Mortgage Loan Purchase Agreement between GS Mortgage Securities Corporation II and Greenwich Capital Financial Products, Inc. (July 1, 2007)

Contract Categories: Business Finance › Purchase Agreements
Summary

This agreement, dated July 1, 2007, is between GS Mortgage Securities Corporation II (purchaser) and Greenwich Capital Financial Products, Inc. (seller). The seller agrees to sell a portfolio of mortgage loans to the purchaser for $4.66 billion. The agreement outlines the transfer of ownership, payment terms, and the handling of related documents and funds. The purchaser will subsequently transfer these loans into a trust, which will issue certificates to investors. The agreement also details the treatment of joint loan interests and the responsibilities for record-keeping and tax treatment.

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EX-10.2 5 gs8754808-ex10_2.txt MORTGAGE LOAN PURCHASE AGREEMENT EXHIBIT 10.2 ------------ ================================================================================ GS MORTGAGE SECURITIES CORPORATION II, PURCHASER, GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of July 1, 2007 Series 2007-GG10 ================================================================================ This Mortgage Loan Purchase Agreement (this "Agreement"), dated as of July 1, 2007, is between GS Mortgage Securities Corporation II, a Delaware corporation, as purchaser (the "Purchaser"), and Greenwich Capital Financial Products, Inc., a Delaware corporation, as seller (the "Seller"). Capitalized terms used in this Agreement not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement, dated as of July 1, 2007 (the "Pooling and Servicing Agreement"), among the Purchaser, as seller, Wachovia Bank, National Association, as master servicer (the "Master Servicer"), CWCapital Asset Management LLC, as special servicer (the "Special Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"), pursuant to which the Purchaser will sell the Mortgage Loans (as defined herein) and certain other commercial mortgage loans (including the Other Seller Interests (as defined below)) to a trust fund (the "Trust Fund") and certificates representing ownership interests in such mortgage loans will be issued by 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; provided that, in the case of each Joint Loan (as defined below), if the context requires, the term "Mortgage Loan" shall refer to the related Seller Interest (as defined below) with respect to such Joint Loan. 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). With respect to each of the mortgage loans identified on the Mortgage Loan Schedule as 1615 L Street and Wells Fargo Tower (the "Lehman Joint Loans"), the Seller will sell a 51% pari passu interest and a 49% pari passu interest, respectively, in such mortgage loans, and Lehman Brothers Holdings Inc. ("Lehman") will sell a 49% pari passu interest and a 51% pari passu interest, respectively, in such mortgage loans pursuant to a Mortgage Loan Purchase Agreement dated as of July 1, 2007 (the "Lehman Mortgage Loan Purchase Agreement"). With respect to the mortgage loan identified on the Mortgage Loan Schedule as 119 West 40th Street (the "Wachovia Joint Loan" and, together with the Lehman Joint Loans, the "Joint Loans"), the Seller will sell a 50% pari passu interest in such mortgage loan, and Wachovia Bank, National Association ("Wachovia" and, together with Lehman, the "Other Sellers") will sell a 50% pari passu interest in such mortgage loan pursuant to a Mortgage Loan Purchase Agreement dated as of July 1, 2007 (the "Wachovia Mortgage Loan Purchase Agreement" and, together with the Lehman Mortgage Loan Purchase Agreement, the "Other Mortgage Loan Purchase Agreements"). With respect to each Joint Loan, the Seller's interest in such Joint Loan that is being sold to the Purchaser hereunder is referred to herein as the "Seller Interest"; and the related Other Seller's interest in such Joint Loan that is being sold to the Purchaser under the related Other Mortgage Loan Purchase Agreement is referred to herein as the "Other Seller Interest". Upon the sale of the Mortgage Loans, the ownership of each related Note, subject to the rights of the other holders of interest in a Companion Loan, the Seller's interest in the related Mortgage and the other contents of the related Mortgage File, will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to the related Mortgage Loan (other than a Non-Serviced Companion Loan) prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D, Class E and Class F Certificates (the "Offered Certificates") to the underwriters (the "Underwriters") specified in the Underwriting Agreement, dated as of June 21, 2007 (the "Underwriting Agreement"), between the Purchaser and the Underwriters, and the Purchaser will sell the Class X, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S, Class R and Class LR Certificates (the "Private Certificates") to the initial purchasers (the "Initial Purchasers" and, collectively with the Underwriters, the "Dealers") specified in the Certificate Purchase Agreement, dated as of June 21, 2007 (the "Certificate Purchase Agreement"), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay to the Seller or at the Seller's direction $4,656,603,876.70 (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. (c) Notwithstanding anything to the contrary in this Agreement, with respect to each Joint Loan, the delivery of the required documents by the Seller or the related Other Seller shall satisfy the delivery requirements of the Seller hereunder except with respect to the Notes. 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, Annex C-1 or Annex C-2 thereto and the CD-ROM and the Diskette included therewith (collectively, the "Public Offering Documents"), and as a result the Underwriters' legal counsel has determined that it is necessary to amend or supplement the Public Offering Documents in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or to make the Public Offering Documents in compliance with applicable law, the Seller shall (to the extent that such amendment or supplement solely relates to the Seller Information at the expense of the Seller, do all things reasonably necessary to assist the Depositor to prepare and furnish to the Underwriters, such amendments or supplements to the Public Offering Documents as may be necessary so that the statements in the Public Offering Documents, as so amended or supplemented, will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading and will comply with applicable law. (All terms under this clause (d) and not otherwise defined in this Agreement shall have the meanings set forth in the Indemnification Agreement, dated June 21, 2007, between the Seller and the Purchaser (the "Indemnification Agreement" and, together with this Agreement, the "Operative Documents")); and (e) for so long as the Trust Fund is subject to the reporting requirements of the Exchange Act, the Seller shall provide the Purchaser (or with respect to any Serviced Companion Loan that is deposited into another securitization, the depositor of such securitization) and the Paying Agent with any Additional Form 10-D Disclosure and any Additional Form 10-K Disclosure set forth next the Seller's name on Exhibit U and Exhibit V of the Pooling and Servicing Agreement within the time periods set forth in the Pooling and Servicing Agreement. SECTION 6 Representations and Warranties. (a) The Seller represents and warrants to the Purchaser as of the date hereof and as of the Closing Date that: (i) The Seller is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to own its assets and conduct its business, is duly qualified as a foreign organization in good standing in all jurisdictions to the extent such qualification is necessary to hold and sell the Mortgage Loans or otherwise comply with its obligations under this Agreement except where the failure to be so qualified would not have a material adverse effect on its ability to perform its obligations hereunder, and the Seller has taken all necessary action to authorize the execution, delivery and performance under the Operative Documents and has duly executed and delivered this Agreement and the Indemnification Agreement, and has the power and authority to execute, deliver and perform under this Agreement and each other Operative Document and all the transactions contemplated hereby and thereby, including, but not limited to, the power and authority to sell, assign, transfer, set over and convey the Mortgage Loans in accordance with this Agreement; (ii) Assuming the due authorization, execution and delivery of each Operative Document by each party thereto other than the Seller, each Operative Document will constitute a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iii) The execution and delivery of each Operative Document by the Seller and the performance of its obligations hereunder and thereunder will not conflict with any provision of any law or regulation to which the Seller is subject, or conflict with, result in a breach of, or constitute a default under, any of the terms, conditions or provisions of any of the Seller's organizational documents or any agreement or instrument to which the Seller is a party or by which it is bound, or any order or decree applicable to the Seller, or result in the creation or imposition of any lien on any of the Seller's assets or property, in each case which would materially and adversely affect the ability of the Seller to carry out the transactions contemplated by the Operative Documents; (iv) There is no action, suit, proceeding or investigation pending or, to the Seller's knowledge, threatened against the Seller in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity of the Mortgage Loans or the ability of the Seller to carry out the transactions contemplated by each Operative Document; (v) The Seller is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that, in Seller's good faith and reasonable judgment, is likely to materially and adversely affect the condition (financial or other) or operations of the Seller or its properties or might have consequences that, in Seller's good faith and reasonable judgment, is likely to materially and adversely affect its performance under any Operative Document; (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, each Operative Document or the consummation of the transactions contemplated hereby or thereby, other than those which have been obtained by the Seller; (vii) The transfer, assignment and conveyance of the Mortgage Loans by the Seller to the Purchaser is not subject to bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction; and (viii) The Mortgage Loans were originated by a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the Act, a savings and loan association, a savings bank, a commercial bank, credit union, insurance company or other similar institution which is supervised and examined by a federal or state authority. (b) The Purchaser represents and warrants to the Seller as of the Closing Date that: (i) The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to own its assets and conduct its business, is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the ability of the Purchaser to perform its obligations hereunder, and the Purchaser has taken all necessary action to authorize the execution, delivery and performance of this Agreement by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby; (ii) Assuming the due authorization, execution and delivery of this Agreement by the Seller, this Agreement will constitute a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iii) The execution and delivery of this Agreement by the Purchaser and the performance of its obligations hereunder will not conflict with any provision of any law or regulation to which the Purchaser is subject, or conflict with, result in a breach of, or constitute a default under, any of the terms, conditions or provisions of any of the Purchaser's organizational documents or any agreement or instrument to which the Purchaser is a party or by which it is bound, or any order or decree applicable to the Purchaser, or result in the creation or imposition of any lien on any of the Purchaser's assets or property, in each case which would materially and adversely affect the ability of the Purchaser to carry out the transactions contemplated by this Agreement; (iv) There is no action, suit, proceeding or investigation pending or, to the Purchaser's knowledge, threatened against the Purchaser in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity of this Agreement or any action taken in connection with the obligations of the Purchaser contemplated herein, or which would be likely to impair materially the ability of the Purchaser to perform under the terms of this Agreement; (v) The Purchaser is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Purchaser or its properties or might have consequences that would materially and adversely affect its performance under any Operative Document; (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Purchaser of or compliance by the Purchaser with this Agreement or the consummation of the transactions contemplated by this Agreement other than those that have been obtained by the Purchaser. (c) The Seller further makes the representations and warranties as to the Mortgage Loans set forth in Exhibit B as of the Closing Date or other date set forth in Exhibit B, which representations and warranties are subject to the exceptions thereto set forth in Exhibit C; provided that the Seller expressly does not make any Multifamily Representation with respect to any Mortgage Loan that is not in the Multifamily Loan Group. As used in Exhibit B, the term "Multifamily Loan Group" shall mean a loan group comprised of the multifamily mortgages and mortgages on manufactured housing parks identified as Loan Group 2 on the Mortgage Loan Schedule. The term "Multifamily Representation" shall mean each of the representations and warranties made by the Seller with respect to any Mortgage Loan in the Multifamily Loan Group in clause (48) of Exhibit B. (d) Pursuant to the Pooling and Servicing Agreement, if any party thereto discovers that any document constituting a part of a Mortgage File has not been properly executed, is missing, contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or does not appear to be regular on its face (each, a "Document Defect"), or discovers or receives notice of a breach of any representation or warranty of the Seller made pursuant to Section 6(c) of this Agreement with respect to any Mortgage Loan (a "Breach"), such party is required to give prompt written notice thereof to the Seller. (e) If any such Document Defect or Breach with respect to any Mortgage Loan materially and adversely affects (or, in the case of a breach of any Multifamily Representation, is deemed to materially and adversely affect) the value of the Mortgage Loan or the related Mortgaged Property or the interests of the Certificateholders therein, then such Document Defect shall constitute a "Material Document Defect" or such Breach shall constitute a "Material Breach," as the case may be. Promptly upon becoming aware of any such Material Document Defect or Material Breach (including through a written notice given by any party hereto, as provided above), the Seller, not later than 90 days from the earlier of the Seller's discovery or receipt of notice of such Material Document Defect or Material Breach, as the case may be (or, in the case of a Material Document Defect or Material Breach relating to a Mortgage Loan not being a "qualified mortgage" within the meaning of the REMIC Provisions, not later than 90 days of any party discovering such Material Document Defect or Material Breach provided the Seller receives notice thereof in a timely manner), cure the same in all material respects (which cure shall include payment of any Additional Trust Fund Expenses associated therewith) or, if such Material Document Defect or Material Breach, as the case may be, cannot be cured within such 90 day period, repurchase the affected Mortgage Loan or any related REO Property at the applicable Purchase Price by wire transfer of immediately available funds to the Collection Account (or, in the case of a Non-Serviced Mortgage Loan or an REO Property that relates to a Non-Serviced Mortgage Loan, to the related REO Account); provided, however, that if (i) such Material Document Defect or Material Breach is capable of being cured but not within such 90 day period, (ii) such Material Document Defect or Material Breach is not related to any Mortgage Loan's not being a "qualified mortgage" within the meaning of the REMIC Provisions and (iii) the Seller has commenced and is diligently proceeding with the cure of such Material Document Defect or Material Breach within such 90 day period, then the Seller shall have an additional 90 days to complete such cure or, in the event of a failure to so cure, to complete such repurchase (it being understood and agreed that, in connection with the Seller's receiving such additional 90 day period, the Seller shall deliver an Officer's Certificate to the Trustee setting forth the reasons such Material Document Defect or Material Breach is not capable of being cured within the initial 90 day period and what actions the Seller is pursuing in connection with the cure thereof and stating that the Seller anticipates that such Material Document Defect or Material Breach will be cured within such additional 90 day period); and provided, further, that, if any such Material Document Defect is still not cured after the initial 90 day period and any such additional 90 day period solely due to the failure of the Seller to have received the recorded document, then the Seller shall be entitled to continue to defer its cure and repurchase obligations in respect of such Document Defect so long as the Seller certifies to the Trustee every 30 days thereafter that the Document Defect is still in effect solely because of its failure to have received the recorded document and that the Seller is diligently pursuing the cure of such defect (specifying the actions being taken), except that no such deferral of cure or repurchase may continue beyond the second anniversary of the Closing Date. Any such repurchase of a Mortgage Loan shall be on a servicing released basis. The Seller shall have no obligation to monitor the Mortgage Loans regarding the existence of a breach or a document defect, but if the Seller discovers a Material Breach or Material Document Defect with respect to a Mortgage Loan, it will notify the Purchaser. For purposes of this Section 6(e) and other related provisions of this Agreement, a breach of any Multifamily Representation with respect to a Mortgage Loan in the Multifamily Loan Group shall be deemed to materially and adversely affect the value of the Mortgage Loan or the related Mortgaged Property or the interests of the Certificateholders in such Mortgage Loan and shall constitute a Material Breach. (f) In connection with any repurchase of a Mortgage Loan pursuant to this Section 6, the Pooling and Servicing Agreement shall provide that, subject to Section 3.26 of the Pooling and Servicing Agreement, the Trustee, the Custodian, the Master Servicer and the Special Servicer shall each tender to the repurchasing entity, upon delivery to each of them of a receipt executed by the repurchasing entity, all portions of the Mortgage File and other documents pertaining to such Mortgage Loan possessed by it, and each document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate to the repurchasing entity or its designee in the same manner, but only if the respective documents have been previously assigned or endorsed to the Trustee, and pursuant to appropriate forms of assignment, substantially similar to the manner and forms pursuant to which such documents were previously assigned to the Trustee; provided that such tender by the Trustee shall be conditioned upon its receipt from the Master Servicer of a Request for Release and an Officer's Certificate to the effect that the requirements for repurchase have been satisfied. (g) The representations and warranties of the parties hereto shall survive the execution and delivery and any termination of this Agreement and shall inure to the benefit of the respective parties, notwithstanding any restrictive or qualified endorsement on the Notes or Assignment of Mortgage or the examination of the Mortgage Files. (h) Each party hereby agrees to promptly notify the other party of any breach of a representation or warranty contained in Section 6(c). The Seller's obligation to cure any breach or repurchase or substitute any affected Mortgage Loan pursuant to this Section 6 shall constitute the sole remedy available to the Purchaser in connection with a breach of any of the Seller's representations or warranties contained in this Section 6(c); provided, however, that no limitation of remedy is implied with respect to the Seller's breach of its obligation to cure, repurchase or substitute in accordance with the terms and conditions of this Agreement. (i) With respect to each Joint Loan, in the event that the related Seller Interest is repurchased by the Seller pursuant to this Section 6 but the related Other Seller Interest is not repurchased by the related Other Seller pursuant to the related Other Mortgage Loan Purchase Agreement, the Seller and the Purchaser hereby agree that the provisions in Section 3.32 of the Pooling and Servicing Agreement shall govern the servicing and administration of such Joint Loan and the rights and obligations of the Seller and the Purchaser with respect to such Joint Loan. SECTION 7 Review of Mortgage File. The Purchaser shall require the Trustee or the Custodian pursuant to the Pooling and Servicing Agreement to review the Mortgage Files pursuant to Section 2.02 of the Pooling and Servicing Agreement and if it finds any document or documents not to have been properly executed, or to be missing or to be defective on its face in any material respect, to notify the Purchaser, which shall promptly notify the Seller. SECTION 8 Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the purchase price for the Mortgage Loans as contemplated by Section 1. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which would constitute a default under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D. The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof. (b) The Purchaser shall have received the following additional closing documents: (i) copies of the Seller's Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller; (ii) a certificate as of a recent date of the Secretary of State of the State of Delaware to the effect that the Seller is duly organized, existing and in good standing in the State of Delaware; (iii) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form substantially similar to the opinions set forth in Exhibit E, acceptable to the Underwriters and each Rating Agency; and (iv) a letter from counsel of the Seller to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the date thereof or as of the Closing Date contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. (c) The Offered Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. (d) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement. (e) The Seller shall furnish the Purchaser with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request. SECTION 9 Closing. The closing for the purchase and sale of the Mortgage Loans shall take place at the office of Cadwalader, Wickersham & Taft LLP, New York, New York, at 10:00 a.m., on the Closing Date or such other place and time as the parties shall agree. The parties hereto agree that time is of the essence with respect to this Agreement. SECTION 10 Expenses. The Seller will pay its pro rata share (the Seller's pro rata portion to be determined according to the percentage that the aggregate principal balance as of the Cut-off Date of all the Mortgage Loans represents as to the aggregate principal balance as of the Cut-off Date of all the mortgage loans to be included in the Trust Fund) of all costs and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing,) and delivering the Certificates; (iii) the reasonable and documented fees, costs and expenses of the Trustee and its counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Prospectus, the Offering Circular (as defined in the Indemnification Agreement) and any related 8-K Information (as defined in the Underwriting Agreement), including the cost of obtaining any "comfort letters" with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering the Registration Statement and Prospectus and the reproducing and delivery of this Agreement and the furnishing to the Underwriters of such copies of the Registration Statement, Prospectus and this Agreement as the Underwriters may reasonably request; (viii) the fees of the rating agency or agencies requested to rate the Certificates; and (ix) the reasonable fees and expenses of Cadwalader, Wickersham & Taft LLP, counsel to the Purchaser and the Underwriters. SECTION 11 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement. Furthermore, the parties shall in good faith endeavor to replace any provision held to be invalid or unenforceable with a valid and enforceable provision which most closely resembles, and which has the same economic effect as, the provision held to be invalid or unenforceable. SECTION 12 Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York without regard to conflicts of law principles and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. SECTION 13 No Third-Party Beneficiaries. The parties do not intend the benefits of this Agreement to inure to any third party except as expressly set forth in Section 14. SECTION 14 Assignment. The Seller hereby acknowledges that the Purchaser has, concurrently with the execution hereof, executed and delivered the Pooling and Servicing Agreement and that, in connection therewith, it has assigned its rights hereunder to the Trustee for the benefit of the Certificateholders. The Seller hereby acknowledges its obligations pursuant to Sections 2.01, 2.02 and 2.03 of the Pooling and Servicing Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Purchaser and their permitted successors and assigns. The warranties and representations and the agreements made by the Seller herein shall survive delivery of the Mortgage Loans to the Trustee until the termination of the Pooling and Servicing Agreement. SECTION 15 Notices. All communications hereunder shall be in writing and effective only upon receipt and (i) if sent to the Purchaser, will be mailed, hand delivered, couriered or sent by facsimile transmission to it at 85 Broad Street, New York, New York 10004, to the attention of Emily Brooks Garriott, fax number ###-###-####, with a copy to David Stiepleman, fax number ###-###-####, (ii) if sent to the Seller, will be mailed, hand delivered, couriered or sent by facsimile transmission and confirmed to it at Greenwich Capital Financial Products, Inc., 600 Steamboat Road, Greenwich, Connecticut 06830, to the attention of Andrew Snow, fax number ###-###-####, with a copy to Paul Stevelman, Esq., fax number ###-###-#### and (iii) in the case of any of the preceding parties, such other address as may hereafter be furnished to the other party in writing by such parties. SECTION 16 Amendment. This Agreement may be amended only by a written instrument which specifically refers to this Agreement and is executed by the Purchaser and the Seller. This Agreement shall not be deemed to be amended orally or by virtue of any continuing custom or practice. No amendment to the Pooling and Servicing Agreement which relates to defined terms contained therein or any obligations or rights of the Seller whatsoever shall be effective against the Seller unless the Seller shall have agreed to such amendment in writing. SECTION 17 Counterparts. This Agreement may be executed in any number of counterparts, and by the parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. SECTION 18 Exercise of Rights. No failure or delay on the part of any party to exercise any right, power or privilege under this Agreement and no course of dealing between the Seller and the Purchaser shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which any party would otherwise have pursuant to law or equity. No notice to or demand on any party in any case shall entitle such party to any other or further notice or demand in similar or other circumstances, or constitute a waiver of the right of either party to any other or further action in any circumstances without notice or demand. SECTION 19 No Partnership. Nothing herein contained shall be deemed or construed to create a partnership or joint venture between the parties hereto. Nothing herein contained shall be deemed or construed as creating an agency relationship between the Purchaser and the Seller and neither party shall take any action which could reasonably lead a third party to assume that it has the authority to bind the other party or make commitments on such party's behalf. SECTION 20 Miscellaneous. This Agreement supersedes all prior agreements and understandings relating to the subject matter hereof. Neither this Agreement nor any term hereof may be waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the waiver, discharge or termination is sought. SECTION 21 Further Assurances. The Seller and Purchaser each agree to execute and deliver such instruments and take such further actions as any party hereto may, from time to time, reasonably request in order to effectuate the purposes and carry out the terms of this Agreement. * * * * * * IN WITNESS WHEREOF, the Purchaser and the Seller have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written. GS MORTGAGE SECURITIES CORPORATION II By: /s/ Leo Huang -------------------------------------- Name: Leo Huang Title: CFO GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. By: /s/ Andrew B. Snow -------------------------------------- Name: Andrew B. Snow Title: Senior Vice President EXHIBIT A MORTGAGE LOAN SCHEDULE 2007-GG10 Greenwich Mortgage Loan Schedule
Control Loan Loan Number Footnotes Number Group Property Name - -------- --------- ------- ------- ------------------------------------ 2 2 07-0209 Group 1 Wells Fargo Tower 3 2 07-0352 Group 1 Two California Plaza 4 06-1099 Group 1 TIAA RexCorp New Jersey Portfolio 4.01 06-1099 Group 1 7 Giralda Farms 4.02 06-1099 Group 1 1 Giralda Farms 4.03 06-1099 Group 1 101 JFK Parkway 4.04 06-1099 Group 1 3 Giralda Farms 4.05 06-1099 Group 1 103 JFK Parkway 4.06 06-1099 Group 1 44 Whippany Road 5 07-0195 Group 1 400 Atlantic Street 7 06-1016 Group 1 TIAA RexCorp Plaza 8 07-0170 Group 1 InTown Suites Portfolio 8.01 07-0170 Group 1 Chesapeake 8.02 07-0170 Group 1 Gilbert 8.03 07-0170 Group 1 Northside Drive 8.04 07-0170 Group 1 Roswell 8.05 07-0170 Group 1 Gwinnett Place 8.06 07-0170 Group 1 Ashley Phosphate 8.07 07-0170 Group 1 Newport News North 8.08 07-0170 Group 1 Forest Lane 8.09 07-0170 Group 1 Indian Trail 8.10 07-0170 Group 1 Oxmoor 8.11 07-0170 Group 1 Indianapolis Northwest 8.12 07-0170 Group 1 Mobile West 8.13 07-0170 Group 1 Preston Highway 8.14 07-0170 Group 1 Raleigh 8.15 07-0170 Group 1 St. Charles 8.16 07-0170 Group 1 Indianapolis East 8.17 07-0170 Group 1 Forest Park 8.18 07-0170 Group 1 Dayton 8.19 07-0170 Group 1 Douglasville 8.20 07-0170 Group 1 Lilburn 8.21 07-0170 Group 1 Columbus East 8.22 07-0170 Group 1 Hazelwood 8.23 07-0170 Group 1 Matthews 8.24 07-0170 Group 1 Greenville South 8.25 07-0170 Group 1 Columbia Northwest 8.26 07-0170 Group 1 Columbus North 8.27 07-0170 Group 1 Jackson 8.28 07-0170 Group 1 Lithia Springs 8.29 07-0170 Group 1 Pittsburgh 8.30 07-0170 Group 1 UNC 8.31 07-0170 Group 1 Charleston Central 8.32 07-0170 Group 1 Greenville North 8.33 07-0170 Group 1 Gwinnett 8.34 07-0170 Group 1 Woodstock 8.35 07-0170 Group 1 Warner Robbins 9 2, 4 07-0353 Group 1 550 South Hope Street 10 5 06-1086 Group 2 Harbor Point Apartments 11 6 07-0056 Group 1 119 West 40th Street 12 06-1300 Group 1 1615 L Street 13 7 06-0959 Group 1 9200 Sunset Boulevard 14 4 06-1328 Group 1 Disney Building 16 9 07-0294 Group 1 55 Railroad Avenue 18 10 07-0347 Group 1 Franklin Mills 19 2, 4 07-0354 Group 1 Maguire Anaheim Portfolio 19.01 07-0354 Group 1 500 Orange Tower 19.02 07-0354 Group 1 24 Hour Fitness 20 11 07-0210 Group 1 Great Escape Theatres 20.01 07-0210 Group 1 New Albany 16 20.02 07-0210 Group 1 Clarksville 16 20.03 07-0210 Group 1 McDonough 16 20.04 07-0210 Group 1 Moline 14 20.05 07-0210 Group 1 Wilder 14 20.06 07-0210 Group 1 Bowling Green 12 20.07 07-0210 Group 1 O'Fallon 14 20.08 07-0210 Group 1 Williamsport 12 20.09 07-0210 Group 1 Noblesville 10 20.10 07-0210 Group 1 Seymour 8 20.11 07-0210 Group 1 Bedford 7 22 07-0042 Group 1 915 Wilshire Boulevard 23 06-1363 Group 1 Hyatt Regency Penn's Landing 24 4 07-0138 Group 1 Crescent 25 4, 12 06-1326 Group 1 1125 17th Street 26 07-0126 Group 1 Residence Inn Alexandria Old Town 28 07-0078 Group 1 200 West Jackson Boulevard 29 15 07-0247 Group 1 National Plaza I, II, III 30 15 07-0358 Group 1 1051 Perimeter Drive 31 07-0094 Group 1 2001 L Street 33 4 06-1370 Group 1 The Wharf at Rivertown 34 2 07-0428 Group 1 Lincoln Town Center 35 4, 13, 15 06-1169 Group 1 Green Road 36 4, 13, 15 06-1171 Group 1 Crown Pointe/Victor Park 36.01 06-1171 Group 1 Crown Pointe 36.02 06-1171 Group 1 Victor Park 37 07-0135 Group 1 GP2 37.01 07-0135 Group 1 Candlewood Suites Sterling 37.02 07-0135 Group 1 Staybridge Suites Memphis 37.03 07-0135 Group 1 Surburban Extended Stay Sterling 37.04 07-0135 Group 1 Candlewood Suites Lake Mary 37.05 07-0135 Group 1 Surburban Extended Stay Wilmington 37.06 07-0135 Group 1 Surburban Extended Stay Jacksonville 39 07-0145 Group 1 Holiday Inn Portfolio (Fixed) 39.01 07-0145 Group 1 Holiday Inn Lansing 39.02 07-0145 Group 1 Holiday Inn Express Pensacola 39.03 07-0145 Group 1 Crown Plaza - Cedar Rapids 39.04 07-0145 Group 1 Holiday Inn Pensacola 39.05 07-0145 Group 1 Holiday Inn Greentree Pittsburgh 39.06 07-0145 Group 1 Holiday Inn Winter Haven 39.07 07-0145 Group 1 Ramada Plaza Macon 39.08 07-0145 Group 1 Holiday Inn York 39.09 07-0145 Group 1 Holiday Inn Sheffield 39.10 07-0145 Group 1 Ramada Charleston 39.11 07-0145 Group 1 Holiday Inn Lancaster 41 07-0079 Group 1 Hughes Airport Center II 41.01 07-0079 Group 1 880 Grier Drive 41.02 07-0079 Group 1 980 Kelly Johnson Drive 41.03 07-0079 Group 1 975 Kelly Johnson Drive 41.04 07-0079 Group 1 950 Grier Drive 41.05 07-0079 Group 1 955 Kelly Johnson Drive 42 2 07-0429 Group 1 3800 Chapman 43 4, 14 07-0044 Group 2 Lakeside at White Oak 44 07-0108 Group 1 Hyatt Regency Albuquerque 45 06-1368 Group 1 Riverpark I & II 45.01 06-1368 Group 1 Riverpark I 45.02 06-1368 Group 1 Riverpark II 46 06-1192 Group 1 Hotel Burnham 50 07-0034 Group 1 Texas Retail Portfolio 50.01 07-0034 Group 1 Crossroads Center 50.02 07-0034 Group 1 Parkwood Shopping Center 50.03 07-0034 Group 1 Live Oak Shopping Center 50.04 07-0034 Group 1 Sunburst Center 50.05 07-0034 Group 1 Gateway Center 50.06 07-0034 Group 1 East Ridge Center 51 16 06-1281 Group 1 Pavilion at Lansdale 52 4 06-1443 Group 1 Commonwealth Square 53 06-1369 Group 1 Whitehorse Road 54 06-1195 Group 1 900 King Street 55 07-0196 Group 1 CitiFinancial 56 07-0234 Group 1 Doubletree Bayside - Boston, MA 59 06-1371 Group 1 BPG Pennsylvania Properties 59.01 06-1371 Group 1 500 Gravers Road 59.02 06-1371 Group 1 Two Baldwin Place 59.03 06-1371 Group 1 723 Electronic Drive 59.04 06-1371 Group 1 4070 Butler Pike 60 06-1311 Group 1 Hawaii Self-Storage: Salt Lake 62 06-1417 Group 1 Credence Systems Corp 63 07-0043 Group 1 430 Davis Drive 65 07-0214 Group 1 Tempe Commerce 66 07-0242 Group 1 Avion Lakeside 67 06-1413 Group 1 Dulles Corporate Center 68 06-1401 Group 1 Berry Town Center 70 06-1173 Group 1 Home Depot South San Francisco 71 06-1420 Group 2 Fountains at Fair Oaks 73 06-1374 Group 1 Hawaii Self-Storage: Pearl City 76 06-0864 Group 1 Harbor Corporate Center 77 06-1421 Group 2 Renaissance Park 80 06-1399 Group 1 Lyons 83 07-0097 Group 1 Securlock Self Storage Portfolio 83.01 07-0097 Group 1 Securlock Self Storage Allen 83.02 07-0097 Group 1 Securlock Self Storage Plano 83.03 07-0097 Group 1 Securlock Self Storage Fort Worth 83.04 07-0097 Group 1 Securlock Self Storage Coppell 85 06-1422 Group 2 Canyon Terrace 86 07-0366 Group 1 840 Grier 87 07-0194 Group 1 Shops on Sage 88 06-1451 Group 1 Templetown Properties 88.01 06-1451 Group 1 2152 N Broad Street 88.02 06-1451 Group 1 Antoinette (1429 N 15th) 88.03 06-1451 Group 1 1501 N 16th Street 88.04 06-1451 Group 1 1840 N 16th Street 88.05 06-1451 Group 1 1429 West Diamond Street 88.06 06-1451 Group 1 1520 N 15th Street 88.07 06-1451 Group 1 1525 N. 16th Street 88.08 06-1451 Group 1 1529 N 15th Street 88.09 06-1451 Group 1 1524 N. 16th Street 88.10 06-1451 Group 1 1403 Jefferson Street 88.11 06-1451 Group 1 1621 W Diamond Street 88.12 06-1451 Group 1 1641 W Diamond Street 88.13 06-1451 Group 1 1617 West Oxford Street 88.14 06-1451 Group 1 1809 N 17th Street 88.15 06-1451 Group 1 1820 Willington Street 88.16 06-1451 Group 1 1840 Willington Street 88.17 06-1451 Group 1 1430 West Susquehanna Avenue 88.18 06-1451 Group 1 1516 Montgomery Street 88.19 06-1451 Group 1 1908 N 17th Street 88.20 06-1451 Group 1 1428 West Susquehanna Avenue 88.21 06-1451 Group 1 2229 N Park 88.22 06-1451 Group 1 1414 West Diamond Street 88.23 06-1451 Group 1 1732 N Sydenham Street 88.24 06-1451 Group 1 2116 Carlisle Street 88.25 06-1451 Group 1 2118 Carlisle Street 88.26 06-1451 Group 1 2124 Carlisle Street 88.27 06-1451 Group 1 2126 Carlisle Street 88.28 06-1451 Group 1 2142 Carlisle Street 88.29 06-1451 Group 1 2144 Carlisle Street 88.30 06-1451 Group 1 2146 Carlisle Street 88.31 06-1451 Group 1 2152 Carlisle Street 88.32 06-1451 Group 1 2109 N 12th Street 88.33 06-1451 Group 1 1533 N Sydenham Street 88.34 06-1451 Group 1 1630 Willington Street 88.35 06-1451 Group 1 1518 Fontain Street 88.36 06-1451 Group 1 1534 Fontain Street 88.37 06-1451 Group 1 1613 Edgley Street 88.38 06-1451 Group 1 1629 Fontain Street 88.39 06-1451 Group 1 2124 N 17th Street 88.40 06-1451 Group 1 1536 Fontain Street 88.41 06-1451 Group 1 1808 Willington Street 88.42 06-1451 Group 1 1829 Willington Street 88.43 06-1451 Group 1 1520 Page Street 88.44 06-1451 Group 1 1611 Edgley Street 88.45 06-1451 Group 1 1618 Edgley Street 88.46 06-1451 Group 1 1815 Willington Street 88.47 06-1451 Group 1 1806 Willington Street 88.48 06-1451 Group 1 1535 N Sydenham Street 101 07-0019 Group 1 94-1420 Moaninai Street 103 07-0180 Group 1 The Pennsylvania Business Center 103.01 07-0180 Group 1 Pennsylvania Business Center 103.02 07-0180 Group 1 Wesley Building 104 06-1308 Group 1 Dockside 500 105 07-0006 Group 2 Ashley Place Apartments 106 06-1445 Group 1 Kmart Center 108 07-0179 Group 1 Fairview Industrial Park 113 4 06-1457 Group 1 9th Street Marketplace 114 07-0176 Group 1 4080 27th Court SE 115 07-0236 Group 1 375 Rivertown Drive 118 06-1444 Group 1 Glenbrook Shopping Center 119 06-0996 Group 1 LA Fitness Brandon 122 06-1432 Group 1 US Storage - Norwalk 123 06-0850 Group 1 Hampton Inn Omaha 124 06-1272 Group 1 Homewood Suites - Charlotte 128 07-0232 Group 1 Country Inn & Suites Portfolio 128.01 07-0232 Group 1 Country Inn & Suites - Cedar Falls 128.02 07-0232 Group 1 Country Inn & Suites - Waterloo 137 07-0205 Group 2 Cobblestone Creek Apartments 138 07-0008 Group 2 Casa Linda Apartments 139 07-0061 Group 1 1623 North Sheffield Avenue 141 07-0076 Group 1 442 Civic Center Drive 143 07-0018 Group 1 821 Grier Road 144 06-1365 Group 1 Beckman Chaska MN 155 06-1282 Group 2 Villas of La Costa 156 07-0129 Group 1 US Storage - Baltimore 159 06-1410 Group 1 5401 California Avenue 163 07-0134 Group 2 Variel Apartments 166 07-0231 Group 1 Talcott Plaza 169 06-1424 Group 1 Fairfield Inn Asheville Airport 170 07-0054 Group 1 Secure Storage 174 06-1400 Group 1 Dryden 175 07-0174 Group 1 11251 Pines Boulevard 177 06-0925 Group 1 A+ Storage Hermitage 179 07-0141 Group 1 Mini U Storage - Forestville 182 07-0009 Group 2 Manor House West Apartments 188 07-0010 Group 2 Morocco Apartments 189 07-0230 Group 1 405 Queen Street 190 06-0788 Group 1 Stone Valley Drive 192 07-0099 Group 1 Securlock Hurst 193 06-1407 Group 1 Atascocita Self Storage 194 07-0140 Group 1 Mini U Storage - Southfield 195 06-1276 Group 1 Woodside Executive Park - F & G 199 06-1244 Group 1 4510 South Eastern Avenue 201 06-1448 Group 1 5301 Longley Lane, Building F 202 06-1317 Group 1 110 Huffaker Lane Control Number Address City - -------- -------------------------------------------------------- ------------------- 2 333 South Grand Avenue Los Angeles 3 350 South Grand Avenue Los Angeles 4 4.01 7 Giralda Farms Madison 4.02 1 Giralda Farms Madison 4.03 101 JFK Parkway Short Hills 4.04 3 Giralda Farms Madison 4.05 103 JFK Parkway Short Hills 4.06 44 Whippany Road Morristown 5 400 Atlantic Street Stamford 7 Glen Curtiss Boulevard Uniondale 8 8.01 2150 Old Greenbrier Road Chesapeake 8.02 2350 West Obispo Avenue Gilbert 8.03 1375 Northside Drive, NW Atlanta 8.04 1175 Hembree Road Roswell 8.05 3750 Satellite Boulevard Duluth 8.06 7371 Mazyck Road Charleston 8.07 12015 Jefferson Avenue Newport News 8.08 9355 Forest Lane Dallas 8.09 1990 Willowtrail Parkway Norcross 8.10 90 Oxmoor Road Birmingham 8.11 5820 West 85th Street Indianapolis 8.12 5498 Inn Road Mobile 8.13 7121 Preston Highway Louisville 8.14 1491 Highway 70 East Garner 8.15 1769 Fairlane Drive St. Charles 8.16 2301 Post Drive Indianapolis 8.17 363 Forest Parkway Forest Park 8.18 8981 Kingsridge Drive Dayton 8.19 5820 Plaza Parkway Douglasville 8.20 4142 Stone Mountain Highway Lilburn 8.21 4790 Hilton Corporate Drive Columbus 8.22 9067 Dunn Road Hazelwood 8.23 9211 East Independence Boulevard Matthews 8.24 408 Mauldin Road Greenville 8.25 330 Columbiana Drive Columbia 8.26 2420 East Dublin-Granville Road Columbus 8.27 5731 I-55 North Jackson 8.28 637 West Market Circle Lithia Springs 8.29 4595 McKnight Road Pittsburgh 8.30 110 Rocky River Road West Charlotte 8.31 5035 North Arco Lane North Charleston 8.32 2504 Wade Hampton Boulevard Greenville 8.33 1950 Willow Trail Parkway Norcross 8.34 470 Parkway 575 Woodstock 8.35 2103 Moody Road Warner Robins 9 550 South Hope Street Los Angeles 10 24 Oyster Bay Road Boston 11 119 West 40th Street New York 12 1615 L Street NW Washington 13 9200 & 9220 West Sunset Boulevard Los Angeles 14 3800 West Alameda Avenue Burbank 16 55 Railroad Avenue Greenwich 18 1455 Franklin Mills Circle Philadelphia 19 19.01 450 & 500 North State College Boulevard Orange 19.02 3600 West Orangewood Avenue Orange 20 20.01 300 Professional Court New Albany 20.02 1810 Tiny Town Road Clarksville 20.03 115 Fosters Drive McDonough 20.04 4101 38th Street Moline 20.05 103 Crossing Drive Wilder 20.06 323 Great Escape Drive Bowling Green 20.07 900 Caledonia Drive O'Fallon 20.08 965 Lycoming Mall Circle Williamsport 20.09 10075 Town & Country Boulevard Noblesville 20.10 357 Tanger Boulevard Seymour 20.11 2929 Great Escape Drive Bedford 22 915 Wilshire Boulevard Los Angeles 23 201 South Christopher Columbus Boulevard Philadelphia 24 155 N Crescent Dr & 9355 Wilshire Boulevard Beverly Hills 25 1125 17th Street Denver 26 1456 Duke Street Alexandria 28 200 West Jackson Boulevard Chicago 29 999, 1000 & 1111 Plaza Drive Schaumburg 30 1051 Perimeter Drive Schaumberg 31 2001 L Street Washington 33 2501 Seaport Drive Chester 34 2677 North Main Street Santa Ana 35 2350, 2500, 2600 Green Road Ann Arbor 36 36.01 25900 Greenfield Road Oak Park 36.02 19575 Victor Parkway Livonia 37 37.01 45520 East Severn Way Sterling 37.02 1070 Ridgelake Boulevard Memphis 37.03 45510 E. Severn Way Sterling 37.04 1130 Greenwood Boulevard Lake Mary 37.05 245 Eastwood Road Wilmington 37.06 8285 Philips Highway Jacksonville 39 39.01 7501 West Saginaw Highway Lansing 39.02 7330 Plantation Road Pensacola 39.03 350 1st Avenue NE Cedar Rapids 39.04 7200 Plantation Road Pensacola 39.05 401 Holiday Drive Pittsburgh 39.06 1150 3rd Street SW Winter Haven 39.07 108 First Street Macon 39.08 334 Arsenal Road York 39.09 4900 Hatch Boulevard Sheffield 39.10 7401 Northwoods Boulevard Charleston 39.11 521 Greenfield Road Lancaster 41 41.01 880 Grier Drive Las Vegas 41.02 980 Kelly Johnson Drive Las Vegas 41.03 975 Kelly Johnson Drive Las Vegas 41.04 950 Grier Drive Las Vegas 41.05 955 Kelly Johnson Drive Las Vegas 42 3800 West Chapman Orange 43 10 Lakeside Way Newnan 44 330 Tijeras Avenue, NW Albuquerque 45 45.01 1000 River Road Whitemarsh Township 45.02 1200 River Road Whitemarsh Township 46 1 W. Washington Street Chicago 50 50.01 2018 E. 42nd Street Odessa 50.02 2235 Thousand Oaks Drive San Antonio 50.03 7903 Pat Booker Road Live Oak 50.04 5107 W. Wadley Avenue Midland 50.05 2300 Rankin Highway Midland 50.06 6012-6132 Eastridge Road Odessa 51 401-611 S. Broad Street Lansdale 52 703-717 East Bidwell St, 805-823 Wales Dr, 1325 Riley St Folsom 53 401 Whitehorse Road Voorhees Township 54 900 King Street Rye Brook 55 605 Munn Road Fort Mill 56 240 Mount Vernon Street Boston 59 59.01 500 Gravers Road Plymouth Township 59.02 1510 Chester Pike Eddystone 59.03 732 Electronic Drive Horsham 59.04 4070 Butler Pike Whitemarsh 60 808 Ahua Street Honolulu 62 1355 & 1421 California Circle Milpitas 63 430 Davis Drive Durham 65 7410 & 7419 S. Roosevelt Street Tempe 66 14555 & 14585 Avion Parkway Chantilly 67 13755 Sunrise Valley Drive Herndon 68 2432 Sand Mine Road Davenport 70 900 Dubuque Avenue South San Francisco 71 4800 Sunset Terrace Fair Oaks 73 98 - 138 Hila Place Pearl City 76 300 A Street Boston 77 3000 Lillard Drive Davis 80 2215 Lyons Road (various other addresses) Miamisburg 83 83.01 2060 Hedgcoxe Road Allen 83.02 2201 E. George Bush Freeway Plano 83.03 3500 River Bend Boulevard Fort Worth 83.04 320 S. Highway 121 Coppell 85 1600 Canyon Terrace Lane Folsom 86 840 Grier Drive Las Vegas 87 2800 Sage Road Houston 88 88.01 2152 N Broad Street Philadelphia 88.02 Antoinette (1429 N 15th) Philadelphia 88.03 1501 N 16th Street Philadelphia 88.04 1840 N 16th Street Philadelphia 88.05 1429 West Diamond Street Philadelphia 88.06 1520 N 15th Street Philadelphia 88.07 1525 N. 16th Street Philadelphia 88.08 1529 N 15th Street Philadelphia 88.09 1524 N. 16th Street Philadelphia 88.10 1403 Jefferson Street Philadelphia 88.11 1621 W Diamond Street Philadelphia 88.12 1641 W Diamond Street Philadelphia 88.13 1617 West Oxford Street Philadelphia 88.14 1809 N 17th Street Philadelphia 88.15 1820 Willington Street Philadelphia 88.16 1840 Willington Street Philadelphia 88.17 1430 West Susquehanna Avenue Philadelphia 88.18 1516 Montgomery Street Philadelphia 88.19 1908 N 17th Street Philadelphia 88.20 1428 West Susquehanna Avenue Philadelphia 88.21 2229 N Park Philadelphia 88.22 1414 West Diamond Street Philadelphia 88.23 1732 N Sydenham Street Philadelphia 88.24 2116 Carlisle Street Philadelphia 88.25 2118 Carlisle Street Philadelphia 88.26 2124 Carlisle Street Philadelphia 88.27 2126 Carlisle Street Philadelphia 88.28 2142 Carlisle Street Philadelphia 88.29 2144 Carlisle Street Philadelphia 88.30 2146 Carlisle Street Philadelphia 88.31 2152 Carlisle Street Philadelphia 88.32 2109 N 12th Street Philadelphia 88.33 1533 N Sydenham Street Philadelphia 88.34 1630 Willington Street Philadelphia 88.35 1518 Fontain Street Philadelphia 88.36 1534 Fontain Street Philadelphia 88.37 1613 Edgley Street Philadelphia 88.38 1629 Fonatin Street Philadelphia 88.39 2124 N 17th Street Philadelphia 88.40 1536 Fontain Street Philadelphia 88.41 1808 Willington Street Philadelphia 88.42 1829 Willington Street Philadelphia 88.43 1520 Page Street Philadelphia 88.44 1611 Edgley Street Philadelphia 88.45 1618 Edgley Street Philadelphia 88.46 1815 Willington Street Philadelphia 88.47 1806 Willington Street Philadelphia 88.48 1535 N Sydenham Street Philadelphia 101 94-1420 Moaninai Street Waipio 103 103.01 25,50,55 & 75 Utley Drive Camp Hill 103.02 860 Century Drive Mechanicsburg 104 90 Colonial Drive East Patchogue 105 1930 Ashley Way Westfield 106 5050 - 5200 Stockton Boulevard Sacramento 108 502-540 Industrial Drive Lewisberry 113 5600 South 900 East Murray 114 4080 27th Court SE Salem 115 375 Rivertown Drive Woodbury 118 8700 - 8760 La Riviera Drive Sacramento 119 2890 Providence Lakes Boulevard Brandon 122 11971 Foster Road Norwalk 123 9720 West Dodge Road Omaha 124 2770 Yorkmont Road Charlotte 128 128.01 2910 South Main Street Cedar Falls 128.02 4025 Hammond Avenue Waterloo 137 1010 Madden Lane Roseville 138 8210 S. Broadway Avenue Whittier 139 1623 North Sheffield Avenue Chicago 141 442 Civic Center Drive Augusta 143 821 Grier Road Las Vegas 144 322 Lake Hazeltine Drive Chaska 155 1016 Camino La Costa Austin 156 5117 Belair Road Baltimore 159 5401 California Avenue Bakersfield 163 8305, 8315, 8325 Variel Avenue Canoga Park 166 230 Farmington Avenue Farmington 169 31 Airport Park Road Fletcher 170 18949 Valley Boulevard Bloomington 174 2003-2027 and 2000-2016 Springboro West Moraine 175 11251 Pines Boulevard Pembroke Pines 177 4060 Andrew Jackson Parkway Hermitage 179 4014 Forestville Road District Heights 182 9212 Burke Street Pico Rivera 188 16275 Woodruff Avenue Bellflower 189 405 Queen Street Southington 190 1635 Robb Drive and 6144 & 6160 Mae Anne Avenue Reno 192 904 Grapevine Highway Hurst 193 3700 Atascocita Road Humble 194 19510 West Eight Mile Road Southfield 195 1359 Silver Bluff Road Aiken 199 4510 South Eastern Avenue Las Vegas ###-###-#### Longley Lane, Building F Reno 202 110 Huffaker Lane Reno Monthly Gross Remaining Control Cut-Off Date Debt Interest Term To Number State Zip Code Balance ($) Service ($) Rate (%) Maturity (Mos.) Maturity Date - -------- -------------------- -------- ------------ ------------ -------- --------------- ------------- 2 California 90071 550,000,000 2,654,643.75 5.69700% 117 4/6/2017 3 California 90071 470,000,000 2,189,942.02 5.49968% 118 5/6/2017 4 270,375,000 1,296,752.30 5.66100% 115 2/6/2017 4.01 New Jersey 07940 4.02 New Jersey 07940 4.03 New Jersey 07078 4.04 New Jersey 07940 4.05 New Jersey 07078 4.06 New Jersey 07960 5 Connecticut 06901 265,000,000 1,273,891.81 5.67400% 119 6/6/2017 7 New York 11553 187,250,000 909,179.37 5.73100% 115 2/6/2017 8 186,000,000 1,085,091.06 5.74700% 120 7/6/2017 8.01 Virginia 23320 8.02 Arizona 85233 8.03 Georgia 30318 8.04 Georgia 30076 8.05 Georgia 30096 8.06 South Carolina 29406 8.07 Virginia 23606 8.08 Texas 75243 8.09 Georgia 30093 8.10 Alabama 35209 8.11 Indiana 46278 8.12 Alabama 36619 8.13 Kentucky 40219 8.14 North Carolina 27529 8.15 Missouri 63303 8.16 Indiana 46219 8.17 Georgia 30297 8.18 Ohio 45458 8.19 Georgia 30135 8.20 Georgia 30047 8.21 Ohio 43232 8.22 Missouri 63042 8.23 North Carolina 28105 8.24 South Carolina 29605 8.25 South Carolina 29212 8.26 Ohio 43229 8.27 Mississippi 39206 8.28 Georgia 30122 8.29 Pennsylvania 15237 8.30 North Carolina 28213 8.31 South Carolina 29418 8.32 South Carolina 29615 8.33 Georgia 30093 8.34 Georgia 30188 8.35 Georgia 31088 9 California 90071 165,000,000 773,746.88 5.53500% 118 5/6/2017 10 Massachusetts 02125 160,500,000 944,693.69 6.54400% 120 7/6/2017 11 New York 10018 160,000,000 837,191.11 6.17600% 117 4/6/2017 12 District of Columbia 20036 138,613,339 685,710.56 5.83900% 78 1/6/2014 13 California 90069 135,000,000 663,832.50 5.80400% 120 7/6/2017 14 California 91505 135,000,000 674,469.38 5.89700% 117 4/6/2017 16 Connecticut 06830 124,000,000 567,825.28 5.40500% 119 6/6/2017 18 Pennsylvania 19154 116,000,000 555,269.44 5.65000% 119 6/1/2017 19 103,500,000 498,387.69 5.68368% 118 5/6/2017 19.01 California 92868 19.02 California 92868 20 92,730,000 593,160.93 7.40000% 120 7/6/2017 20.01 Indiana 47150 20.02 Tennessee 37042 20.03 Georgia 30253 20.04 Illinois 61265 20.05 Kentucky 41076 20.06 Kentucky 42101 20.07 Missouri 63368 20.08 Pennsylvania 17756 20.09 Indiana 46060 20.10 Indiana 47274 20.11 Indiana 47421 22 California 90017 85,000,000 428,338.61 5.94800% 116 3/6/2017 23 Pennsylvania 19106 80,000,000 481,081.51 6.02800% 119 6/6/2017 24 California 90210 73,100,000 371,096.21 5.99200% 59 6/6/2012 25 Colorado 80202 70,000,000 355,062.36 5.98700% 114 1/6/2017 26 Virginia 22314 64,000,000 365,516.00 5.55300% 118 5/6/2017 28 Illinois 60606 57,500,000 285,909.97 5.86900% 57 4/6/2012 29 Illinois 60173 40,050,000 215,056.26 6.33800% 120 7/6/2017 30 Illinois 60173 16,748,000 89,931.64 6.33800% 120 7/6/2017 31 District of Columbia 20036 56,500,000 268,300.45 5.60500% 58 5/6/2012 33 Pennsylvania 19013 55,200,000 292,104.60 6.24600% 118 5/6/2017 34 California 92705 55,000,000 276,135.14 5.92600% 58 5/6/2012 35 Michigan 48105 31,189,427 208,106.85 6.75800% 115 2/6/2017 36 21,910,573 149,610.54 6.99100% 115 2/6/2017 36.01 Michigan 48237 36.02 Michigan 48152 37 52,300,000 261,870.46 5.91000% 59 6/6/2012 37.01 Virginia 20166 37.02 Tennessee 38120 37.03 Virginia 20166 37.04 Florida 32746 37.05 North Carolina 28403 37.06 Florida 32256 39 48,500,000 353,815.56 7.93900% 60 7/6/2012 39.01 Michigan 48917 39.02 Florida 32504 39.03 Iowa 52401 39.04 Florida 32504 39.05 Pennsylvania 15220 39.06 Florida 33880 39.07 Georgia 31201 39.08 Pennsylvania 17402 39.09 Alabama 35660 39.10 South Carolina 29406 39.11 Pennsylvania 17601 41 44,440,000 228,764.78 6.07600% 58 5/6/2012 41.01 Nevada 89119 41.02 Nevada 89119 41.03 Nevada 89119 41.04 Nevada 89119 41.05 Nevada 89119 42 California 92868 44,370,000 222,765.75 5.92600% 118 5/6/2017 43 Georgia 30265 43,200,000 278,473.59 6.69000% 115 2/6/2017 44 New Mexico 87102 43,000,000 222,044.24 6.09500% 58 5/6/2012 45 39,200,000 207,436.60 6.24600% 118 5/6/2017 45.01 Pennsylvania 19428 45.02 Pennsylvania 19428 46 Illinois 60602 36,000,000 217,762.97 6.08300% 117 4/6/2017 50 33,400,000 198,749.21 5.93000% 119 6/6/2017 50.01 Texas 79762 50.02 Texas 78232 50.03 Texas 78233 50.04 Texas 79707 50.05 Texas 79701 50.06 Texas 79762 51 Pennsylvania 19446 31,986,384 177,352.56 6.44900% 115 2/6/2017 52 California 95630 31,680,000 160,852.12 5.99300% 59 6/6/2012 53 New Jersey 08043 31,120,000 164,679.26 6.24600% 118 5/6/2017 54 New York 10573 31,000,000 151,096.15 5.75300% 54 1/6/2012 55 South Carolina 29715 27,700,000 132,007.81 5.62500% 117 4/6/2017 56 Massachusetts 02125 26,500,000 158,795.71 5.99500% 118 5/6/2017 59 24,640,000 130,388.72 6.24600% 118 5/6/2017 59.01 Pennsylvania 19462 59.02 Pennsylvania 19022 59.03 Pennsylvania 19044 59.04 Pennsylvania 19462 60 Hawaii 96819 24,600,000 113,316.14 5.43700% 116 3/6/2017 62 California 95035 23,121,506 149,090.27 5.95000% 116 3/6/2017 63 North Carolina 27713 23,015,000 112,410.69 5.76500% 118 5/6/2017 65 Arizona 85283 22,800,000 110,336.80 5.71200% 82 5/6/2014 66 Virginia 20151 22,300,000 107,690.42 5.70000% 117 4/6/2017 67 Virginia 20171 21,500,000 108,854.50 5.97600% 80 3/6/2014 68 Florida 33897 21,000,000 104,526.04 5.87500% 116 3/6/2017 70 California 94080 19,960,147 114,941.94 5.61000% 118 5/6/2017 71 California 95628 19,200,000 91,906.67 5.65000% 61 8/6/2012 73 Hawaii 96782 18,800,000 92,397.04 5.80100% 115 2/6/2017 76 Massachusetts 02210 18,000,000 94,397.50 6.19000% 114 1/6/2017 77 California 95618 18,000,000 87,184.25 5.71700% 115 2/6/2017 80 Ohio 45342 17,440,000 102,329.73 5.80000% 116 3/6/2017 83 16,250,000 95,906.90 5.85400% 117 4/6/2017 83.01 Texas 75013 83.02 Texas 75074 83.03 Texas 76116 83.04 Texas 75019 85 California 95630 16,000,000 77,497.11 5.71700% 115 2/6/2017 86 Nevada 89119 15,320,000 78,863.10 6.07600% 58 5/6/2012 87 Texas 77056 15,280,000 78,385.34 6.05500% 118 5/6/2017 88 15,255,011 90,016.94 5.82500% 117 4/6/2017 88.01 Pennsylvania 19121 88.02 Pennsylvania 19121 88.03 Pennsylvania 19121 88.04 Pennsylvania 19121 88.05 Pennsylvania 19121 88.06 Pennsylvania 19121 88.07 Pennsylvania 19121 88.08 Pennsylvania 19121 88.09 Pennsylvania 19121 88.10 Pennsylvania 19121 88.11 Pennsylvania 19121 88.12 Pennsylvania 19121 88.13 Pennsylvania 19121 88.14 Pennsylvania 19121 88.15 Pennsylvania 19121 88.16 Pennsylvania 19121 88.17 Pennsylvania 19121 88.18 Pennsylvania 19121 88.19 Pennsylvania 19121 88.20 Pennsylvania 19121 88.21 Pennsylvania 19121 88.22 Pennsylvania 19121 88.23 Pennsylvania 19121 88.24 Pennsylvania 19121 88.25 Pennsylvania 19121 88.26 Pennsylvania 19121 88.27 Pennsylvania 19121 88.28 Pennsylvania 19121 88.29 Pennsylvania 19121 88.30 Pennsylvania 19121 88.31 Pennsylvania 19121 88.32 Pennsylvania 19121 88.33 Pennsylvania 19121 88.34 Pennsylvania 19121 88.35 Pennsylvania 19121 88.36 Pennsylvania 19121 88.37 Pennsylvania 19121 88.38 Pennsylvania 19121 88.39 Pennsylvania 19121 88.40 Pennsylvania 19121 88.41 Pennsylvania 19121 88.42 Pennsylvania 19121 88.43 Pennsylvania 19121 88.44 Pennsylvania 19121 88.45 Pennsylvania 19121 88.46 Pennsylvania 19121 88.47 Pennsylvania 19121 88.48 Pennsylvania 19121 101 Hawaii 96797 13,100,000 64,704.90 5.83000% 117 4/6/2017 103 12,000,000 70,792.91 5.85000% 118 5/6/2017 103.01 Pennsylvania 17011 103.02 Pennsylvania 17055 104 New York 11772 12,000,000 81,032.60 7.14800% 119 6/6/2017 105 Indiana 46074 12,000,000 59,576.67 5.86000% 116 3/6/2017 106 California 95820 11,877,000 62,477.80 6.20900% 59 6/6/2012 108 Pennsylvania 17339 11,300,000 66,663.33 5.85000% 118 5/6/2017 113 Utah 84121 10,720,000 54,947.44 6.05000% 119 6/6/2017 114 Oregon 97302 10,664,000 53,187.74 5.88700% 58 5/6/2012 115 Minnesota 55125 10,560,000 51,255.45 5.72900% 81 4/6/2014 118 California 95826 10,491,000 55,213.55 6.21200% 119 6/6/2017 119 Florida 33511 10,220,000 60,782.14 5.92500% 119 6/6/2017 122 California 90650 9,300,000 47,865.94 6.07500% 57 4/6/2012 123 Nebraska 68114 9,031,460 55,439.76 6.15000% 52 11/6/2011 124 North Carolina 28208 8,658,103 53,459.93 6.23100% 79 2/6/2014 128 8,525,000 51,309.16 6.03600% 118 5/6/2017 128.01 Iowa 50613 128.02 Iowa 50702 137 California 95661 7,500,000 37,108.33 5.84000% 117 4/6/2017 138 California 90606 7,400,000 43,934.73 5.90900% 117 4/6/2017 139 Illinois 60614 7,280,000 42,054.99 5.65700% 117 4/6/2017 141 Maine 04330 7,200,000 42,063.00 5.76000% 57 4/6/2012 143 Nevada 89119 7,078,469 41,105.00 5.67700% 117 4/6/2017 144 Minnesota 55318 7,030,000 37,492.85 6.29500% 115 2/6/2017 155 Texas 78752 6,250,000 36,855.35 5.84600% 115 2/6/2017 156 Maryland 21206 6,200,000 34,248.11 6.52000% 56 3/6/2012 159 California 93309 6,000,000 34,858.25 5.70900% 117 4/6/2017 163 California 91304 5,650,000 28,467.13 5.94700% 117 4/6/2017 166 Connecticut 06032 5,460,000 27,125.89 5.86400% 119 6/6/2017 169 North Carolina 28732 5,221,638 34,089.47 6.08200% 116 3/6/2017 170 California 92316 5,000,000 32,164.46 6.67000% 117 4/6/2017 174 Ohio 45439 4,560,000 26,755.94 5.80000% 116 3/6/2017 175 Florida 33026 4,500,000 22,284.06 5.84500% 57 4/6/2012 177 Tennessee 37076 4,400,000 25,965.83 5.85300% 119 6/6/2017 179 Maryland 20747 4,200,000 24,478.05 5.73800% 118 5/6/2017 182 California 90660 4,000,000 23,748.50 5.90900% 117 4/6/2017 188 California 90706 3,600,000 21,373.65 5.90900% 117 4/6/2017 189 Connecticut 06489 3,575,000 17,700.42 5.84400% 118 5/6/2017 190 Nevada 89523 3,500,000 20,536.36 5.80000% 114 1/6/2017 192 Texas 76054 3,400,000 19,712.07 5.69000% 117 4/6/2017 193 Texas 77396 3,300,000 21,327.02 6.71500% 120 7/6/2017 194 Michigan 48075 3,000,000 17,484.32 5.73800% 118 5/6/2017 195 South Carolina 29803 2,957,292 17,722.03 5.94000% 114 1/6/2017 199 Nevada 89121 1,940,000 11,506.85 5.90000% 114 1/6/2017 201 Nevada 89511 1,800,000 9,615.13 6.30500% 55 2/6/2012 202 Nevada 89511 1,310,000 7,778.47 5.91000% 114 1/6/2017 Remaining Interest Control Amortization Term Accrual Subservicing Servicing Administrative Ground Mortgage Number (Mos.) Method Fee Rate (%) Fee Rate (%) Fee Rate (%) Lease Y/N Loan Seller - -------- ----------------- ---------- ------------ ------------ -------------- --------- -------------------- 2 0 Actual/360 0.02000% 0.02025% No GCFP/Lehman Brothers 3 0 Actual/360 0.02000% 0.02025% Yes GCFP 4 0 Actual/360 0.02000% 0.02025% GCFP 4.01 No 4.02 No 4.03 No 4.04 No 4.05 No 4.06 No 5 0 Actual/360 0.02000% 0.02025% No GCFP 7 0 Actual/360 0.02000% 0.02025% Yes GCFP 8 360 Actual/360 0.02000% 0.02025% GCFP 8.01 No 8.02 No 8.03 No 8.04 No 8.05 No 8.06 No 8.07 No 8.08 No 8.09 No 8.10 No 8.11 No 8.12 No 8.13 No 8.14 No 8.15 No 8.16 No 8.17 No 8.18 No 8.19 No 8.20 No 8.21 No 8.22 No 8.23 No 8.24 No 8.25 No 8.26 No 8.27 No 8.28 No 8.29 No 8.30 No 8.31 No 8.32 No 8.33 No 8.34 No 8.35 No 9 0 Actual/360 0.02000% 0.02025% No GCFP 10 480 Actual/360 0.02000% 0.02025% Yes GCFP 11 0 Actual/360 0.02000% 0.02025% No GCFP/ Wachovia 12 0 Actual/360 0.02000% 0.02025% Yes GCFP/Lehman Brothers 13 0 Actual/360 0.02000% 0.02025% No GCFP 14 0 Actual/360 0.02000% 0.02025% No GCFP 16 0 Actual/360 0.02000% 0.02025% No GCFP 18 0 Actual/360 0.02000% 0.02025% No GCFP 19 0 Actual/360 0.02000% 0.02025% GCFP 19.01 No 19.02 No 20 399 Actual/360 0.02000% 0.02025% GCFP 20.01 No 20.02 No 20.03 No 20.04 No 20.05 No 20.06 No 20.07 No 20.08 No 20.09 No 20.10 No 20.11 No 22 0 Actual/360 0.02000% 0.02025% No GCFP 23 360 Actual/360 0.02000% 0.02025% Yes GCFP 24 0 Actual/360 0.02000% 0.02025% Yes GCFP 25 0 Actual/360 0.02000% 0.02025% No GCFP 26 360 Actual/360 0.02000% 0.02025% No GCFP 28 0 Actual/360 0.02000% 0.02025% No GCFP 29 0 Actual/360 0.02000% 0.02025% No GCFP 30 0 Actual/360 0.02000% 0.02025% No GCFP 31 0 Actual/360 0.02000% 0.02000% 0.04025% No GCFP 33 0 Actual/360 0.02000% 0.02025% No GCFP 34 0 Actual/360 0.02000% 0.02025% No GCFP 35 360 Actual/360 0.02000% 0.02025% No GCFP 36 360 Actual/360 0.02000% 0.02025% GCFP 36.01 No 36.02 No 37 0 Actual/360 0.02000% 0.02025% GCFP 37.01 No 37.02 No 37.03 No 37.04 No 37.05 No 37.06 No 39 360 Actual/360 0.02000% 0.02025% GCFP 39.01 No 39.02 No 39.03 Yes 39.04 No 39.05 No 39.06 No 39.07 No 39.08 No 39.09 Yes 39.10 No 39.11 Yes 41 0 Actual/360 0.02000% 0.02025% GCFP 41.01 No 41.02 No 41.03 No 41.04 No 41.05 No 42 0 Actual/360 0.02000% 0.02025% No GCFP 43 360 Actual/360 0.02000% 0.02025% No GCFP 44 0 Actual/360 0.02000% 0.02025% Yes GCFP 45 0 Actual/360 0.02000% 0.02025% GCFP 45.01 No 45.02 No 46 360 Actual/360 0.02000% 0.02025% No GCFP 50 360 Actual/360 0.02000% 0.02025% GCFP 50.01 No 50.02 No 50.03 No 50.04 No 50.05 No 50.06 No 51 659 Actual/360 0.02000% 0.02025% No GCFP 52 0 Actual/360 0.02000% 0.02025% No GCFP 53 0 Actual/360 0.02000% 0.02025% No GCFP 54 0 Actual/360 0.02000% 0.02025% No GCFP 55 0 Actual/360 0.02000% 0.02025% No GCFP 56 360 Actual/360 0.02000% 0.02025% No GCFP 59 0 Actual/360 0.02000% 0.02025% GCFP 59.01 No 59.02 No 59.03 No 59.04 No 60 0 Actual/360 0.02000% 0.02025% Yes GCFP 62 296 Actual/360 0.02000% 0.02025% No GCFP 63 0 Actual/360 0.02000% 0.02025% No GCFP 65 0 Actual/360 0.02000% 0.02025% No GCFP 66 0 Actual/360 0.02000% 0.02025% No GCFP 67 0 Actual/360 0.02000% 0.02025% No GCFP 68 0 Actual/360 0.01000% 0.01000% 0.02025% No GCFP 70 358 Actual/360 0.02000% 0.02025% No GCFP 71 0 Actual/360 0.02000% 0.02025% No GCFP 73 0 Actual/360 0.02000% 0.02025% No GCFP 76 0 Actual/360 0.02000% 0.02025% No GCFP 77 0 Actual/360 0.02000% 0.02025% No GCFP 80 360 Actual/360 0.02000% 0.02025% No GCFP 83 360 Actual/360 0.02000% 0.02025% GCFP 83.01 No 83.02 No 83.03 No 83.04 No 85 0 Actual/360 0.02000% 0.02025% No GCFP 86 0 Actual/360 0.02000% 0.02025% No GCFP 87 0 Actual/360 0.03000% 0.02000% 0.05025% No GCFP 88 357 Actual/360 0.02000% 0.02025% GCFP 88.01 No 88.02 No 88.03 No 88.04 No 88.05 No 88.06 No 88.07 No 88.08 No 88.09 No 88.10 No 88.11 No 88.12 No 88.13 No 88.14 No 88.15 No 88.16 No 88.17 No 88.18 No 88.19 No 88.20 No 88.21 No 88.22 No 88.23 No 88.24 No 88.25 No 88.26 No 88.27 No 88.28 No 88.29 No 88.30 No 88.31 No 88.32 No 88.33 No 88.34 No 88.35 No 88.36 No 88.37 No 88.38 No 88.39 No 88.40 No 88.41 No 88.42 No 88.43 No 88.44 No 88.45 No 88.46 No 88.47 No 88.48 No 101 0 Actual/360 0.02000% 0.02025% No GCFP 103 360 Actual/360 0.02000% 0.02025% GCFP 103.01 No 103.02 No 104 360 Actual/360 0.02000% 0.02025% No GCFP 105 0 Actual/360 0.03000% 0.02000% 0.05025% No GCFP 106 0 Actual/360 0.02000% 0.02025% No GCFP 108 360 Actual/360 0.02000% 0.02025% No GCFP 113 0 Actual/360 0.02000% 0.02025% No GCFP 114 0 Actual/360 0.02000% 0.02025% No GCFP 115 0 Actual/360 0.02000% 0.02025% No GCFP 118 0 Actual/360 0.02000% 0.02025% No GCFP 119 360 Actual/360 0.02000% 0.02025% No GCFP 122 0 Actual/360 0.02000% 0.02025% No GCFP 123 352 Actual/360 0.02000% 0.02025% No GCFP 124 355 Actual/360 0.02000% 0.02025% No GCFP 128 360 Actual/360 0.02000% 0.02025% GCFP 128.01 No 128.02 No 137 0 Actual/360 0.02000% 0.02025% No GCFP 138 360 Actual/360 0.02000% 0.02025% No GCFP 139 360 Actual/360 0.02000% 0.02025% No GCFP 141 360 Actual/360 0.02000% 0.02025% No GCFP 143 357 Actual/360 0.02000% 0.02025% No GCFP 144 0 Actual/360 0.02000% 0.02025% No GCFP 155 360 Actual/360 0.02000% 0.02025% No GCFP 156 0 Actual/360 0.02000% 0.02025% No GCFP 159 360 Actual/360 0.02000% 0.02025% No GCFP 163 0 Actual/360 0.02000% 0.02025% No GCFP 166 0 Actual/360 0.02000% 0.02025% No GCFP 169 296 Actual/360 0.02000% 0.02025% No GCFP 170 360 Actual/360 0.02000% 0.02025% No GCFP 174 360 Actual/360 0.02000% 0.02025% No GCFP 175 0 Actual/360 0.02000% 0.02025% No GCFP 177 360 Actual/360 0.02000% 0.02025% No GCFP 179 360 Actual/360 0.02000% 0.02025% No GCFP 182 360 Actual/360 0.02000% 0.02025% No GCFP 188 360 Actual/360 0.02000% 0.02025% No GCFP 189 0 Actual/360 0.02000% 0.02025% No GCFP 190 360 Actual/360 0.02000% 0.02025% No GCFP 192 360 Actual/360 0.02000% 0.02025% No GCFP 193 360 Actual/360 0.02000% 0.02025% No GCFP 194 360 Actual/360 0.02000% 0.02025% No GCFP 195 354 Actual/360 0.02000% 0.02025% No GCFP 199 360 Actual/360 0.02000% 0.02025% No GCFP 201 0 Actual/360 0.02000% 0.02025% No GCFP 202 360 Actual/360 0.02000% 0.02025% No GCFP Control Number Prepayment Provision (1) - -------- ------------------------------------------------------------------------------------------------ 2 Lockout/0_> Yield Maintenance or 1%/27_Defeasance or Greater of Yield Maintenance or 1%/86 _0%/7 3 Lockout/0_> Yield Maintenance or 2%/26_Defeasance or Greater of Yield Maintenance or 1%/90_0%/4 4 Lockout/29_Defeasance/87_0%/4 4.01 4.02 4.03 4.04 4.05 4.06 5 Lockout/25_Defeasance/91_0%/4 7 Lockout/29_Defeasance/87_0%/4 8 Lockout/24_Defeasance or Greater of Yield Maintenance or1%/92_0%/4 8.01 8.02 8.03 8.04 8.05 8.06 8.07 8.08 8.09 8.10 8.11 8.12 8.13 8.14 8.15 8.16 8.17 8.18 8.19 8.20 8.21 8.22 8.23 8.24 8.25 8.26 8.27 8.28 8.29 8.30 8.31 8.32 8.33 8.34 8.35 9 Lockout/0_> Yield Maintenance or 2%/26_Defeasance or Greater of Yield Maintenance or 1%/90_0%/4 10 Lockout/24_Defeasance/92_0%/4 11 Lockout/27_Defeasance/90_0%/3 12 Lockout/30_Defeasance/50_0%/4 13 Lockout/24_Defeasance/92_0%/4 14 Lockout/27_Defeasance/89_0%/4 16 Lockout/25_Defeasance/91_0%/4 18 Lockout/25_Defeasance/85_0%/10 19 Lockout/0_> Yield Maintenance or 2%/26_Defeasance or Greater of Yield Maintenance or 1%/90_0%/4 19.01 19.02 20 Lockout/24_Defeasance/92_0%/4 20.01 20.02 20.03 20.04 20.05 20.06 20.07 20.08 20.09 20.10 20.11 22 Lockout/28_Defeasance/89_0%/3 23 Lockout/25_Defeasance/91_0%/4 24 Lockout/25_Defeasance/32_0%/3 25 Lockout/30_Defeasance/87_0%/3 26 Lockout/26_Defeasance/90_0%/4 28 Lockout/27_ Defeasance or Greater of Yield Maintenance or 1%/14_0%/19 29 Lockout/24_Defeasance/92_0%/4 30 Lockout/24_Defeasance/92_0%/4 31 Lockout/26_Defeasance/30_0%/4 33 Lockout/26_Defeasance/90_0%/4 34 Lockout/0_> Yield Maintenance or 2%/26_Defeasance or Greater of Yield Maintenance or 1%/30_0%/4 35 Lockout/29_Defeasance/88_0%/3 36 Lockout/29_Defeasance/87_0%/4 36.01 36.02 37 Lockout/25_Defeasance/31_0%/4 37.01 37.02 37.03 37.04 37.05 37.06 39 Lockout/24_Defeasance/33_0%/3 39.01 39.02 39.03 39.04 39.05 39.06 39.07 39.08 39.09 39.10 39.11 41 Lockout/26_Defeasance/9_0%/25 41.01 41.02 41.03 41.04 41.05 42 Lockout/0_> Yield Maintenance or 2%/26_Defeasance or Greater of Yield Maintenance or 1%/90_0%/4 43 Lockout/24_> Yield Maintenance or 1%/92_0%/4 44 Lockout/0_> Yield Maintenance or 1%/56_0%/4 45 Lockout/26_Defeasance/90_0%/4 45.01 45.02 46 Lockout/27_Defeasance/89_0%/4 50 Lockout/25_Defeasance/91_0%/4 50.01 50.02 50.03 50.04 50.05 50.06 51 Lockout/29_Defeasance/87_0%/4 52 Lockout/25_Defeasance/32_0%/3 53 Lockout/26_Defeasance/90_0%/4 54 Lockout/30_Defeasance/27_0%/3 55 Lockout/27_Defeasance/89_0%/4 56 Lockout/26_Defeasance/90_0%/4 59 Lockout/26_Defeasance/90_0%/4 59.01 59.02 59.03 59.04 60 Lockout/28_Defeasance/88_0%/4 62 Lockout/28_Defeasance/88_0%/4 63 Lockout/26_Defeasance/90_0%/4 65 Lockout/23_> Yield Maintenance or 1%/57_0%/4 66 Lockout/23_> Yield Maintenance or 1%/93_0%/4 67 Lockout/28_ Defeasance or Greater of Yield Maintenance or 1%/43_0%/13 68 Lockout/28_Defeasance/88_0%/4 70 Lockout/26_Defeasance/90_0%/4 71 Lockout/29_Defeasance/30_0%/7 73 Lockout/29_Defeasance/87_0%/4 76 Lockout/30_Defeasance/87_0%/3 77 Lockout/29_Defeasance/87_0%/4 80 Lockout/29_Defeasance/91_0%/1 83 Lockout/27_Defeasance/89_0%/4 83.01 83.02 83.03 83.04 85 Lockout/29_Defeasance/87_0%/4 86 Lockout/26_Defeasance/9_0%/25 87 Lockout/26_Defeasance/90_0%/4 88 Lockout/27_Defeasance/90_0%/3 88.01 88.02 88.03 88.04 88.05 88.06 88.07 88.08 88.09 88.10 88.11 88.12 88.13 88.14 88.15 88.16 88.17 88.18 88.19 88.20 88.21 88.22 88.23 88.24 88.25 88.26 88.27 88.28 88.29 88.30 88.31 88.32 88.33 88.34 88.35 88.36 88.37 88.38 88.39 88.40 88.41 88.42 88.43 88.44 88.45 88.46 88.47 88.48 101 Lockout/27_Defeasance/90_0%/3 103 Lockout/26_Defeasance/90_0%/4 103.01 103.02 104 Lockout/25_Defeasance/92_0%/3 105 Lockout/28_Defeasance/88_0%/4 106 Lockout/25_Defeasance/32_0%/3 108 Lockout/26_Defeasance/90_0%/4 113 Lockout/25_Defeasance/92_0%/3 114 Lockout/26_Defeasance/31_0%/3 115 Lockout/23_> Yield Maintenance or 1%/57_0%/4 118 Lockout/25_Defeasance/92_0%/3 119 Lockout/25_Defeasance/91_0%/4 122 Lockout/27_Defeasance/29_0%/4 123 Lockout/32_Defeasance/21_0%/7 124 Lockout/29_Defeasance/48_0%/7 128 Lockout/26_Defeasance/90_0%/4 128.01 128.02 137 Lockout/27_Defeasance/89_0%/4 138 Lockout/27_Defeasance/89_0%/4 139 Lockout/27_Defeasance/89_0%/4 141 Lockout/5_> Yield Maintenance or 1%/22_ Defeasance or Greater of Yield Maintenance or 1%/29_0%/4 143 Lockout/27_Defeasance/89_0%/4 144 Lockout/29_Defeasance/88_0%/3 155 Lockout/29_Defeasance/86_0%/5 156 Lockout/28_Defeasance/28_0%/4 159 Lockout/27_Defeasance/90_0%/3 163 Lockout/27_Defeasance/89_0%/4 166 Lockout/25_Defeasance/91_0%/4 169 Lockout/28_Defeasance/88_0%/4 170 Lockout/27_Defeasance/90_0%/3 174 Lockout/29_Defeasance/91_0%/1 175 Lockout/11_> Yield Maintenance or 1%/45_0%/4 177 Lockout/25_Defeasance/91_0%/4 179 Lockout/26_Defeasance/91_0%/3 182 Lockout/27_Defeasance/89_0%/4 188 Lockout/27_Defeasance/89_0%/4 189 Lockout/26_Defeasance/90_0%/4 190 Lockout/59_> Yield Maintenance or 1%/57_0%/4 192 Lockout/27_Defeasance/89_0%/4 193 Lockout/24_Defeasance/92_0%/4 194 Lockout/26_Defeasance/91_0%/3 195 Lockout/59_> Yield Maintenance or 1%/57_0%/4 199 Lockout/59_> Yield Maintenance or 1%/57_0%/4 201 Lockout/23_> Yield Maintenance or 1%/33_0%/4 202 Lockout/59_> Yield Maintenance or 1%/57_0%/4 Companion Loan Crossed With Companion Loan Remaining Control Other Loans Companion Loan Companion Loan Monthly Companion Loan Term To Number (Crossed Group) Flag Cut-off Balance Payment Interest Rate Maturity (Mos.) - -------- --------------- -------------- --------------- -------------- -------------- --------------- 2 3 4 4.01 4.02 4.03 4.04 4.05 4.06 5 7 8 8.01 8.02 8.03 8.04 8.05 8.06 8.07 8.08 8.09 8.10 8.11 8.12 8.13 8.14 8.15 8.16 8.17 8.18 8.19 8.20 8.21 8.22 8.23 8.24 8.25 8.26 8.27 8.28 8.29 8.30 8.31 8.32 8.33 8.34 8.35 9 10 11 12 13 14 16 18 Yes 290,000,000.00 1,388,173.61 5.65000% 119 19 19.01 19.02 20 20.01 20.02 20.03 20.04 20.05 20.06 20.07 20.08 20.09 20.10 20.11 22 23 24 25 26 28 29 Group A 30 Group A 31 33 34 35 Group B 36 Group B 36.01 36.02 37 37.01 37.02 37.03 37.04 37.05 37.06 39 39.01 39.02 39.03 39.04 39.05 39.06 39.07 39.08 39.09 39.10 39.11 41 41.01 41.02 41.03 41.04 41.05 42 43 44 45 45.01 45.02 46 50 50.01 50.02 50.03 50.04 50.05 50.06 51 52 53 54 55 56 59 59.01 59.02 59.03 59.04 60 62 63 65 66 67 68 70 71 73 76 77 80 83 83.01 83.02 83.03 83.04 85 86 87 88 88.01 88.02 88.03 88.04 88.05 88.06 88.07 88.08 88.09 88.10 88.11 88.12 88.13 88.14 88.15 88.16 88.17 88.18 88.19 88.20 88.21 88.22 88.23 88.24 88.25 88.26 88.27 88.28 88.29 88.30 88.31 88.32 88.33 88.34 88.35 88.36 88.37 88.38 88.39 88.40 88.41 88.42 88.43 88.44 88.45 88.46 88.47 88.48 101 103 103.01 103.02 104 105 106 108 113 114 115 118 119 122 123 124 128 128.01 128.02 137 138 139 141 143 144 155 156 159 163 166 169 170 174 175 177 179 182 188 189 190 192 193 194 195 199 201 202 Companion Loan Remaining Companion Loan Subordinate Subordinate Subordinate Subordinate Control Amortization Term Servicing Companion Loan Companion Loan Companion Loan Companion Loan Number (Mos.) Fees Flag Cut-off Balance Monthly Payment Interest Rate - -------- ----------------- -------------- -------------- --------------- -------------------------------- -------------- 2 3 4 4.01 4.02 4.03 4.04 4.05 4.06 5 7 8 8.01 8.02 8.03 8.04 8.05 8.06 8.07 8.08 8.09 8.10 8.11 8.12 8.13 8.14 8.15 8.16 8.17 8.18 8.19 8.20 8.21 8.22 8.23 8.24 8.25 8.26 8.27 8.28 8.29 8.30 8.31 8.32 8.33 8.34 8.35 9 Yes 35,000,000.00 187,118.35 6.31031% 10 11 12 13 14 Yes 10,000,000.00 49,960.69 5.89700% 16 18 0 0.01000% 19 Yes 6,500,000.00 49,752.21 9.03445% 19.01 19.02 20 20.01 20.02 20.03 20.04 20.05 20.06 20.07 20.08 20.09 20.10 20.11 22 23 24 Yes 7,900,000.00 40,104.79 5.99200% 25 Yes 30,000,000.00 152,169.58 5.98700% 26 28 29 30 31 33 Yes 10,350,000.00 54,769.61 6.24600% 34 35 Yes 8,810,572.69 Custom Amort Schedule - See Note 2.40868% 36 Yes 6,189,427.31 Custom Amort Schedule - See Note 2.49186% 36.01 36.02 37 37.01 37.02 37.03 37.04 37.05 37.06 39 39.01 39.02 39.03 39.04 39.05 39.06 39.07 39.08 39.09 39.10 39.11 41 41.01 41.02 41.03 41.04 41.05 42 43 Yes 5,000,000.00 32,230.74 6.69000% 44 45 45.01 45.02 46 50 50.01 50.02 50.03 50.04 50.05 50.06 51 52 Yes 1,510,000.00 7,666.88 5.99300% 53 54 55 56 59 59.01 59.02 59.03 59.04 60 62 63 65 66 67 68 70 71 73 76 77 80 83 83.01 83.02 83.03 83.04 85 86 87 88 88.01 88.02 88.03 88.04 88.05 88.06 88.07 88.08 88.09 88.10 88.11 88.12 88.13 88.14 88.15 88.16 88.17 88.18 88.19 88.20 88.21 88.22 88.23 88.24 88.25 88.26 88.27 88.28 88.29 88.30 88.31 88.32 88.33 88.34 88.35 88.36 88.37 88.38 88.39 88.40 88.41 88.42 88.43 88.44 88.45 88.46 88.47 88.48 101 103 103.01 103.02 104 105 106 108 113 Yes 840,000.00 4,305.58 6.05000% 114 115 118 119 122 123 124 128 128.01 128.02 137 138 139 141 143 144 155 156 159 163 166 169 170 174 175 177 179 182 188 189 190 192 193 194 195 199 201 202 Subordinate Subordinate Companion Subordinate Companion Loan Loan Remaining Companion Loan Control Remaining Term To Amortization Term Servicing Number Maturity (Mos.) (Mos.) Fees - -------- ----------------- ----------------- -------------- 2 3 4 4.01 4.02 4.03 4.04 4.05 4.06 5 7 8 8.01 8.02 8.03 8.04 8.05 8.06 8.07 8.08 8.09 8.10 8.11 8.12 8.13 8.14 8.15 8.16 8.17 8.18 8.19 8.20 8.21 8.22 8.23 8.24 8.25 8.26 8.27 8.28 8.29 8.30 8.31 8.32 8.33 8.34 8.35 9 118 0 0.01000% 10 11 12 13 14 117 0 0.01000% 16 18 19 118 0 0.01000% 19.01 19.02 20 20.01 20.02 20.03 20.04 20.05 20.06 20.07 20.08 20.09 20.10 20.11 22 23 24 59 0 0.01000% 25 114 0 0.01000% 26 28 29 30 31 33 118 0 0.01000% 34 35 115 360 0.01000% 36 115 360 0.01000% 36.01 36.02 37 37.01 37.02 37.03 37.04 37.05 37.06 39 39.01 39.02 39.03 39.04 39.05 39.06 39.07 39.08 39.09 39.10 39.11 41 41.01 41.02 41.03 41.04 41.05 42 43 115 360 0.01000% 44 45 45.01 45.02 46 50 50.01 50.02 50.03 50.04 50.05 50.06 51 52 59 0 0.01000% 53 54 55 56 59 59.01 59.02 59.03 59.04 60 62 63 65 66 67 68 70 71 73 76 77 80 83 83.01 83.02 83.03 83.04 85 86 87 88 88.01 88.02 88.03 88.04 88.05 88.06 88.07 88.08 88.09 88.10 88.11 88.12 88.13 88.14 88.15 88.16 88.17 88.18 88.19 88.20 88.21 88.22 88.23 88.24 88.25 88.26 88.27 88.28 88.29 88.30 88.31 88.32 88.33 88.34 88.35 88.36 88.37 88.38 88.39 88.40 88.41 88.42 88.43 88.44 88.45 88.46 88.47 88.48 101 103 103.01 103.02 104 105 106 108 113 119 0 0.01000% 114 115 118 119 122 123 124 128 128.01 128.02 137 138 139 141 143 144 155 156 159 163 166 169 170 174 175 177 179 182 188 189 190 192 193 194 195 199 201 202
1 The Open Period is inclusive of the Maturity Date. 2 Loan documents provide for defeasance of the mortgage loan at times during the yield maintenance period (subject to standard REMIC lockout and procedural guidelines). 3 Base Rental Revenue based on the average ground rent payments from years 11-20. The current DSCR based on the current rent payment of $9,000,000 per annum is 0.86x. 4 For the purpose of calculating underwritten debt service coverage ratios, loan-to-value ratios and loan per square foot/unit, the cut-off date principal balance for each mortgage loan in a split loan structure excludes the cut-off date principal balance of any subordinate mortgage loan in that split loan structure. 5 The property has commercial tenants in occupancy, with the rent counting towards the NCF of the property. 6 The Cut-Off Date LTV was calculated using the March 2009 expected "as-stabilized" value of $202,000,000. The Cut-Off Date LTV based on the "as-is" value of $175 million and $30.543 million of reserves is 74.0%. 7 The Cut-Off Date LTV and DSCR figures for these loans are net of the earnout amount. The Scheduled Maturity Date LTV is calculated utilizing the stabilized appraised value as applicable. 8 The Cut-Off Date LTV was calculated using the May 2009 expected "as-stabilized" value of $152,000,000. The Cut-Off Date LTV based on the "as-is" value of $137 million is 94.5%. 9 Interest rate equals 5.405% from closing through June 5, 2009; 5.770% through June 5, 2010; 5.960% through June 5, 2012; 6.240% through June 5, 2013; 6.910% thereafter. Debt Service shown and DSCR calculations are based on the first 12 months of debt service following the cut-off date calculated using an interest rate of 5.405%. The debt service covreage ratio based on the highest interest rate payable under the mortgage loan is 0.92x. 10 For the purpose of calculating underwritten debt service coverage ratios, loan-to-value ratios and loan per square foot/unit, the cut-off date principal balance for Franklin Mills includes the cut-off date principal balance of the pari passu mortgage loan in the trust plus the cut-off date principal balance of the pari passu mortgage that is not in the trust. 11 Amortization is based on a custom amortization schedule. Debt Service shown and DSCR calculations are based on the first 12 months of debt service following the cut-off date. 12 The mortgage loan documents provide, in the case of a permitted partial release of a portion of the mortgaged property, that the mortgage loan be partially defeased in the amount of $4,320,000, which partial defeasance (and corresponding partial release) may occur prior to the otherwise applicable lockout period. 13 Amortization is based on a custom amortization schedule. Debt Service shown and DSCR calculations are based on the first 12 months of debt service following the interest-only period. 14 The mortgage loan documents provide, in the case of a permitted partial release of a portion of the mortgaged property, that the mortgage loan be partially prepaid in the amount of not less than 115% of the allocated loan amount for the release parcel, which partial prepayment (and corresponding partial release) may occur prior to the otherwise applicable lockout period. 15 The DSCRs and LTV were calculated based on the total crossed balance. 16 $30,000,000 of the loan balance is interest-only and the remaining $2,000,000 amortizes on a 300-month schedule. 17 Republic Mortgage Insurance Company has a signed lease, but they will not start paying rent until June 2008. A cash reserve of $2.9 million and a $2.5 million letter of credit were established at the closing of the mortgage loan as additional security and to pay the monthly debt service until June 2008 when RMIC's lease is expected to commence. Monthly payments in the amount of $166,000 will be withdrawn from cash reserve to pay the monthly debt service on the mortgage loan until June 2008, and those payments were counted in the net cash flow from the related mortgaged property upon which the DSCR was calculated. 18 If the borrower makes the monthly payment through the Automated Clearing House Network, lender shall provide borrower with two days prior written notice prior to assessing any late fee. 19 The Cut-Off Date LTV was calculated using the July 28, 2007 expected "as-stabilized" value of $19,500,000. The Cut-Off Date LTV based on the "as-is" value of $17.6 million is 85.2%. 20 If the borrower makes the monthly payment through the Automated Clearing House Network, 24 hours notice is required for non-receipt of payment, upon which the borrower will have until the 9th day of the month before a Grace Period - Default occurs. Lender is required to give notice up to two times within a 12 month period, after the second notice, lender is no longer obligated to provide notice of a late payment. EXHIBIT B MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES (1) Mortgage Loan Schedule. The information pertaining to each Mortgage Loan set forth in the Mortgage Loan Schedule is true and accurate in all material respects as of the Cut-off Date and contains all information required by the Pooling and Servicing Agreement to be contained therein. (2) Legal Compliance - Origination. The origination practices of the Seller have been, in all material respects, legal and as of the date of its origination, such Mortgage Loan complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in this Exhibit B. (3) Good Title; Conveyance. Immediately prior to the sale, transfer and assignment to the Purchaser, the Seller had good and marketable title to, and was the sole owner of, each Mortgage Loan, and the Seller is transferring such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan, other than the rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement or a pooling and servicing agreement. Upon consummation of the transactions contemplated by the Mortgage Loan Purchase Agreement, the Seller will have validly and effectively conveyed to the Purchaser all legal and beneficial interest in and to such Mortgage Loan free and clear of any pledge, lien or security interest, other than the rights of a holder of a Companion Loan pursuant to a Co-Lender Agreement or pooling and servicing agreement. (4) Future Advances. The proceeds of such Mortgage Loan have been fully disbursed (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs or other matters with respect to the Mortgaged Property), and there is no requirement for future advances thereunder by the mortgagee. (5) Legal, Valid and Binding Obligation; Assignment of Leases. Each related Mortgage Note, Mortgage, Assignment of Leases (if contained in a document separate from the Mortgage) and other agreement that evidences or secures such Mortgage Loan and was executed in connection with such Mortgage Loan by or on behalf of the related Mortgagor is the legal, valid and binding obligation of the related Mortgagor (subject to any non-recourse provisions therein and any state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except (i) that certain provisions contained in such Mortgage Loan documents are or may be unenforceable in whole or in part under applicable state or federal laws, but neither the application of any such laws to any such provision nor the inclusion of any such provisions renders any of the Mortgage Loan documents invalid as a whole and such Mortgage Loan documents taken as a whole are enforceable to the extent necessary and customary for the practical realization of the rights and benefits afforded thereby and (ii) as such enforcement may be limited by bankruptcy, insolvency, receivership, reorganization, moratorium, redemption, liquidation or other laws affecting the enforcement of creditors' rights generally, or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). The Assignment of Leases (as set forth in the Mortgage or in a document separate from the related Mortgage and related to and delivered in connection with each Mortgage Loan) establishes and creates a valid and enforceable first priority assignment of, or a valid first priority security interest in, the related Mortgagor's right to receive payments due under all leases, subleases, licenses or other agreements pursuant to which any Person is entitled to occupy, use or possess all or any portion of the Mortgaged Property, subject to any license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such leases, and subject to the limitations set forth above. The related Mortgage Note, Mortgage and Assignment of Leases (if contained in a document separate from the Mortgage) contain no provision limiting the right or ability of the Seller to assign, transfer and convey the related Mortgage Loan to any other Person. (6) No Offset or Defense. Subject to the limitations set forth in paragraph (5), as of the date of its origination there was, and as of the Cut-off Date there is, no valid right of offset and no valid defense, counterclaim, abatement or right to rescission with respect to any of the related Mortgage Notes, Mortgage(s) or other agreements executed in connection therewith, except in each case, with respect to the enforceability of any provisions requiring the payment of default interest, late fees, additional interest, prepayment premiums or yield maintenance charges. (7) Assignment of Mortgage and Assignment of Assignment of Leases. Subject to the limitations set forth in paragraph (5), each assignment of Mortgage and assignment of Assignment of Leases from the Seller to the Trustee (or in the case of a Non-Serviced Trust Loan, the assignment in favor of the current holder of the mortgage) constitutes the legal, valid and binding assignment from the Seller. 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/or complying with the requirements of the related Mortgage Loan documents, (a) the related Mortgaged Property, or any controlling or majority equity interest in the related Mortgagor, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers, (ii) transfers to certain affiliates as defined in the related Mortgage Loan documents (iii) transfers of less than a controlling interest in a Mortgagor, or (iv) a substitution or release of collateral within the parameters of paragraph (26) below, or, (v) as set forth on Exhibit B-23-1 by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan, or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any Companion Loan of any Mortgage Loan or any subordinate debt that existed at origination and is permitted under the related Mortgage Loan documents, (ii) debt in the ordinary course of business or (iii) any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, as set forth in Exhibit B-23-2. Except as related to (a)(i), (ii), (iii), (iv) or (v), above or (b)(i), (ii) or (iii) above, no Mortgage Loan may be assigned to another entity without the mortgagee's consent. The Mortgage or other Mortgage Loan document provides that to the extent any Rating Agency Fees are incurred in connection with the review and consent to any transfer or encumbrance the Mortgagor is responsible for such payment. (24) Waivers and Modification. Except as set forth in the related Mortgage File, the terms of the related Mortgage Note and Mortgage have not been waived, modified, altered, satisfied, impaired, canceled, subordinated or rescinded in any manner which materially interferes with the security intended to be provided by such Mortgage. Exhibit B-24 identifies each Mortgage Loan as to which, since the latest date on which the final due diligence materials were delivered for such Mortgage Loan to CWCapital Asset Management LLC, there has been, given, made or consented to an alteration, modification or assumption of the terms of the related Mortgage Note, Mortgage(s) or any related loan agreement and/or lock-box agreement and/or as to which, since such date, there has been a waiver other than as related to routine operational matters or minor covenants. (25) Inspection. Each related Mortgaged Property was inspected by or on behalf of the related originator or an affiliate of the originator during the 12 month period prior to the related origination date. (26) Releases of Mortgaged Property. (A) Since origination, no material portion of the related Mortgaged Property has been released from the lien of the related Mortgage in any manner which materially and adversely affects the value of the Mortgage Loan or materially interferes with the security intended to be provided by such Mortgage; and (B) the terms of the related Mortgage Loan documents do not permit the release of any portion of the Mortgaged Property from the lien of the Mortgage except (i) in consideration of payment in full (or in certain cases, the allocated loan amount) therefor, (ii) in connection with the substitution of all or a portion of the Mortgaged Property in exchange for delivery of "government securities" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, (iii) where such portion to be released was not considered material for purposes of underwriting the Mortgage Loan and such release was contemplated at origination, (iv) conditioned on the satisfaction of certain underwriting and other requirements, including payment of a release price representing adequate consideration for such Mortgaged Property or the portion thereof to be released, or (v) as set forth on Exhibit B-26, in connection with the substitution of a replacement property in compliance with REMIC Provisions. (27) Local Law Compliance. To the Seller's actual knowledge, based upon a letter from governmental authorities, a legal opinion, an endorsement to the related title policy, or other due diligence considered reasonable by prudent commercial mortgage lenders taking into account the location of the Mortgaged Property, as of the date of origination of such Mortgage Loan and as of the Cut-off Date, there are no material violations of any applicable zoning ordinances, building codes and land laws applicable to the Mortgaged Property or the use and occupancy thereof which (i) are not insured by the Title Policy or a law and ordinance insurance policy or (ii) would have a material adverse effect on the value, operation or net operating income of the Mortgaged Property. (28) Improvements. To the Seller's actual knowledge based on the Title Policy or surveys obtained in connection with the origination of each Mortgage Loan, none of the material improvements which were included for the purposes of determining the appraised value of the related Mortgaged Property at the time of the origination of the Mortgage Loan lies outside of the boundaries and building restriction lines of such property (except Mortgaged Properties which are legal non-conforming uses), to an extent which would have a material adverse affect on the value of the Mortgaged Property or related Mortgagor's use and operation of such Mortgaged Property (unless affirmatively covered by the related Title Policy) and no improvements on adjoining properties encroached upon such Mortgaged Property to any material and adverse extent (unless affirmatively covered by the related Title Policy). (29) Single Purpose Entity. With respect to each Mortgage Loan with a Cut-off Date Balance (A) in excess of $5,000,000 the related Mortgagor has covenanted in its organizational documents and/or the Mortgage Loan documents to own no significant asset other than the related Mortgaged Property and assets incidental to its ownership and operation of such Mortgaged Property, and to hold itself out as being a legal entity, separate and apart from any other Person; and (B) in excess of $20,000,000, the representation and warranty in (A) above is true and the related Mortgagor (or if the Mortgagor is a limited partnership or a multi-member limited liability company, the special purpose general partner or special purpose managing member, as applicable, of the related Mortgagor), has at least one independent director, and the related Mortgagor has delivered a non-consolidation opinion of counsel. For each Mortgage Loan for which the related Mortgagor has covenanted in its organizational documents and/or the Mortgage Loan documents to own no significant asset other than the related Mortgaged Property and assets incidental to its ownership and operation of such Mortgaged Property, at the time of origination of the Mortgage Loan, to the Seller's actual knowledge, the Mortgagor was in compliance with such requirements. (30) Advance of Funds. (A) After origination, the Seller has not, directly or indirectly, advanced any funds to the Mortgagor, other than pursuant to the related Mortgage Loan documents; and (B) to the Seller's actual knowledge, no funds have been received from any Person other than the Mortgagor, for or on account of payments due on the Mortgage Note. (31) Litigation or Other Proceedings. As of the date of origination and, to the Seller's actual knowledge, as of the Cut-off Date, there was no pending action, suit or proceeding, or governmental investigation of which it has received notice, against the Mortgagor or the related Mortgaged Property the adverse outcome of which could reasonably be expected to materially and adversely affect (i) such Mortgagor's ability to pay its obligations under the Mortgage Loan, (ii) the security intended to be provided by the Mortgage Loan documents or (iii) the current use of the Mortgaged Property. (32) Trustee Under Deed of Trust. As of the date of origination, and, to the Seller's actual knowledge, as of the Cut-off Date, if the related Mortgage is a deed of trust, a trustee, duly qualified under applicable law to serve as such, has either been properly designated and serving under such Mortgage or may be substituted in accordance with the Mortgage and applicable law. (33) Usury. The Mortgage Loan and the interest contracted for (exclusive of any default interest, late charges, Yield Maintenance Charge or prepayment premiums) is a fixed rate, and complied as of the date of origination with, or is exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury. (34) Other Collateral. Except with respect to the Companion Loan of any Whole Loan or any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, to the Seller's knowledge, the related Mortgage Note is not secured by any collateral that secures a loan that is not a Mortgage Loan. (35) Flood Insurance. If the improvements on the Mortgaged Property are located in a federally designated special flood hazard area, the Mortgagor is required to maintain or the mortgagee maintains, flood insurance with respect to such improvements and such policy is in full force and effect. (36) Escrow Deposits. All escrow deposits and payments required to be deposited with the Seller or its agent in accordance with the Mortgage Loan documents have been (or by the Closing Date will be) so deposited, are in the possession of or under the control of the Seller or its agent (or, with respect to a Non-Serviced Trust Loan, in the possession of or under the control of the Lead Trustee or its agent under the applicable Lead PSA), and there are no deficiencies in connection therewith. (37) Licenses and Permits. To the Seller's actual knowledge, based on the due diligence customarily performed in the origination of comparable mortgage loans by prudent commercial lending institutions considering the related geographic area and properties comparable to the related Mortgaged Property, (i) as of the date of origination of the Mortgage Loan, the related Mortgagor, the related lessee, franchisor or operator was in possession of all material licenses, permits and authorizations then required for use of the related Mortgaged Property, and, (ii) as of the Cut-off Date, the Seller has no actual knowledge that the related Mortgagor, the related lessee, franchisor or operator was not in possession of such licenses, permits and authorizations. (38) Organization of Mortgagors; Affiliation with other Mortgagors. With respect to each Mortgage Loan, in reliance on certified copies of the organizational documents of the Mortgagor delivered by the Mortgagor in connection with the origination of such Mortgage Loan, the Mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. Except with respect to any Mortgage Loan that is cross-collateralized and cross defaulted with another Mortgage Loan, no Mortgage Loan has a Mortgagor that is an affiliate of another Mortgagor. (39) Fee Simple Interest. Except with respect to the Mortgage Loans listed on Exhibit B-39, the Mortgage Loan is secured in whole or in material part by the fee simple interest in the related Mortgaged Property. (40) Recourse. Each Mortgage Loan is non-recourse to the related Mortgagor except that the Mortgagor and a natural person (or an entity with assets other than an interest in the Mortgagor) as guarantor have agreed to be liable with respect to losses incurred due to (i) fraud and/or other intentional material misrepresentation, (ii) misapplication or misappropriation of rents collected in advance or received by the related Mortgagor after the occurrence of an event of default and not paid to the mortgagee or applied to the Mortgaged Property in the ordinary course of business, (iii) misapplication or conversion by the Mortgagor of insurance proceeds or condemnation awards or (iv) breach of the environmental covenants in the related Mortgage Loan documents. (41) Access; Tax Parcels. Each Mortgaged Property (a) is located on or adjacent to a dedicated road, or has access to an irrevocable easement permitting ingress and egress, (b) is served by public utilities, water and sewer (or septic facilities) and (c) constitutes one or more separate tax parcels. (42) Financial Statements. Each Mortgage requires the Mortgagor to provide the mortgagee with operating statements and rent rolls on an annual (or more frequent) basis or upon written request. (43) Defeasance. If the Mortgage Loan is a Defeasance Loan, the Mortgage Loan documents (A) permit defeasance (1) no earlier than two years after the Closing Date, and (2) only with substitute collateral constituting "government securities" within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(i) in an amount sufficient to make all scheduled payments under the Mortgage Note through the related maturity date (or first day of the open period) and the balloon payment that would be due on such date, (B) require the delivery of (or otherwise contain provisions pursuant to which the mortgagee can require delivery of) (i) an opinion to the effect that such mortgagee has a first priority perfected security interest in the defeasance collateral, (ii) an accountant's certification as to the adequacy of the defeasance collateral to make all payments required under the related Mortgage Loan through the related maturity date (or first day of the open period) and the balloon payment that would be due on such date, (iii) an Opinion of Counsel that the defeasance complies with all applicable REMIC Provisions, and (iv) assurances from the Rating Agencies that the defeasance will not result in the withdrawal, downgrade or qualification of the ratings assigned to the Certificates and (C) contain provisions pursuant to which the mortgagee can require the Mortgagor to pay expenses associated with a defeasance (including rating agencies' fees, accountant's fees and attorneys' fees). Such Mortgage Loan was not originated with the intent to collateralize a REMIC offering with obligations that are not real estate mortgages. (44) Authorization in Jurisdiction. To the extent required under applicable law and necessary for the enforcement of the Mortgage Loan, as of the date of origination and at all times it held the Mortgage Loan, the originator of such Mortgage Loan was authorized to do business in the jurisdiction in which the related Mortgaged Property is located. (45) Capital Contributions. Neither the Seller nor any affiliate thereof has any obligation to make any capital contributions to the Mortgagor under the Mortgage Loan documents. (46) Subordinate Debt. Except with respect to the Companion Loan of any Whole Loan or any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, none of the Mortgaged Properties are encumbered by any lien securing the payment of money junior to, of equal priority with, or superior to, the lien of the related Mortgage (other than Title Exceptions, taxes, assessments and contested mechanics and materialmens liens that become payable after the Cut-off Date). (47) Ground Lease Representations and Warranties. With respect to each Mortgage Loan secured by a leasehold interest (except with respect to any Mortgage Loan also secured by the corresponding fee interest in the related Mortgaged Property), the Seller represents and warrants the following with respect to the related Ground Lease: (1) Such Ground Lease or a memorandum thereof has been or will be duly recorded and such Ground Lease permits the interest of the lessee thereunder to be encumbered by the related Mortgage or, if consent of the lessor thereunder is required, it has been obtained prior to the Closing Date. (2) Upon the foreclosure of the Mortgage Loan (or acceptance of a deed in lieu thereof), the Mortgagor's interest in such Ground Lease is assignable to the mortgagee and its assigns without the consent of the lessor thereunder (or, if any such consent is required, it has been obtained prior to the Closing Date). (3) Subject to the limitations on enforceability set forth in Paragraph 5, such Ground Lease may not be amended, modified, canceled or terminated without the prior written consent of the mortgagee and any such action without such consent is not binding on the mortgagee, its successors or assigns, except that termination or cancellation without such consent may be binding on the mortgagee if (i) an event of default occurs under the Ground Lease, (ii) notice is provided to the mortgagee and (iii) such default is curable by the mortgagee as provided in the Ground Lease but remains uncured beyond the applicable cure period. (4) Such Ground Lease is in full force and effect and other than payments due but not yet 30 days or more delinquent, (i) there is no material default, and (ii) to the actual knowledge of the Seller, there is no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default under such Ground Lease; provided, however, that this representation and warranty does not address or otherwise cover any default, breach, violation or event of acceleration that specifically pertains to any matter otherwise covered by any other representation and warranty made by the Seller elsewhere in this Exhibit B or in any of the exceptions to the representations and warranties in Schedule A hereto. (5) The Ground Lease or ancillary agreement between the lessor and the lessee (i) requires the lessor to give notice of any default by the lessee to the mortgagee and (ii) provides that no notice given is effective against the mortgagee unless a copy has been delivered to the mortgagee in the manner described in the ground lease or ancillary agreement. (6) The Ground Lease (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, other than the ground lessor's fee interest and Title Exceptions or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the mortgagee on the lessor's fee interest in the Mortgaged Property is subject. (7) The mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the ground lease) to cure any curable default under such Ground Lease after receipt of notice of such default before the lessor thereunder may terminate such Ground Lease. (8) Such Ground Lease has an original term (together with any extension options, whether or not currently exercised, set forth therein all of which can be exercised by the mortgagee if the mortgagee acquires the lessee's rights under the Ground Lease) that extends not less than 20 years beyond the Stated Maturity Date or if such Mortgage Loan is fully amortizing, extends not less than 10 years after the amortization term for the Mortgage Loan. (9) Under the terms of the Ground Lease and the related Mortgage Loan documents (including, without limitation, any estoppel or consent letter received by the mortgagee from the lessor), taken together, any related insurance proceeds or condemnation award (other than de minimis amounts for minor casualties or in respect of a total or substantially total loss or taking) will be applied either to the repair or restoration of all or part of the related Mortgaged Property, with the mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment or defeasance of the outstanding principal balance of the Mortgage Loan, together with any accrued interest (except in cases where a different allocation would not be viewed as commercially unreasonable by any commercial mortgage lender, taking into account the relative duration of the ground lease and the related Mortgage and the ratio of the market value of the related Mortgaged Property to the outstanding principal balance of such Mortgage Loan). (10) The Ground Lease does not restrict the use of the related Mortgaged Property by the lessee or its successors or assigns in a manner that would materially adversely affect the security provided by the related mortgage. (11) The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender. (12) The ground lessor under such Ground Lease is required to enter into a new lease upon termination of the Ground Lease for any reason, including the rejection of the Ground Lease in bankruptcy. (48) With respect to each Mortgage Loan in the Multifamily Loan Group: A. Location of Properties. Each Mortgaged Property securing a Mortgage in the Multifamily Loan Group is located in the United States or in its territories (Puerto Rico, the U.S. Virgin Islands, Guam). B. Number of Units. Each Mortgage in the Multifamily Loan Group is secured by a Mortgaged Property or properties each of which contains at least five dwelling units. C. Construction Completed. Each Mortgaged Property financed by a Mortgage in the Multifamily Loan Group that is secured by a newly-constructed property has achieved a percentage of physical occupancy of more than 65% as indicated in Annex C-1 to the Prospectus Supplement. D. Dwelling Units. For each Mortgaged Property financed by a Mortgage in the Multifamily Loan Group, a certificate of occupancy has been collected or confirmation that the certificate of occupancy has been issued by the appropriate authority has been obtained. E. Mixed Use Properties. Mortgages in the Multifamily Loan Group are secured by properties that have both a housing component and a non-housing component meet all of the following requirements: (A) The physical plan consists of: (1) A single structure; or (2) Multiple structures, some of which contain mixed uses but none of which is entirely non-residential; or (3) Multiple Structures most of which are entirely residential, but one or a small number of which consist of retail stores primarily intended to serve residents of the project. (B) The aggregate gross commercial income does not exceed 20% of the estimated total gross income. F. RV parks. The Multifamily Loan Group contains no Mortgages on manufactured housing parks where the aggregate gross income from homesites for dwelling units that are not permanently attached to homesites, such as recreational vehicles, does not exceed 20% of the estimated total gross income. G. Property Types. Except for any portion of a Mortgaged Property that contains non-residential uses identified in paragraph E above, all of the properties securing the Mortgages in the Multifamily Loan Group are being operated as multifamily rental housing (which may include student housing, seniors housing as described above, or mixed-use properties as described above), cooperative housing or manufactured housing parks and none of the properties securing the Mortgages in the Multifamily Loan Group are hotel properties or provide daily rentals. H. Use. The Mortgage Loan documents for each mortgage in the Multifamily Loan Group contain covenants that prohibit a change of use of the Mortgaged Property securing such mortgage without the mortgagee's prior consent. Exhibit B-23-1 -------------- LIST OF MORTGAGE LOANS WITH CURRENT MEZZANINE DEBT -------------------------------------------------- LOAN # MORTGAGE LOAN ------ ------------- 11 119 West 40th Street 12 1615 L Street 20 Great Escape Theaters 43 Lakeside at White Oak 45 Riverpark I and II 52 Commonwealth Square 53 Whitehorse Road 55 CitiFinancial 59 BPG Pennsylvania Properties 71 Fountains at Fair Oaks 108 Fairview Industrial Park 113 9th Street Marketplace 144 Beckman Chaska MN Exhibit B-23-2 -------------- LIST OF CROSS-COLLATERALIZED AND CROSS-DEFAULTED MORTGAGE LOANS --------------------------------------------------------------- LOAN # MORTGAGE LOAN ------ ------------- 29 National Plaza 30 1051 Perimeter Drive 35 Green Road 36 Crown Pointe/Victor Park Exhibit B-24 ------------ LIST OF MORTGAGE LOANS WITH POST-DUE DILIGENCE DELIVERY MODIFICATIONS --------------------------------------------------------------------- - -------------------------------------------------------------------------------- LOAN # NAME OF LOAN DESCRIPTION OF MODIFICATION - -------------------------------------------------------------------------------- 14 Disney Building The loan documents were amended pursuant to the following: (i) First Amendment to Loan and Security Agreement, dated as of June 27, 2007; (ii) Amended and Restated Promissory Note A in the amount of $135,000,000, dated as of June 27, 2007; (iii) Amended and Restated Promissory Note B in the amount of $10,000,000, dated as of June 27, 2007; and (iv) Note Splitter Agreement, dated as of June 27, 2007. - -------------------------------------------------------------------------------- 20 Great Escape Theatres The loan agreement was modified to permit the free release of certain parcels at the Bedford property. - -------------------------------------------------------------------------------- 22 915 Wilshire Boulevard The Loan Agreement was modified to reflect the fact that the tenant under one of the material leases has surrendered its space on the 18th floor of the Property and has rented additional space on the 8th floor and extended the term of its entire demised premises on the 8th floor (originally expiring in December 2007) until December 2012. - -------------------------------------------------------------------------------- 24 Crescent The loan documents were amended pursuant to the following: (i) First Amendment to Loan Agreement, dated as of July 6, 2007 (including Ratification and Reaffirmation of Recourse Guaranty); (ii) Amended and Restated Promissory Note A in the amount of $73,100,000.00, dated as of July 6, 2007; (iii) Amended and Restated Promissory Note B in the amount of $7,900,000.00, dated as of July 6, 2007; and (iv) Note Splitter Agreement, dated as of July 6, 2007. - -------------------------------------------------------------------------------- 25 1125 17th Street The loan documents were amended pursuant to the following: (i) First Amendment to Loan and Security Agreement and Omnibus Amendment to Loan Documents, dated as of June 25, 2007; (ii) Note Exchange Agreement, dated as of June 25, 2007; (ii) Replacement Promissory Note (Note A-1) in the amount of $70,000,000, dated as of June 25, 2007; and (iv) Replacement Promissory Note (Note A-2) in the amount of $15,000,000, dated as of June 25, 2007. - -------------------------------------------------------------------------------- 33 The Wharf at Rivertown The loan documents were amended pursuant to the following: (i) First Amendment to Loan Agreement, dated as of April 9, 2007; (ii) Amended and Restated Promissory Note A in the amount of $55,200,000, dated as of April 9, 2007; (iii) Amended and Restated Promissory Note B in the amount of $10,350,000, dated as of April 9, 2007; and (iv) Note Splitter Agreement, dated as of April 9, 2007. - -------------------------------------------------------------------------------- 34 Lincoln Town Center The loan was assumed on June 28, 2007. The new borrower is Mullrock Lincoln Town Center Fee, LLC and the new guarantors are The Muller Company and Rockwood VII REIT, Inc. - -------------------------------------------------------------------------------- 35 Green Road The loan documents were amended pursuant to the following: (i) First Amendment to Loan and Security Agreement and Omnibus Amendment to Loan Documents dated as of June 29, 2007; (ii) Replacement Promissory Note A in the amount of $31,189,427, dated as of June 29, 2007; (iii) Replacement Promissory Note B in the amount of $8,810,573, dated as of June 29, 2007; and (iv) Note Exchange Agreement, dated as of June 29, 2007. - -------------------------------------------------------------------------------- 36 Crown Pointe/Victor Park The loan documents were amended pursuant to the following: (i) First Amendment to Loan and Security Agreement and Omnibus Amendment to Loan Documents dated as of June 29, 2007; (ii) Replacement Promissory Note A in the amount of $31,189,427, dated as of June 29, 2007; (iii) Replacement Promissory Note B in the amount of $8,810,573, dated as of June 29, 2007; (iv) Note Exchange Agreement, dated as of June 29, 2007; and (v) Amended and Restated Partial Guaranty, dated as of June 29, 2007. - -------------------------------------------------------------------------------- 43 Lakeside at White Oak The loan documents were amended pursuant to the following: (i) First Amendment to Loan and Security Agreement and Omnibus Amendment to Loan Documents, dated as of June 25, 2007; (ii) Replacement Promissory Note A in the amount of $43,200,000, dated as of June 25, 2007; (iii) Replacement Promissory Note B in the amount of $5,000,000, dated as of June 25, 2007; (iv) Note Exchange Agreement, dated as of June 25, 2007; and (v) Consent and Certification, dated as of July 3, 2007. - -------------------------------------------------------------------------------- 52 Commonwealth Square The loan documents were amended pursuant to the following: (i) First Amendment to Loan Agreement, dated as of July 7, 2007; (ii) Note Splitter Agreement, dated as of July 7, 2007; (iii) Amended and Restated Promissory Note A in the amount of $31,680,000.00, dated as of July 7, 2007; and (iv) Amended and Restated Promissory Note B in the amount of $1,510,000.00, dated as of July 7, 2007. - -------------------------------------------------------------------------------- 113 9th Street Marketplace The loan documents were amended pursuant to the following: (i) First Amendment to Loan Agreement, dated as of July 7, 2007; (ii) Note Splitter Agreement, dated as of July 7, 2007; (iii) Amended and Restated Promissory Note A in the amount of $10,720,000.00, dated as of July 7, 2007; and (iv) Amended and Restated Promissory Note B in the amount of $840,000.00, dated as of July 7, 2007. - -------------------------------------------------------------------------------- Exhibit B-26 ------------ LIST OF MORTGAGE LOANS WITH PERMITTED RELEASE IN CONNECTION WITH THE SUBSTITUTION OF A REPLACEMENT MORTGAGED PROPERTY -------------------------------------------------------------------- LOAN # MORTGAGE LOAN ------ ------------- 4 TIAA RexCorp New Jersey Portfolio 20 Great Escape Theaters Exhibit B-39 MORTGAGE LOANS SECURED BY A LEASEHOLD INTEREST IN ALL OR A MATERIAL PORTION OF THE RELATED MORTGAGED PROPERTY ------------------------------------------------------- LOAN # MORTGAGE LOAN/ MORTGAGED PROPERTY 3 Two California Plaza 7 TIAA RexCorp Plaza 10 Harbor Point Apartments 12 1615 L Street 23 Hyatt Regency Penn's Landing 24 Crescent 44 Hyatt Regency Albuquerque EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES Numerical references are to the corresponding Mortgage Loan representations and warranties set forth in Exhibit B to the Mortgage Loan Purchase Agreement. Underlined titles correspond to the titles in the related Mortgage Loan representations and warranties and the loan numbers correspond to the control numbers listed in Annex A to the Prospectus Supplement. - -------------------------------------------------------------------------------- 11. CONDITION OF MORTGAGED PROPERTY; NO CONDEMNATION 70 Home Depot South San Francisco. The ground lessee on the mortgaged property has the right to demolish the existing building, provided that it constructs a building with value and square footage at least equal to the existing building. At closing, the ground lessee planned to exercise its right to demolish the existing building. - -------------------------------------------------------------------------------- 13. INSURANCE. - -------------------------------------------------------------------------------- 44 Hyatt Regency Albuquerque. The mortgaged property consists of two units in a condominium regime. Under the terms of the condominium declaration, proceeds associated with common elements and structural elements of the condominium are held by the condominium association and applied by the condominium association to restoration (unless the unit owners, by a supermajority vote which would include the vote of the unit owner of the mortgaged property, elect not to restore). - -------------------------------------------------------------------------------- 23. TRANSFERS AND SUBORDINATE DEBT. - -------------------------------------------------------------------------------- 2, 3, 9, 19, 42 Wells Fargo Tower, Two California Plaza, 550 South Hope Street, Maguire Anaheim Portfolio and 3800 Chapman. The loan documents for each of these loans permit the direct and/or indirect owners of the borrowers to pledge (but not foreclose upon) their direct and/or indirect ownership interests in the borrowers to secure certain loan facilities. - -------------------------------------------------------------------------------- 63 430 Davis Drive. The 430 Davis Street site loan documents permit an indirect owner of one of the controlling interests in the borrower to obtain a loan from one or more affiliates of other indirect investors in the borrower secured by a pledge of certain indirect ownership interests in the borrower. - -------------------------------------------------------------------------------- 116 Homewood Suites - Charlotte. Permitted transfers under the loan documents include transfers of majority of controlling equity interests in the related mortgagor so long as the key principal (Reed Miller) retains Control. "Control" means with respect to any Person, either (i) ownership directly or indirectly of 49% or more of all equity interests in such Person or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, through the ownership of voting securities, by contract or otherwise. - -------------------------------------------------------------------------------- 26. RELEASES OF MORTGAGED PROPERTY. - -------------------------------------------------------------------------------- 67 Dulles Corporate Center. The loan documents permit the partial release of a portion of the mortgaged property providing parking to the improvements upon the mortgaged property without a prepayment or partial defeasance of the mortgage loan upon satisfaction of certain conditions set forth in the related loan documents, including (a) the provision of sufficient parking for the improvements on the remaining mortgaged property to satisfy zoning requirements, (b) such partial release does not violate any leases and any necessary lease approvals with respect to the partial release are obtained, (c) the remaining mortgaged property satisfies a loan-to-value ratio of not greater than 80%, and (d) the remaining mortgaged property satisfies a debt service coverage ratio of not less than the debt service coverage ratio for the mortgaged property immediately prior to the partial release and the debt service coverage ratio for the mortgaged property at the time of the origination of the mortgage loan. - -------------------------------------------------------------------------------- 29. SINGLE PURPOSE ENTITY. - -------------------------------------------------------------------------------- 63 430 Davis Street. The borrower did not deliver a non-consolidation opinion. - -------------------------------------------------------------------------------- 65 Tempe Commerce. The borrower did not deliver a non-consolidation opinion. - -------------------------------------------------------------------------------- 66 Avion Lakeside. The borrower did not deliver a non-consolidation opinion. - -------------------------------------------------------------------------------- 67 Dulles Corporate Center. The borrower does not have an independent director and did not deliver a non-consolidation opinion. - -------------------------------------------------------------------------------- 68 Berry Town Center. The borrower does not have an independent director and did not deliver a non-consolidation opinion. - -------------------------------------------------------------------------------- 38. ORGANIZATION OF MORTGAGORS; AFFILIATION WITH OTHER MORTGAGORS. - -------------------------------------------------------------------------------- 2, 3, 9, Wells Fargo Tower, Two California Plaza, 550 South 19, 42 Hope Street, Maguire Anaheim Portfolio and 3800 Chapman. The mortgagors of each of the Wells Fargo Tower loan, the Two Californian Plaza loan, the 550 South Hope Street, the Maguire Anaheim Portfolio and the 3800 Chapman loan are affiliates of each other. - -------------------------------------------------------------------------------- 4, 7 TIAA RexCorp New Jersey Portfolio and TIAA RexCorp Plaza. The mortgagors of each of the TIAA RexCorp New Jersey Portfolio loan and the TIAA RexCorp Plaza loan are affiliates of each other. - -------------------------------------------------------------------------------- 33, 45, 59 The Wharf at Rivertown, Riverpark I & II, and BPG Pennsylvania Properties. The mortgagors of each of the Wharf at Rivertown loan, the Riverpark I & II loan and the BPG Pennsylvania Properties loan are affiliates of each other. - -------------------------------------------------------------------------------- 22, 54, 76 915 Wilshire Boulevard, 900 King Street, Harbor Corporate Center. The mortgagors of each of the 915 Wilshire Boulevard loan, 900 King Street loan and Harbor Corporate Center loan are affiliates of each other. - -------------------------------------------------------------------------------- 25, 67 1125 17th Street, Dulles Corporate Center. The mortgagors of each of the 1125 17th Street loan and the Dulles Corporate Center loan are affiliates of each other. - -------------------------------------------------------------------------------- 29,30 National Plaza I, II, III, 1051 Perimeter Drive. The mortgagors of each of the National Plaza I, II, III loan and 1051 Perimeter Drive loan are affiliates of each other. - -------------------------------------------------------------------------------- 35, 36 Green Road, Crown Pointe Victor Park. The mortgagors of each of the Green Road loan and the Crown Pointe Victor Park loan are affiliates of each other. - -------------------------------------------------------------------------------- 52, 106, 113, Commonwealth Square, Kmart Center, 9th Street 118 Marketplace, Glenbrook Shopping Center. The mortgagors of each of the Commonwealth Square loan, Kmart Center loan, 9th Street Marketplace loan and Glenbrook Shopping Center loan are affiliates of each other. - -------------------------------------------------------------------------------- 41, 86 Hughes Airport Center I, 840 Grier. The mortgagors of each of the Hughes Airport Center II loan and the 840 Grier loan are affiliates of each other. - -------------------------------------------------------------------------------- 71, 77, 85 Fountains at Fair Oaks, Renaissance Park, Canyon Terrace. The mortgagors of each of the Fountains at Fair Oaks loan, Renaissance Park loan and the Canyon Terrace loan are affiliates of each other. - -------------------------------------------------------------------------------- 55, 62 CitiFinancial, Credence Systems Corp. The mortgagors of each of the CitiFinancial loan and the Credence Systems loan are affiliates of each other. - -------------------------------------------------------------------------------- 65, 66 Tempe Commerce, Avion Lakeside. The mortgagors of each of the Tempe Commerce loan and the Avion Lakeside loan are affiliates of each other. - -------------------------------------------------------------------------------- 60, 73 Hawaii Self-Storage: Salt Lake, Hawaii Self-Storage: Pearl City. The mortgagors of each of the Hawaii Self-Storage: Salt Lake loan and the Hawaii Self-Storage: Pearl City loan are affiliates of each other. - -------------------------------------------------------------------------------- 103, 108 The Pennsylvania Business Center, Fairview Industrial Park. The mortgagors of each of the Pennsylvania Business Center loan and the Fairview Industrial Park loan are affiliates of each other. - -------------------------------------------------------------------------------- 80, 174 Lyons, Dryden. The mortgagors of each of the Lyons loan and the Dryden loan are affiliates of each other. - -------------------------------------------------------------------------------- 138, 163, 182, Casa Linda Apartments, Variel Apartments, Manor House 188 West Apartments, Morocco Apartments. The mortgagors of each of the Casa Linda Apartments loan, Variel Apartments loan, Manor House West Apartments loan and the Morocco Apartments loan are affiliates of each other. - -------------------------------------------------------------------------------- 83, 192 Securlock Self Storage Portfolio, Securlock Hurst. The mortgagors of each of the Securlock Self Storage loan and the Securlock Hurst loan are affiliates of each other. - -------------------------------------------------------------------------------- 166, 189 Talcott Plaza, 405 Queen Street. The mortgagors of each of the Talcott Plaza loan and the 405 Queen Street loan are affiliates of each other. - -------------------------------------------------------------------------------- 179, 194 Mini U Storage - Forestville, Mini U Storage - Southfield. The mortgagors of each of the Mini U Storage - Forestville loan and the Mini U Storage - Southfield loan are affiliates of each other. - -------------------------------------------------------------------------------- 190, 199, 201, Stone Valley Drive, 4510 South Eastern Avenue, 5301 202, Longley Lane Building F , 110 Huffaker Drive. The mortgagors of each of the Stone Valley Drive loan, 110 Huffaker Drive loan, 4510 South Eastern Avenue loan and 5301 Longley Lane Building F loan are affiliates of each other. - -------------------------------------------------------------------------------- 39. FEE SIMPLE INTEREST. - -------------------------------------------------------------------------------- Various See Exhibit B-39 below. Hyatt Regency Albuquerque. The mortgaged property 44 consists of two units in a condominium regime. The condominium project is constructed over both fee and leasehold estates. The leasehold estates are created by three ground leases. The condominium unit owners hold the leasehold interests subject to the condominium regime as common elements. - -------------------------------------------------------------------------------- 40. RECOURSE. - -------------------------------------------------------------------------------- 12. 1615 L Street. There is no "natural person" (or entity with assets other than an interest in the borrower) as guarantor on the loan. - -------------------------------------------------------------------------------- 14. Disney Building. There is no "natural person" (or entity with assets other than an interest in the borrower) as guarantor on the loan. - -------------------------------------------------------------------------------- 16. 55 Railroad Avenue. There is a partial payment guaranty guaranteeing full recourse up to $7,028,215 and terminates if the property achieves a net operating income of $8,841,200. - -------------------------------------------------------------------------------- 18. Franklin Mills. There is no "natural person" (or entity with assets other than an interest in the borrower) as guarantor on the loan. - -------------------------------------------------------------------------------- 19. Maguire Anaheim Portfolio. There is a partial payment guaranty guaranteeing the payment of interest payments and ongoing reserves for calendar year 2009. - -------------------------------------------------------------------------------- 28 200 West Jackson Boulevard. There is no "natural person" (or entity with assets other than an interest in the borrower) as guarantor on the loan. - -------------------------------------------------------------------------------- 37 GP2. There is no "natural person" (or entity with assets other than an interest in the borrower) as guarantor on the loan. - -------------------------------------------------------------------------------- 39 Holiday Inn Portfolio. There is no "natural person" (or entity with assets other than an interest in the borrower) as guarantor on the loan. - -------------------------------------------------------------------------------- 44 Hyatt Albuquerque. There is no "natural person" (or entity with assets other than an interest in the borrower) as guarantor on the loan. - -------------------------------------------------------------------------------- 52 Commonwealth Square. There is no "natural person" (or entity with assets other than an interest in the borrower) as guarantor on the loan. - -------------------------------------------------------------------------------- 56 Doubletree Bayside - Boston, MA. There is no "natural person" (or entity with assets other than an interest in the borrower) as guarantor on the loan. - -------------------------------------------------------------------------------- 65 Tempe Commerce. There is no "natural person" (or entity with assets other than an interest in the borrower) as guarantor on the loan. - -------------------------------------------------------------------------------- 66 Avion Lakeside. There is no "natural person" (or entity with assets other than an interest in the borrower) as guarantor on the loan. - -------------------------------------------------------------------------------- 67 Dulles Corporate Center. There is no "natural person" (or entity with assets other than an interest in the borrower) as guarantor on the loan. - -------------------------------------------------------------------------------- 70 Home Depot South San Francisco. There is no "natural person" (or entity with assets other than an interest in the borrower) as guarantor on the loan. - -------------------------------------------------------------------------------- 71 Fountains at Fair Oaks. There is no "natural person" (or entity with assets other than an interest in the borrower) as guarantor on the loan. - -------------------------------------------------------------------------------- 88 Templetown Properties. The loan springs full personal recourse against borrower and guarantor in the event of a transfer other than a "Permitted Transfer", violations of SPE requirements, or if borrower, guarantor, fee owner, borrower's general partner or fee owner's general partner file a voluntary petition in bankruptcy (or take a similar voluntary insolvency action) or acquiesce in or consent to an involuntary bankruptcy filing. - -------------------------------------------------------------------------------- 106 Kmart Center. There is no "natural person" (or entity with assets other than an interest in the borrower) as guarantor on the loan. - -------------------------------------------------------------------------------- 113 9th Street Marketplace. There is no "natural person" (or entity with assets other than an interest in the borrower) as guarantor on the loan. - -------------------------------------------------------------------------------- 114 4080 27th Court SE. There is no "natural person" (or entity with assets other than an interest in the borrower) as guarantor on the loan. - -------------------------------------------------------------------------------- 115 375 Rivertown Drive. There is no "natural person" (or entity with assets other than an interest in the borrower) as guarantor on the loan. - -------------------------------------------------------------------------------- 118 Glenbrook Shopping Center. There is no "natural person" (or entity with assets other than an interest in the borrower) as guarantor on the loan. - -------------------------------------------------------------------------------- 144 Beckman Chaska MN. There is no "natural person" (or entity with assets other than an interest in the borrower) as guarantor on the loan. - -------------------------------------------------------------------------------- 179 Mini U Storage - Forestville. There is no "natural person" (or entity with assets other than an interest in the borrower) as guarantor on the loan. - -------------------------------------------------------------------------------- 194 Mini U Storage - Southfield. There is no "natural person" (or entity with assets other than an interest in the borrower) as guarantor on the loan. - -------------------------------------------------------------------------------- 46. SUBORDINATE DEBT - -------------------------------------------------------------------------------- 10. Harbor Point Apartments. The mortgaged property is encumbered by four liens junior to the lien of the related mortgage, each held by various local municipalities. Each junior lien will remain in place subject to a Subordination and Intercreditor Agreement which provides for lien subordination and a standstill on remedies. Payments to the junior lienholders are permitted out of excess net cash flow so long as there is no default under the loan. - -------------------------------------------------------------------------------- 47(3) GROUND LEASE. - -------------------------------------------------------------------------------- 12 1615 L Street. The ground lease is silent as to whether an amendment, modification, cancellation or termination without the prior written consent of the mortgagee would binding on the mortgagee and its successors and assigns. - -------------------------------------------------------------------------------- 44 Hyatt Regency Albuquerque. The three ground leases relating to the mortgaged property do not provide for lender approval of amendment, modification, cancellation or termination of the ground leases, but the mortgaged property consists of two units in a condominium regime, and the lessee's interests in the ground leases have been subjected to the condominium regime. The condominium declaration prohibits, absent unanimous approval of the unit owners, any amendment of the ground leases. - -------------------------------------------------------------------------------- 60 Hawaii Self Storage: Salt Lake. Lease is silent on amendment, modification, cancellation or termination without mortgagee consent. - -------------------------------------------------------------------------------- 47(4) GROUND LEASE. - -------------------------------------------------------------------------------- 44 Hyatt Regency Albuquerque. While to the actual knowledge of Greenwich no ground lease defaults exist, no ground lessee estoppel has been obtained with respect to one of the three ground leases. - -------------------------------------------------------------------------------- 47(5) GROUND LEASE. - -------------------------------------------------------------------------------- 44 Hyatt Regency Albuquerque. One of the three ground leases does not provide for notice to the mortgagee of defaults. None of the ground leases contain a provision to the effect that default notices to the lessees are not effective against the mortgagee if not sent to the mortgagee. - -------------------------------------------------------------------------------- 47(6) GROUND LEASE. - -------------------------------------------------------------------------------- 12 1615 L Street. The ground lease is silent as to whether it (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. - -------------------------------------------------------------------------------- 47(7) GROUND LEASE. - -------------------------------------------------------------------------------- 44 Hyatt Regency Albuquerque. The ground leases do not contain provisions for extended cure periods for mortgagees; however, one ground lessor executed an estoppel which provides for an additional thirty days for mortgagee to cure a default by ground lessee. - -------------------------------------------------------------------------------- 47(8) GROUND LEASE. - -------------------------------------------------------------------------------- 88 Templetown Properties. The term of the ground lease extends 15 years beyond the term of the Loan. - -------------------------------------------------------------------------------- 47(9) GROUND LEASE. - -------------------------------------------------------------------------------- 12 1615 L Street. The ground lease is silent regarding this representation. - -------------------------------------------------------------------------------- 44 Hyatt Regency Albuquerque. The mortgaged property consists of two units in a condominium regime. Under the terms of the condominium declaration, proceeds associated with common elements and structural elements of the condominium are held by the condominium association and applied by the condominium association to restoration (unless the unit owners, by a supermajority vote which would include the vote of the unit owner of the mortgaged property, elect not to restore). - -------------------------------------------------------------------------------- 47(12) GROUND LEASE. - -------------------------------------------------------------------------------- 44 Hyatt Regency Albuquerque. The three ground leases do not provide for a new lease upon termination of the ground lease. - -------------------------------------------------------------------------------- EXHIBIT D FORM OF OFFICER'S CERTIFICATE Greenwich Capital Financial Products, Inc. ("Seller") hereby certifies as follows: 1. All of the representations and warranties (except as set forth on Schedule C) of the Seller under the Mortgage Loan Purchase Agreement, dated as of July 1, 2007 (the "Agreement"), between GS Mortgage Securities Corporation II and Seller, are true and correct in all material respects on and as of the date hereof with the same force and effect as if made on and as of the date hereof. 2. The Seller has complied in all material respects with all the covenants and satisfied all the conditions on its part to be performed or satisfied under the Agreement on or prior to the date hereof and no event has occurred which would constitute a default under the Agreement. 3. Neither the Prospectus, dated June 13, 2007, as supplemented by the Prospectus Supplement, dated June 21, 2007 (collectively, the "Prospectus"), relating to the offering of the Class A-1, Class 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 June 21, 2007 (the "Offering Circular"), relating to the offering of the Class X, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S, Class R and Class LR Certificates, in the case of the Prospectus and the Prospectus Supplement, as of the date of the Prospectus Supplement or as of the date hereof, or the Offering Circular, as of the date of thereof or as of the date hereof, included or includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading. Capitalized terms used herein without definition have the meanings given them in the Agreement. [SIGNATURE APPEARS ON THE FOLLOWING PAGE] Certified this [______] day of [____________], 2007. GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. By: __________________________________ Name: Title: EXHIBIT E FORM OF LEGAL OPINION (a) The Seller is a [______________ ], duly organized, validly existing and in good standing under the laws of the State of [______________ ] with full power and authority to own its assets and conduct its business, is duly qualified as a foreign organization in good standing in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on its ability to perform its obligations thereunder, and the Seller has taken all necessary action to authorize the execution, delivery and performance of the Mortgage Loan Purchase Agreement and the Indemnification Agreement (collectively, the "Operative Documents"), and has duly executed and delivered the Operative Documents, and has the power and authority to execute, deliver and perform under the Operative Documents and all the transactions contemplated thereby, including, but not limited to, the power and authority to sell, assign, transfer, set over and convey the Mortgage Loans in accordance with the Mortgage Loan Purchase Agreement; (b) Assuming the due authorization, execution and delivery of each Operative Document by each party thereto other than the Seller, each Operative Document will constitute a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (c) The execution and delivery of each Operative Document by the Seller and the performance of its obligations thereunder will not conflict with any provision of any law or regulation to which the Seller is subject, or conflict with, result in a breach of, or constitute a default under, any of the terms, conditions or provisions of any of the Seller's organizational documents or any agreement or instrument to which the Seller is a party or by which it is bound, or any order or decree applicable to the Seller, or result in the creation or imposition of any lien on any of the Seller's assets or property, in each case which would materially and adversely affect the ability of the Seller to carry out the transactions contemplated by the Operative Documents; (d) There is no action, suit, proceeding or investigation pending or, to the Seller's knowledge, threatened against the Seller in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity of the Mortgage Loans or the ability of the Seller to carry out the transactions contemplated by each Operative Document; (e) The Seller is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Seller or its properties or might have consequences that would materially and adversely affect its performance under any Operative Document; (f) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, each Operative Document or the consummation of the transactions contemplated thereby, other than those which have been obtained by the Seller; (g) To our knowledge, considered in light of our understanding of applicable law and the experience we have gained through our practice, nothing has come to our attention in the course of our review of the Prospectus and Prospectus Supplement in relation to the sale of the Mortgage Loans, which causes us to believe that (i) the Prospectus, at the date thereof or at the date hereof, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, which untrue statement or omission arises out of, or is based upon, information concerning the Mortgage Loans set forth in the Prospectus, or (ii) the Prospectus Supplement, at the date thereof or at the date hereof, contains an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, which untrue statement or omission arises out of, or is based upon, information concerning the Mortgage Loans set forth in the Prospectus Supplement, it being understood that we express no view as to any information incorporated by reference in the Prospectus or Prospectus Supplement or as to the adequacy or accuracy of the financial, numerical, statistical or quantitative information included in the Prospectus or Prospectus Supplement. (h) We hereby advise you that, in the course of the representation referred to above and our examination of the time of sale information, considered in light of our understanding of applicable law and the experience we have gained through our practice, no facts came to our attention that cause us to believe that as of the time of sale, the time of sale information (taken as a whole) included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that we express no view as to (1) any blanks or bracketed items in the time of sale information for pricing terms, (2) any information incorporated by reference in the time of sale information or (3) the adequacy or accuracy of (i) any financial, numerical, statistical or computational information included in or omitted from the time of sale information or (ii) any information contained in or omitted from any computer disk, CD-ROM or other electronic media accompanying the time of sale information. (i) Insofar as it related to the Seller and the Mortgage Loans (including without limitations the related borrowers and mortgaged properties) being sold by the Seller, the Prospectus Supplement, as of its date (with the exception of any information incorporated by reference therein and any numerical, financial, statistical and computational information included therein, as to which we express no view), appeared on its face to be appropriately responsive in all material respects to the applicable requirements of Regulation AB under the Securities Act of 1933, as amended.