together, any related insurance proceeds or condemnation award (other than de minimis amounts for minor casualties or in respect of a total or substantially total loss or taking) will be applied either to the repair or restoration of all or part of the related Mortgaged Property, with the mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment or defeasance of the outstanding principal balance of the Mortgage Loan, together with any accrued interest (except in cases where a different allocation would not be viewed as commercially unreasonable by any commercial mortgage lender, taking into account the relative duration of the ground lease and the related Mortgage and the ratio of the market value of the related Mortgaged Property to the outstanding principal balance of such Mortgage Loan). (10) The Ground Lease does not restrict the use of the related Mortgaged Property by the lessee or its successors or assigns in a manner that would materially adversely affect the security provided by the related mortgage. (11) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender. (12) The ground lessor under such Ground Lease is required to enter into a new lease upon termination of the Ground Lease for any reason, including the rejection of the Ground Lease in bankruptcy. Exhibit B-23-1 List of Mortgage Loans with Current Mezzanine Debt LOAN # MORTGAGE LOAN ------ ------------- 1 One Beacon Street Exhibit B-23-2 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None Exhibit B-24 List of Mortgage Loans with Post-Due Diligence Delivery Modifications None Exhibit B-26 List of Mortgage Loans with Permitted Release in Connection with the Substitution of a Replacement Property ------------------------------------------------------------- None Exhibit B-39 Mortgage Loans Secured By A Leasehold Interest In All Or A Material Portion Of The Related Mortgaged Property ----------------------------------------------------------- Loan No. Mortgage Loan/ Mortgaged Property - -------- --------------------------------- 5 Village of Merrick Park 77 Village Square Retail Center 88 The Grande 16 91 Mission Valley Shopping Center 144 Park West Office I 151 Park West Office II EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES Representation Description of Exception (8) Loan No. 104 (LaCrosse Three Rivers Plaza). The City Mortgage Lien of LaCrosse has a lien on the Mortgaged Property to secure Mortgagor's obligations to perform with respect to a tax incentive agreement and in accordance with the related Development Agreement. Notwithstanding the subordination of the lien to the Mortgage, the City has reserved any rights to partially foreclose to the extent of its lien interest securing obligations to perform in lieu of tax payment. (10) Loan No. 104 (LaCrosse Three Rivers Plaza). The City Taxes and Assessments of LaCrosse has a lien on the Mortgaged Property to secure Mortgagor's obligations to perform with respect to a tax incentive agreement and in accordance with the related Development Agreement. Notwithstanding subordination of the lien to the Mortgage, the City has reserved any rights to partially foreclose to the extent of its lien interest securing obligations to perform in lieu of tax payment. (13) Loan No. 5 (Village of Merrick Park). Business Insurance interruption insurance is required in an amount to cover from the date of the casualty to the date of the Mortgaged Property is repaired, plus an extended period of indemnity for 60 days after completion of restoration. Loan No. 146 (American Sale Building). The tenant, American Sales Corp., is obligated to carry and pay for insurance coverage and is entitled to collect on insurance proceeds. (23) Loan No. 1 (One Beacon Street). The Mortgagor must Transfers and at all times be controlled and at least 50% owned by Subordinate Debt one or more Permitted Transferees. "Permitted Transferee" shall mean (i) BCSP IV U.S. Investments, L.P. (a Delaware limited partnership) so long as it is (directly or indirectly) controlled and at least 75% owned by the Fund, (ii) any bank, savings and loan association, investment bank, insurance company, trust company, commercial credit corporation, pension plan, pension fund, pension advisory firm, mutual fund, government entity or plan, real estate company, investment fund or institution substantially similar to any of the foregoing, provided in each case that such institution has total assets (in name or under management) in excess of $1,500,000,000 and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory surplus or shareholder's equity in excess of $750,000,000, in each case excluding the Property, and is regularly engaged in the business of owning and operating properties similar to the Property in major metropolitan areas, and/or (iii) any entity with respect to which Rating Agency Confirmation is received. In addition, the related loan agreement contains a provision which allows the Mortgagor the right to transfer all of the loan collateral to certain single purpose entities which agree to assume the loan obligations and which is controlled and at least 50% owned by one or more Permitted Transferees. Loan No. 5 (Village of Merrick Park). The Mortgagor must at all times be controlled and at least 40% owned by Qualified Equityholders, provided that a transfer of Mortgagor's equity interests to, a pledge of direct or indirect interests in and rights to distributions from, a Qualified Equityholders is permitted without Mortgagee consent or rating agency confirmation. "Qualified Equityholder" means: (i) GGP-TRS L.L.C.; (ii) General Growth Properties, Inc., GGP LP, the Rouse Company Operating Partnership, LP, GGP/Homart Inc., GGP/Homart II, LLC., GGP-TRS LLC., Price Development Company, LP, GGP Ivanhoe III, Inc., the Rouse Company, LP, GGPLP LLC and each of their affiliates (including successors-in-interest) provided each maintains a minimum undepreciated book value net worth of $200,000,000; and (iii) an institutional entity who, among other things, maintains a specified net worth. In addition, the related loan agreement contains a provision which allows the Mortgagor the right to transfer all of the loan collateral to certain single purpose entities which agree to assume the loan obligations and which is controlled and at least 50% owned by one or more Qualified Equityholders. Loan No. 5 (Village of Merrick Park). Future mezzanine debt is permitted, subject to, among other things, a maximum combined loan-to-value ratio of 75%, a minimum aggregate debt service coverage ratio greater than 1.20, and a debt service coverage ratio of 1.05x calculated with a constant of 9%. Loan No. 7 (The Alhambra). The Mortgagor must at all times be controlled and at least 50% owned by Qualified Equityholders, provided that a transfer of equity interests in the Mortgagor to a Qualified Equityholder is permitted without Mortgagee consent or rating agency confirmation. "Qualified Equityholder" means: (i) RM Properties, LLC (or an Affiliate thereof which is under common Control therewith and that has substantially the same or greater net worth as TRC has on the date hereof), to the extent that it does not obtain a greater percentage of the direct or indirect equity interests in Mortgagor than RM Properties, LLC owns at closing, (ii) AIG Global Real Estate Investment Corp. ("AIGGRE") (or an investment fund sponsored by AIGGRE, provided, that: (1) the general partner or managing member of such fund shall be AIGGRE or a wholly owned subsidiary of AIGGRE and such general partner or managing member will exercise sole Control over such fund, (2) such fund shall have a net worth in excess of $100,000,000, inclusive of the value of any unfunded commitments to such Fund but exclusive of its interest in the Mortgaged Property, (3) Mortgagor shall give Lender notice of such transfer not less than ten days after the date such fund acquires its interest, and (4) AIGGRE, directly or indirectly, shall retain at least 10% of the equity interest in and rights to distributions from such fund), (iii) any other person with respect to which Rating Confirmation is received, or (iv) an institutional investor who, among other things, maintains a specified net worth. In addition, the related loan agreement contains a provision which allows the Mortgagor the right to transfer all of the loan collateral to certain single purpose entities which agree to assume the loan obligations and which is controlled and at least 51% owned by one or more Qualified Equityholders. Loan No. 10 (Fair Lakes Office Park). The Mortgagor must at all times be controlled and at least 50% owned by an entity controlled by Shorenstein Realty Investors Seven, LP, the sole member of the Mortgagor, provided that a transfer (but not a pledge or encumbrance) for a direct or indirect beneficial interest in Mortgagor or the Mortgaged Property to a "Permitted Transferee" will not require Mortgagee's consent or rating agency confirmation. "Permitted Transferee" means: (i) a pension fund, pension trust, pension account; (ii) a pension fund advisor who is acting on behalf of one or more pension funds that, in the aggregate, satisfies requirements of a corporation defined below; (iii) a corporation organized under the banking laws of the United States or any state or territory of the United States (including the District of Columbia) with a combined capital surplus of at least $5,000,000; (iv) an insurance company which is subject to supervision by the insurance commissioner, or a similar official or agency, of a state or territory of the United States (including the District of Columbia), and (v) any person. Further provided that, immediately prior to a transfer, each Permitted Transferee will, (i) own directly or indirectly (in name or under management) total gross real estate assets of at least $1,000,000,000 and (ii) own or operate at least five (5) CBD or suburban office towers totaling no less than 5,000,000 square feet (exclusive of the Mortgaged Property). For a Permitted Transferee who is an insurance company or a person, each will have a net worth, determined as of a date no more than six (6) months prior to the date of the transfer, not lower than $500,000,000 and $400,000,000, respectively. Loan No. 10 (Fair Lakes Office Park). Future mezzanine debt is permitted, subject to, among other things, a maximum combined loan-to-value ratio of 70%, a minimum aggregate debt service coverage ratio greater than 1.20, and a maximum weighted loan constant of 8.5%. Loan No. 17 (Seattle Trade Center). The Mortgagor must at all times be at least 50% owned by a Shorenstein controlled entity and such entity must remain responsible for asset and property management decisions. In addition, transfers to Permitted Transferees are permitted with notice to, but without consent of, lender. "Permitted Transferee" means, any of the following entities (unless the entity is a disqualified transferee):(i) a pension fund, pension trust or pension account that immediately prior to such transfer (a) owns, directly or indirectly, total gross real estate assets of at least $500,000,000 and (b) owns or operates at least five (5) CBD or suburban office properties totaling no less than 2,500,000 square feet (exclusive of the Mortgaged Property); (ii) a pension fund advisor who (a) immediately prior to such transfer, controls, directly or indirectly, at least $500,000,000 of total gross real estate assets, (b) owns or operates at least five (5) CBD or suburban office properties totaling no less than 2,500,000 square feet (exclusive of the Mortgaged Property) and (c) is acting on behalf of one or more pension funds that, in the aggregate, satisfy the requirements of clause (i) of this definition; (iii) subject to lender approval, which will not be unreasonably withheld, delayed or conditioned, an insurance company which is subject to supervision by the insurance commissioner, or a similar official or agency, of a state or territory of the United States (including the District of Columbia) (a) with a net worth, determined as of a date no more than six (6) months prior to the date of the transfer of at least $250,000,000 and (b) which, immediately prior to such transfer, controls, directly or indirectly, total gross real estate assets of at least $500,000,000; (iv) subject to lender approval, which will not be unreasonably withheld, delayed or conditioned, a corporation organized under the banking laws of the United States or any state or territory of the United States (including the District of Columbia) (a) with a combined capital and surplus of at least $250,000,000 and (b) which, immediately prior to such transfer, controls, directly or indirectly, total gross real estate assets of at least $500,000,000; (v) any person who (a) owns or operates at least five (5) CBD or suburban office properties totaling no less than 2,500,000 square feet (exclusive of the Mortgaged Property), (b) has a net worth, determined as of a date no more than six (6) months prior to the date of such transfer, of at least $200,000,000 and (c) immediately prior to such transfer, controls, directly or indirectly, total gross real estate assets of at least $500,000,000; or (vi) any person in which more than fifty percent (50%) of the ownership interests are owned directly or indirectly by any of the entities listed in subsections (iii) through (v) of this definition of "Permitted Transferee", or any combination of more than one such entity, and which is controlled directly or indirectly by such entity or entities. Loan No. 17 (Seattle Trade Center). Future mezzanine debt is permitted, subject to, among other things, a maximum combined loan-to-value ratio of 70% and a minimum aggregate debt service coverage ratio greater than 1.20. Loan No. 38 (Paradise Esplanade). Future mezzanine debt is permitted, subject to, among other things: (i) a maximum mezzanine indebtedness on all outstanding mezzanine debt not greater than $1,468,750; (ii) the maximum combined loan-to-value not greater than 85% on all outstanding indebtedness; (iii) the actual minimum combined debt service coverage ratio is greater than 1.16 and a ratio greater than 1.10 on the outstanding principal of the Mortgage Loan; and (iv) all mezzanine debt proceeds are to be applied to tenant improvement or leasing commission expenses for new or existing leases. Loan No. 40 (El Dorado Hills Town Center). Future mezzanine debt is permitted, subject to, among other things, a combined maximum loan-to-value ratio of 80% and a minimum aggregate debt service coverage ratio of 1.15. Loan No. 46 (Highridge Crossings). Future mezzanine debt is permitted, subject to, among other things, a combined maximum loan-to-value ratio of 80% and a minimum aggregate debt service coverage ratio of 1.15. Loan No. 48 (Greenlawn Phase I). Future mezzanine debt is permitted, subject to, among other things, a combined maximum loan-to-value ratio of 85% and a minimum aggregate debt service coverage ratio of 1.10. Loan No. 57 (Scottsdale Gateway II). Future mezzanine debt is permitted with a limited purpose to incur debt in connection to construction of a parking garage, subject to, among other things, a combined maximum loan-to-value ratio of 80% and a minimum aggregate debt service coverage ratio of 1.10. Loan No. 66 (Decatur Crossing II). Future mezzanine debt is permitted, subject to, among other things, a combined maximum loan-to-value ratio of 75% and a minimum aggregate debt service coverage ratio of 1.20. Loan No. 75 (Pecos Legacy). Future mezzanine debt is permitted, subject to, among other things, a combined maximum loan-to-value ratio of 80% and a minimum aggregate debt service coverage ratio of 1.15. Loan No. 78 (Mercado at Scottsdale Ranch). Future mezzanine debt is permitted, subject to, among other things, a combined maximum loan-to-value ratio of 85% and a minimum aggregate debt service coverage ratio of 1.10. Loan No. 87 (Smithsonian Warehouse). Future mezzanine debt is permitted, subject to, among other things, a combined maximum loan-to-value ratio of 80% and a minimum aggregate debt service coverage ratio of 1.15. Loan No. 96 (Govalle). Future mezzanine debt is permitted, subject to, among other things, a combined maximum loan-to-value ratio of 85% and a minimum aggregate debt service coverage ratio of 1.10. Loan No. 122 (Jamestown Village Plaza). Future mezzanine debt is permitted, subject to, among other things, a combined maximum loan-to-value ratio of 80% and a minimum aggregate debt service coverage ratio of 1.15. Loan No. 123 (Shady Hollow Village I). Future mezzanine debt is permitted, subject to, among other things, a combined maximum loan-to-value ratio of 85% and a minimum aggregate debt service coverage ratio of 1.10. Loan No. 124 (Metcalf Building). Future mezzanine debt is permitted, subject to, among other things, (i) a combined maximum loan-to-value ratio of 85%; (ii) a minimum aggregate debt service coverage ratio of 1.10; and provided the mezzanine lender is either the Florida Choice Bank or other permitted institutional lenders. Loan No. 131 (Battlefield Tech Center III) Parent of the borrower has pledged its equity interest in the borrower to secure a loan from Property Holdings LLC. According to the related Subordination and Standstill Agreement, the original principal balance of the mezzanine loan has been repaid in full, and the borrower is required to pay additional interest on the mezzanine loan in the amount of (i) 50% of excess cash flow from the Mortgaged Property, if any, due and payable within 30 days after the close of each calendar quarter and (ii) 50% of excess proceeds from the sale of the Mortgaged Property, if any, when received by the borrower. Loan No. 151 (Park West Office II). Future mezzanine debt is permitted, subject to, among other things, a combined maximum loan-to-value ratio of 85% and a minimum aggregate debt service coverage ratio of 1.10. (26) Loan No. 7 (The Alhambra). The Mortgagor has the Releases of Mortgaged right to partially release (A) a portion of the Property Mortgaged Property for redevelopment by The Alhambra Residential Community, LLC, upon satisfaction of certain conditions, including among others: (1) the lien-free completion of a certain west parking structure, east parking structure or other parking facilities not in existence on the origination date, (2) certain minimum parking requirements for the new facilities and (3) the partial release would not increase the loan-to-value ratio of the Mortgaged Property or reduce the revenues or the debt-service-coverage ratio of the Mortgaged Property; (B) a certain southwest parcel, upon satisfaction of certain conditions, including among others: (1) the partial release would not reduce available parking on the Mortgaged Property, (2) the partial release would not reduce the revenues or the debt-service-coverage ratio of the Mortgaged Property and (3) a maximum loan-to-value ratio of 75%, after giving effect to the partial release; and (C) a certain eastern parcel, upon satisfaction of certain conditions, including among others: (1) the partial release would not reduce available parking on the Mortgaged Property, (2) the partial release would not reduce the revenues or the debt-service-coverage ratio of the Mortgaged Property and (3) the partial release would not increase the loan-to-value ratio of the Mortgaged Property or reduce the revenues or the debt-service-coverage ratio of the Mortgaged Property. Loan No. 10 (Fair Lakes Office Park). The Mortgagor has the right to partially release the Mortgaged Property to an Affiliate of Mortgagor for the development of additional buildings, upon satisfaction of certain conditions, including among others: (1) the partial release would not be a "significant modification" or cause the Mortgage Loan to cease to being a "qualified mortgage;" (2) the Assumed DSCR on the non-released parcel, immediately preceding the date of a partial release, does not fall below a minimum Assumed DSCR underwritten on the closing date provided that if the minimum Assumed DSCR is not met due to a proposed tenant relocation in connection to a partial release, then cash or cash equivalents may be deposited into the Low DSCR Reserve to satisfy the Assumed DSCR requirements; and (3) an Appraisal report 90 days prior to a partial release confirms a loan-to-value ratio on the non-released parcel that is not greater than the maximum loan-to-value ratio underwritten at closing. Loan No. 17 (Seattle Trade Center). The Mortgagor has the right to release a condominium or similar interest comprised of all or a portion of the air rights above the parking garage in connection with a transfer to an affiliate of the Mortgagor for the development of a residential development in a manner that is compatible with the character, nature and quality of the Mortgaged Property, subject to the satisfaction of certain conditions including, among others: (i) no improved portion of the Mortgaged Property will be released, (ii) after giving effect to the release, the debt-service-coverage ratio does not decline and is not less than the debt-service-coverage ratio for the Mortgaged Property as of the date of origination and (iii) after giving effect to the release, the loan-to-value ratio is not greater than the loan-to-value ratio of the Mortgaged Property as of the date of origination. Loan No. 51 (1301 Connecticut Avenue, NW). The Mortgagor has the right to partially release the Mortgaged Property upon the prepayment or defeasance of an amount equal to $2,000,000 (or $1,750,000 if certain leasing conditions are satisfied prior to 90 days of closing) and an additional yield maintenance premium if prepaid during the lockout period or an additional partial defeasance premium if prepaid thereafter. Loan No. 91 (Mission Valley Shopping Center). The Mortgagor has to right to partially release a certain portion of the Mortgaged Property presently improved with a Blockbuster, through partial defeasance, subject to the satisfaction of certain conditions, including among others: (i) defeasance of the principal amount of the greater of (a) $1,100,000 or (b) an amount equal to 110% of the appraised value of the released parcel, (ii) the debt-service-coverage ratio for the remaining portion of the Mortgaged Property shall be equal to or greater than (a) 1.15x and (b) 0.90x utilizing a mortgage constant equal to 9.25% and (iii) the loan-to-value ratio for the remaining properties shall be equal to or less than 80%. (27) Loan No. 35 (Copper Beech Townhomes-Missouri) The Local Law Compliance Mortgaged Property must designate nine (9) additional parking spaces as complying with Americans with Disabilities Act requirements no later than 60 days post-loan closing. (29) Loan No. 25 (Sherwood Regional Mall). The Single Purpose Entity requirement for an independent director and delivery of a non-consolidation opinion were waived unless such opinion would be required by any Rating Agency in connection with a securitization or a property transfer. Loan No. 35 (Copper Beech Townhomes-Missouri) and Loan No. (Copper Beech Townhomes-Michigan). The requirement for an independent director and delivery of a non-consolidation opinion were waived, unless required in connection with a securitization or a transfer. Loan No. 37 (Mullins Crossing Shopping Center). The requirement for an independent director was waived. Loan No. 38 (Paradise Esplanade). The requirement for an independent director and delivery of a non-consolidation opinion were waived. Loan No. 40 (El Dorado Hills Town Center). The requirement for an independent director and the delivery of a non-consolidation opinion were waived, unless such opinion would be required by a Rating Agency in connection with a securitization or a property transfer. (37) Loan No. 51 (1301 Connecticut Avenue). The Mortgaged Licenses and Permits Property is operating under a partial certificate of occupancy. Losses suffered from the absence of a certificate of occupancy or any required permits is a non-recourse carve out event with springing recourse liability against the guarantor. Loan No. 92 (Three Tower Bridge). Certificates of occupancy were not available due to damaged records. However, the Borough of Conshohocken, Pennsylvania confirms that the building is legally occupied, and the absence of certificates of occupancy is not considered to be a violation and will not give rise to any enforcement action. Law and Ordinance coverage is in place and required for the term of the loan. Loan No. 135 (Southampton Shopping Center). Certificates of occupancy could not be located for the Mortgaged Property. Losses resulting from the failure to obtain a certificate of occupancy constitutes a non-recourse carve out event with springing full recourse liability against the Mortgagor. Loan No. 138 (South Jefferson Medical Arts Building). The Mortgaged Property is operating under a partial certificate of occupancy. Losses suffered from the absence of a certificate of occupancy or any required permits is a non-recourse carve out event with springing recourse liability against the guarantor. (38) Loan No. 10 (Fair Lakes Office Park) and Loan No. 17 Organization of (Seattle Trade Center). The Mortgagors of these Mortgagors; Affiliation Mortgages have the same sponsor (Shorenstein Realty with other Mortgagors Investors Seven, LP.). Loan No. 35 (Copper Beech Townhomes-Missouri), Loan No. 36 (Copper Beech Townhomes-Michigan) and Loan No. 80 (Copper Beech Townhomes-Indiana). The Mortgagors of these Mortgages have the same sponsor (John R. McWhirter). Loan No. 39 (600 Jefferson Avenue) and Loan No. 84 (100 Seacaucus Road). The Mortgagors of these Mortgages have the same sponsor (Hartz Financial). Loan No.48 (Greenlawn Phase I), Loan No. 78 (Mercado at Scottsdale Ranch), Loan No. 96 (Govalle), Loan No. 123 (Shady Hollow Village I) and. The Mortgagors of these Mortgages have the same sponsors (John Rassier: all four Mortgages) (Mark Mariani: Greenlawn Phase I, Govalle and Shady Hollow Village I). Loan No. 88 (The Grande 16), Loan No. 115 (Am Star 16) and Loan No. 133 (Arroyo Grande Stadium 10). The Mortgagors of these Mortgages have the same sponsor (EPT DownREIT, Inc.). Loan No. 113 (East Windsor Medical Arts Building) and Loan No. 138 (South Jefferson Medical Arts Building). The Mortgagors of these Mortgages have the same sponsor (Barry Gordon). Loan No. 144 (Park West Office I) and Loan No. 151 (Park West Office II). The Mortgagors of these Mortgages have the same sponsors (Judd Missner and Galen Missner). (40) Loan No. 1 (One Beacon Street), Loan No. 5 (Village Recourse of Merrick Park) and Loan No. 17 (Seattle Trade Center). The loan is recourse only to the Borrower. Loan No. 10 (Fair Lakes Office Park Office). The Mortgagor (SRI Seven Fair Lakes LLC) is the guarantor and has limited non-recourse carve out and environmental liability. Loan No. 37 (Mullins Crossing Shopping Center). The Mortgage Loan does not have a non-recourse carve out guarantor. Loan No. 120 (Southshore Shops). The Mortgage Loan does not have a non-recourse carve out for environmental liability. (46) Loan No. 5 (Village of Merrick Park). The Mortgage Subordinate Debt Loan is an A/B Loan and the related B Note is also secured by the Mortgaged Property. The holder of the A Note and the B Note have entered into an intercreditor agreement that provides that the B note is subordinate. Loan No. 77 (Village Square Retail Center). The Mortgage Loan is secured by a second lien Deed of Trust on the Mortgaged Property. The holder of the Mortgage and the holder of the second lien Deed of Trust have entered into a subordination and intercreditor agreement effective at the date of origination, subject to a covenant to deliver within sixty (60) days of origination. If the Mortgagor does not deliver a fully executed agreement, then the loan become full recourse to the Mortgagor. Loan No. 114 (Lichtins Office). The Mortgage Loan is an A/B Loan and the related B Note is also secured by the Mortgaged Property. The holder of the A Note and the B Note have entered into an intercreditor agreement that provides that the B note is subordinate. Loan No. 136 (Talmadge Town Center) The Mortgage Loan is an A/B Loan and the related B Note is also secured by the Mortgaged Property. The holder of the A Note and the B Note have entered into an intercreditor agreement that provides that the B note is subordinate. EXHIBIT D FORM OF OFFICER'S CERTIFICATE Goldman Sachs Mortgage Company ("Seller") hereby certifies as follows: 1. All of the representations and warranties (except as set forth on Schedule C) of the Seller under the Mortgage Loan Purchase Agreement, dated as of October 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 October 6, 2006, as supplemented by the Prospectus Supplement, dated October 17, 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 October 17, 2006 (the "Offering Circular"), relating to the offering of the Class X, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S, Class R and Class LR Certificates, in the case of the Prospectus and the Prospectus Supplement, as of the date of the Prospectus Supplement or as of the date hereof, or the Offering Circular, as of the date of thereof or as of the date hereof, included or includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading. Capitalized terms used herein without definition have the meanings given them in the Agreement. [SIGNATURE APPEARS ON THE FOLLOWING PAGE] Certified this ___ day of October, 2006. GOLDMAN SACHS MORTGAGE COMPANY 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.