EXHIBIT 99.2
MORTGAGE LOAN PURCHASE AGREEMENT
Pursuant to this Mortgage Loan Purchase Agreement dated as of July
1, 2006 (this "Agreement"), between Xxxxxxx Xxxxx Mortgage Company (together
with its successors and permitted assigns hereunder, the "Seller") and Greenwich
Capital Commercial Funding Corp. (together with its successors and permitted
assigns hereunder, the "Purchaser"), the Seller intends to sell and the
Purchaser intends to purchase certain multifamily and commercial mortgage loans
(collectively, the "Mortgage Loans"), as identified on the schedule annexed
hereto as Exhibit A (the "Mortgage Loan Schedule").
The Purchaser intends to deposit the Mortgage Loans, together with
other assets, into a trust fund (the "Trust Fund"), the beneficial ownership of
which will be evidenced by multiple classes (each, a "Class") of mortgage
pass-through certificates (the "Certificates") to be identified as the Greenwich
Capital Commercial Funding Corp., Commercial Mortgage Trust 2006-GG7, Commercial
Mortgage Pass-Through Certificates, Series 2006-GG7. One or more "real estate
mortgage investment conduit" ("REMIC") elections will be made with respect to
the Trust Fund. The Certificates will be issued pursuant to a Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), to be dated as of
July 1, 2006, among the Purchaser, as depositor, Midland Loan Services, Inc., as
master servicer (the "Master Servicer"), LNR Partners, Inc., as special servicer
(the "Special Servicer") and LaSalle Bank National Association, as trustee (the
"Trustee"). Capitalized terms used but not defined herein have the respective
meanings set forth in the Pooling and Servicing Agreement, as in effect on the
Closing Date.
The Purchaser has entered into an Underwriting Agreement (the
"Underwriting Agreement"), dated as of June 27, 2006, with Xxxxxxx, Sachs & Co.
("GSC"), Greenwich Capital Markets, Inc. ("GCM"), Xxxxxx Xxxxxxx & Co.
Incorporated, Bear, Xxxxxxx & Co. Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated and Wachovia Capital Markets, LLC (collectively in such capacity,
the "Underwriters"), whereby the Purchaser will sell to the Underwriters all of
the Certificates that are to be registered under the Securities Act of 1933, as
amended (the "Securities Act"). The Purchaser has also entered into a
Certificate Purchase Agreement (the "Certificate Purchase Agreement"), dated as
of June 27, 2006 with GCM and GSC (together, in such capacity, the "Initial
Purchasers"), whereby the Purchaser will sell to the Initial Purchasers all of
the remaining Certificates (other than the Residual Interest Certificates).
In connection with the transactions contemplated hereby, the Seller,
the Purchaser, the Underwriters and the Initial Purchasers have entered into an
Indemnification Agreement (the "Indemnification Agreement" and together with
this Agreement, the "Operative Documents"), dated as of June 27, 2006.
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase. The Seller agrees to sell, and the
Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan
Schedule. The Mortgage Loan Schedule may be amended to reflect the actual
Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The
Mortgage Loans will have an aggregate principal balance of $1,663,373,397 (the
"Initial Principal Balance") as of the close of business on its Due Date in July
2006 or, with respect to each mortgage loan that does not have a Due Date in
July 2006, July 6, 2006 (the "Cut-off Date"), after giving effect to any and all
payments of principal due thereon on or before such date, whether or not
received. The purchase and sale of the Mortgage Loans shall take place on July
12, 2006, or such other date as shall be mutually acceptable to the parties
hereto (the "Closing Date"). The consideration for the Mortgage Loans shall
consist of a cash amount equal to ___% of the Initial Principal Balance, plus
interest accrued on each Mortgage Loan at the related Net Mortgage Rate, for the
period from and including the Cut-off Date (to the extent that such Cut-off Date
is prior to the Closing Date) up to but not including the Closing Date, which
cash amount shall be paid to the Seller or its designee by wire transfer in
immediately available funds (or by such other method as shall be mutually
acceptable to the parties hereto) on the Closing Date.
SECTION 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to receipt of the
purchase price referred to in Section 1 hereof and satisfaction or waiver of the
conditions to closing set forth in Section 5 hereof, the Seller does hereby
sell, transfer, assign, set over and otherwise convey to the Purchaser, without
recourse, all the right, title and interest of the Seller in and to the Mortgage
Loans identified on the Mortgage Loan Schedule as of such date, subject to the
rights of the holders of any related Companion Loans as specified in the related
Co-Lender Agreement, as applicable, and the Purchaser hereby assumes such
Mortgage Loans, together with the rights and obligations related to such
Mortgage Loans as specified in the related Co-Lender Agreement. The Mortgage
Loan Schedule, as it may be amended, shall conform to the requirements set forth
in this Agreement and the Pooling and Servicing Agreement.
(b) The Purchaser or its assignee shall, subject to the rights of
the holders of any related Companion Loans, as applicable, be entitled to
receive all scheduled payments of principal and interest due after the Cut-off
Date, and all other recoveries of principal and interest collected after the
Cut-off Date (other than in respect of principal and interest on the Mortgage
Loans due on or before the Cut-off Date). All scheduled payments of principal
and interest due on or before the Cut-off Date for each Mortgage Loan, but
collected after such date, shall, subject to the rights of the holders of any
related Companion Loans, as applicable, belong to, and be promptly remitted to,
the Seller.
(c) On or before the Closing Date, the Seller shall, on behalf of
the initial Purchaser, deliver to and deposit, or cause to be delivered and
deposited, with the Trustee a Mortgage File for each Mortgage Loan in accordance
with the terms of, and conforming to the requirements set forth in, the Pooling
and Servicing Agreement; provided that, with respect to any Non-Serviced Trust
Loan, the preceding delivery requirements will be satisfied by delivery of the
original Mortgage Note(s) (and all intervening endorsements) related to such
Non-Serviced Trust Loan and a copy of the "mortgage file" delivered under the
applicable Lead PSA. If the Seller cannot deliver or cause to be delivered the
documents and/or instruments referred to in clauses (a)(ii), (a)(iii), (a)(vi)
(if recorded) and (a)(viii) of the definition of "Mortgage File" solely because
of delay caused by the public recording office where such document or instrument
has been delivered for recordation, the Seller shall deliver to the Trustee a
copy of the original, certified by the Seller to be a true and complete copy of
the original thereof submitted for recording. Concurrently with such delivery,
the Seller shall deliver, or cause to be delivered, to the Master Servicer and
the Special Servicer copies of the Mortgage Note, Mortgage(s) and any reserve
and cash management agreements with respect to each Mortgage Loan for which a
Mortgage File is required to be delivered to the Trustee.
(d) For each Mortgage Loan for which a Mortgage File is required to
be delivered to the Trustee, the Seller shall bear the out-of-pocket costs and
expenses related to recording or filing, as the case may be, in the appropriate
public office for real property records or Uniform Commercial Code financing
statements, as appropriate, each related assignment of Mortgage and assignment
of Assignment of Leases, in favor of the Trustee referred to in clause (a)(iv)
of the definition of "Mortgage File" and each related UCC-2 and UCC-3 assignment
referred to in clause (a)(viii) of the definition of "Mortgage File." If any
such document or instrument is lost or returned unrecorded or unfiled, as the
case may be, because of a defect therein, then the Seller shall prepare a
substitute therefor or cure such defect or 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, to the then holder of such Mortgage Loan).
(e) The Seller shall deliver, or cause to be delivered, to the
Master Servicer within 10 business days after the Closing Date, all documents
and records that (i) relate to the servicing and administration of the Serviced
Loans, (ii) are reasonably necessary for the ongoing administration and/or
servicing of the Serviced 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
Mortgage Loan Seller, together with (x) all unapplied Escrow Payments and
Reserve Funds in the possession or under control of the Seller that relate to
the Serviced Loans and (y) a statement indicating which Escrow Payments and
Reserve Funds are allocable to such Serviced Loans), provided that the Seller
shall not be required to deliver any draft documents, privileged or other
internal communications, credit underwriting, due diligence analyses or data or
internal worksheets, memoranda, communications or evaluations.
(f) After the Seller's transfer of the Mortgage Loans to the
Purchaser, as provided herein, the Seller shall not take any action inconsistent
with the Purchaser's ownership of the Mortgage Loans. Except for actions that
are the express responsibility of another party hereunder or under the Pooling
and Servicing Agreement, and further except for actions that the Seller is
expressly permitted to complete subsequent to the Closing Date, the Seller
shall, on or before the Closing Date, take all actions required under applicable
law to effectuate the transfer of the Mortgage Loans by the Seller to the
Purchaser.
(g) The Seller shall provide, or cause to be provided, to 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.
(h) The Seller shall provide the Master Servicer with the
Supplemental Servicer Schedule.
SECTION 3. Representations, Warranties and Covenants of Seller.
(a) The Seller hereby represents and warrants to and covenants with
the Purchaser, as of the date hereof and as of the Closing Date, that:
(i) The Seller is a limited partnership duly organized, validly
existing and in good standing under the laws of the State of New York, 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 the
Operative Documents, except where the failure to be so qualified would not
have a material adverse effect on its ability to perform its obligations
under the Operative Documents, and possesses all requisite authority and
power to carry on its business as currently conducted by it and to
execute, deliver and comply with its obligations under the terms of each
Operative Document.
(ii) Each Operative Document has been duly and validly authorized,
executed and delivered by the Seller and, assuming due authorization,
execution and delivery hereof by the Purchaser, constitutes 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
(A) bankruptcy, insolvency, reorganization, receivership, moratorium or
other similar laws affecting the enforcement of creditors' rights in
general, and (B) general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law).
(iii) The execution and delivery of each Operative Document by the
Seller and the Seller's performance and compliance with the terms of each
Operative Document will not (A) violate the Seller's organizational
documents, (B) violate any law or regulation or any administrative decree
or order to which the Seller is subject or (C) constitute a default (or an
event which, with notice or lapse of time, or both, would constitute a
default) under, or result in the breach of, any material contract,
agreement or other instrument to which the Seller is a party or by which
the Seller is bound.
(iv) 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 other governmental agency or body, which default might
have consequences that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the condition (financial or
other) or operations of the Seller or its properties or have consequences
that would, in the Seller's reasonable and good faith judgment, materially
and adversely affect its performance hereunder.
(v) The Seller is not a party to or bound by any agreement or
instrument or subject to any organizational document or any other
corporate restriction or any judgment, order, writ, injunction, decree,
law or regulation that would, in the Seller's reasonable and good faith
judgment, materially and adversely affect the ability of the Seller to
perform its obligations under the Operative Documents or that requires the
consent of any third person to the execution and delivery of the Operative
Documents by the Seller or the performance by the Seller of its
obligations under the Operative Documents.
(vi) Except for the recordation and/or filing of assignments and
other transfer documents with respect to the Mortgage Loans, as
contemplated by Section 2(d), no consent, approval, authorization or order
of, registration or filing with, or notice to, 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 the Operative Documents or
the consummation of the transactions contemplated by the Operative
Documents; and no bulk sale law applies to such transactions.
(vii) No litigation is pending or, to the best of the Seller's
knowledge, threatened against the Seller that would, in the Seller's good
faith and reasonable judgment, prohibit its entering into the Operative
Documents or materially and adversely affect the performance by the Seller
of its obligations under the Operative Documents.
(viii) The Seller intends to treat the transfer of the Mortgage
Loans to the Purchaser as a sale for accounting and tax purposes. In
connection with the foregoing, the Seller shall cause all of its records
to reflect such transfer as a sale (as opposed to a secured loan). The
consideration received by the Seller upon the sale of the Mortgage Loans
to the Purchaser will constitute at least reasonably equivalent value and
fair consideration for the Mortgage Loans. The Seller will be solvent at
all relevant times prior to, and will not be rendered insolvent by, the
sale of the Mortgage Loans to the Purchaser. The Seller is not selling the
Mortgage Loans to the Purchaser with any intent to hinder, delay or
defraud any of the creditors of the Seller. After giving effect to its
transfer of the Mortgage Loans to the Purchaser, as provided herein, the
value of the Seller's assets, either taken at their present fair saleable
value or at fair valuation, will exceed the amount of the Seller's debts
and obligations, including contingent and unliquidated debts and
obligations of the Seller, and the Seller will not be left with
unreasonably small assets or capital with which to engage in and conduct
its business. The Mortgage Loans do not constitute all or substantially
all of the assets of the Seller. The Seller does not intend to, and does
not believe that it will, incur debts or obligations beyond its ability to
pay such debts and obligations as they mature.
(ix) No proceedings looking toward merger, liquidation, dissolution
or bankruptcy of the Seller are pending or contemplated.
(b) The Seller hereby makes, for the benefit of the Purchaser, with
respect to each Mortgage Loan, as of the Closing Date or as of such other date
expressly set forth therein, each of the representations and warranties set
forth on Exhibit B attached hereto, except as otherwise set forth on Exhibit C
attached hereto.
SECTION 4. Representations and Warranties of the Purchaser. In order
to induce the Seller to enter into this Agreement, the Purchaser hereby
represents and warrants for the benefit of the Seller as of the date hereof and
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. The
Purchaser has the full corporate power and authority and legal right to
acquire the Mortgage Loans from the Seller and to transfer the Mortgage
Loans to the Trustee.
(ii) This Agreement has been duly and validly authorized, executed
and delivered by the Purchaser and, assuming due authorization, execution
and delivery hereof by the Seller, constitutes 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
(A) bankruptcy, insolvency, reorganization, receivership, moratorium or
other similar laws affecting the enforcement of creditors' rights in
general, and (B) general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law).
(iii) The execution and delivery of this Agreement by the Purchaser
and the Purchaser's performance and compliance with the terms of this
Agreement will not (A) violate the Purchaser's organizational documents,
(B) violate any law or regulation or any administrative decree or order to
which the Purchaser is subject or (C) constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material contract, agreement or
other instrument to which the Purchaser is a party or by which the
Purchaser is bound.
(iv) Except as may be required under federal or state securities
laws (and which will be obtained on a timely basis), no consent, approval,
authorization or order of, registration or filing with, or notice to, any
governmental authority or court, is required for the execution, delivery
and performance by the Purchaser of or compliance by the Purchaser with
this Agreement, or the consummation by the Purchaser of any transaction
described in this Agreement.
(v) Under GAAP and for federal income tax purposes, the Purchaser
will report the transfer of the Mortgage Loans by the Seller to the
Purchaser, as provided herein, as a sale of the Mortgage Loans to the
Purchaser in exchange for the consideration specified in Section 1 hereof.
SECTION 5. Notice of Breach; Cure; Repurchase.
(a) If the Seller discovers or receives notice in accordance with
Section 10 hereof of a Document Defect or a breach of any of its representations
and warranties made pursuant to Section 3(b) hereof (each such breach, a
"Breach") relating to any Mortgage Loan, and such Document Defect or Breach
materially and adversely affects the value of the Mortgage Loan or the related
Mortgaged Property or the interests of the Purchaser in such Mortgage Loan (in
which case any such Document Defect or Breach would be a "Material Document
Defect" or a "Material Breach," as the case may be), then (subject to Section
5(b)) the Seller shall, within 90 days after its discovery or receipt of such
notice of such Material Document Defect or Material Breach (or, in the case of a
Material Document Defect or Material Breach that affects whether a Mortgage Loan
was, as of the Closing Date, is or will continue to be a "qualified mortgage"
within the meaning of the REMIC Provisions (a "Qualified Mortgage"), not later
than 90 days after any party discovering such Material Document Defect or
Material Breach) (such 90-day period, in either case, the "Initial Resolution
Period"), (i) cure such Material Document Defect or Material Breach, as the case
may be, in all material respects, which cure shall include payment of any
Additional Trust Fund Expenses associated therewith, or (ii) repurchase the
affected Mortgage Loan (or the related Mortgaged Property, or in the case of any
Mortgaged Property related to a Loan Group, to the extent of the Seller's
interest therein) from, and in accordance with the directions of, the Purchaser
or its designee, at a price equal to the Purchase Price; provided that if (A)
any such Material Breach or Material Document Defect, as the case may be, does
not affect whether the Mortgage Loan was, as of the Closing Date, is or will
continue to be a Qualified Mortgage, (B) such Material Breach or Material
Document Defect, as the case may be, is capable of being cured but not within
the applicable Initial Resolution Period, (C) the Seller has commenced and is
diligently proceeding with the cure of such Material Breach or Material Document
Defect, as the case may be, within the applicable Initial Resolution Period, (D)
the Seller shall have delivered to the Purchaser a certification executed on
behalf of the Seller by an officer thereof confirming that such Material Breach
or Material Document Defect, as the case may be, is not capable of being cured
within the applicable Initial Resolution Period, setting forth what actions the
Seller is pursuing in connection with the cure thereof and stating that the
Seller anticipates that such Material Breach or Material Document Defect, as the
case may be, will be cured within an additional period not to exceed 90 days
beyond the end of the applicable Initial Resolution Period, and (E) the affected
Mortgage Loan is not then a Specially Serviced Mortgage Loan, then the Seller
shall have such additional 90-day period (the "Resolution Extension Period") to
complete such cure or, failing such, to repurchase the affected Mortgage Loan
(or the related Mortgaged Property); 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 Purchaser 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 whole loan, servicing released basis. The Seller shall have no obligation
to monitor the Mortgage Loans regarding the existence of a Breach or 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. Provided
that the Master Servicer has notice of such Material Document Defect or Material
Breach, the Master Servicer shall notify the Seller if the related Mortgage Loan
becomes a Specially Serviced Mortgage Loan during any applicable cure periods.
Any of the following document defects shall be conclusively presumed to be a
Material Document Defect: (a) the absence from the Mortgage File of the original
signed Mortgage Note, together with the endorsements referred to in clause
(a)(i) of the definition of "Mortgage File," unless the Mortgage File contains a
signed lost note affidavit and indemnity with respect to the missing Mortgage
Note and any missing endorsement that appears to be regular on its face, (b)
other than with respect to a Non-Serviced Trust Loan, the absence from the
Mortgage File of the original executed Mortgage or a copy of such Mortgage
certified by the local authority with which the Mortgage was recorded, in each
case with evidence of recording thereon, that appears to be regular on its face,
unless there is included in the Mortgage File a copy of the executed Mortgage
and a certificate stating that the original signed Mortgage was sent for
recordation, (c) other than with respect to a Non-Serviced Trust Loan, the
absence from the Mortgage File of the original or a copy of the lender's title
insurance policy, together with all endorsements or riders (or copies thereof)
that were issued with or subsequent to the issuance of such policy, or marked up
insurance binder or title commitment which is marked as a binding commitment and
countersigned by title company, insuring the priority of the Mortgage as a first
lien on the Mortgaged Property, (d) other than with respect to a Non-Serviced
Trust Loan, the absence from the Mortgage File of any intervening assignments
required to create a complete chain of assignment to the Trustee on behalf of
the Trust and a certificate stating that the original intervening assignments
were sent for recordation, unless there is included in the Mortgage File a
certified copy of the intervening assignment or (e) other than with respect to a
Non-Serviced Trust Loan, the absence from the Servicing File of any original
letter of credit.
(b) If (x) any Mortgage Loan is subject to a Material Breach or
Material Document Defect and would otherwise be required to be repurchased as
contemplated by Section 5(a), (y) such Mortgage Loan is a Cross-Collateralized
Mortgage Loan or is secured by a portfolio of Mortgaged Properties, and (z) the
applicable Material Breach of Material Document Defect does not constitute a
Material Breach or Material Document Defect, as the case may be, as to any
related Cross-Collateralized Mortgage Loan or applies to only specific Mortgaged
Properties in such portfolio, the Purchaser or its designee shall use reasonable
efforts, subject to the terms of the related Mortgage Loans, to prepare and, to
the extent necessary and appropriate, have executed by the related Mortgagor and
record, such documentation as may be necessary to (i) in the case of a
Cross-Collateralized Group, terminate the cross-collateralization between the
Mortgage Loans in such Cross-Collateralized Group that are to be repurchased, on
the one hand, and the remaining Mortgage Loans therein, on the other hand, such
that those two groups of Mortgage Loans are each secured only by the Mortgaged
Properties identified in the Mortgage Loan Schedule as directly corresponding
thereto or (ii) in the case of Mortgage Loan secured by a portfolio of Mortgaged
Properties, release the affected Mortgaged Properties from the
cross-collateralization of the Mortgage Loan; provided that, if such
Cross-Collateralized Group is still subject to the Pooling and Servicing
Agreement, then no such termination shall be effected unless and until (i) the
Purchaser or its designee has received from the Seller (A) an Opinion of Counsel
to the effect that such termination or release will not cause an Adverse REMIC
Event to occur with respect to any REMIC Pool or an Adverse Grantor Trust Event
to occur with respect to the Grantor Trust and (B) a written confirmation from
each Rating Agency that such termination or release will not cause an Adverse
Rating Event to occur with respect to any Class of Certificates, (ii) the debt
service coverage ratio for the four preceding calendar quarters for all of the
Mortgage Loans relating to such Cross-Collateralized Group remaining is not less
than 0.05x below the debt service coverage ratio for all Mortgage Loans of such
Cross-Collateralized Group or Mortgaged Properties relating to such Mortgage
Loan secured by a portfolio of Mortgaged Properties (including the affected
Mortgage Loan) or Mortgage Loan (including the affected Mortgaged Property) set
forth in the Prospectus Supplement, (iii) the loan-to-value ratio for all of the
Mortgage Loans of such Cross-Collateralized Group remaining is not greater than
5% more than the loan-to-value ratio for all Mortgage Loans of such
Cross-Collateralized Group or Mortgaged Properties relating to such Mortgage
Loan secured by a portfolio of Mortgaged Properties (including the affected
Mortgage Loan) or Mortgage Loan (including the affected Mortgaged Property) set
forth in the Prospectus Supplement, and (iv) the Directing Holder (if one is
acting) has consented (which consent shall not be unreasonably withheld and
shall be deemed to have been given if no written objection is received by the
Seller within 10 Business Days of the Directing Holder's receipt of a written
request for such consent); and provided, further, that the Seller may, at its
option, purchase the entire Cross-Collateralized Group or Mortgage Loan in lieu
of terminating the cross-collateralization or a release of the affected
Mortgaged Properties from the cross-collateralization of the Mortgage Loan. In
the event that the cross-collateralization of any Cross-Collateralized Group is
terminated or any Mortgaged Property related to a Mortgage Loan secured by a
portfolio of Mortgaged Properties is released pursuant to this paragraph, the
Seller may elect either to repurchase only the affected Cross-Collateralized
Mortgage Loan or Mortgaged Properties as to which the Material Breach or
Material Document Defect exists or to repurchase the aggregate
Cross-Collateralized Mortgage Loans or Mortgaged Properties. All costs and
expenses incurred by the Purchaser or its designee pursuant to this paragraph
shall be included in the calculation of Purchase Price for the Mortgage Loan(s)
to be repurchased. If the cross-collateralization of any Cross-Collateralized
Group is not or cannot be terminated as contemplated by this paragraph, then,
for purposes of (i) determining whether any Breach or Document Defect, as the
case may be, is a Material Breach or Material Document Defect, and (ii) the
application of remedies, such Cross-Collateralized Group shall be treated as a
single Mortgage Loan.
It shall be a condition to any repurchase of a Mortgage Loan by the
Seller pursuant to Section 5(a) that (i) the Purchaser shall have executed and
delivered such instruments of endorsement, transfer or assignment then presented
to it by the Seller, in each case without recourse, as shall be necessary to
vest in the Seller the legal and beneficial ownership of such Mortgage Loan
(including any property acquired in respect thereof or proceeds of any insurance
policy with respect thereto), to the extent that such ownership interest was
transferred to the Purchaser hereunder; (ii) the Purchaser shall deliver to the
Seller all portions of the Mortgage File and other documents pertaining to such
Mortgage Loan; and (iii) the Purchaser shall release to the Seller any escrow
payments or reserve funds held by it, or on its behalf, in respect of such
Mortgage Loan. If any Mortgage Loan is to be repurchased as contemplated by
Section 5(a), the Seller shall amend the Mortgage Loan Schedule to reflect the
removal of such Mortgage Loan and shall forward such amended schedule to the
Purchaser.
(c) The Seller hereby acknowledges and agrees that any modification
of the Mortgage Loan pursuant to a workout, foreclosure, sale or other
liquidation pursuant to, and in accordance with, the Pooling and Servicing
Agreement shall not constitute a defense to any repurchase claim disputed by the
Seller nor shall such modification change the Purchase Price due from the Seller
for any repurchase claim. In the event of any such modification, the Seller
hereby agrees to repurchase the Mortgage Loan as modified, if the Seller is
required to or elects to repurchase such Mortgage Loan in accordance with the
terms of this Section 5. Any sale of the related Mortgage Loan, or foreclosure
upon such Mortgage Loan and sale of the successor REO Property, shall be without
(i) recourse of any kind (either expressed or implied) by such Person against
the Seller and (ii) representation or warranty of any kind (either expressed or
implied) by the Seller to or for the benefit of such Person.
(d) The fact that a Material Document Defect or Material Breach is
not discovered until after foreclosure (but in all instances prior to the sale
of the successor REO Property or Mortgage Loan) shall not prejudice any claim
against the Seller for repurchase of the REO Mortgage Loan or successor REO
Property, which claim shall be made in accordance with this Section 5. If a
court of competent jurisdiction issues a final order that the Seller is or was
obligated to repurchase the related Mortgage Loan or the successor REO Loan or
the Seller otherwise accepts liability, then, after the expiration of any
applicable appeal period, but in no event later than the termination of the
Trust pursuant to Section 9.01 of the Pooling and Servicing Agreement, the
Seller will be obligated to pay to the Trust the difference between (i) any
Liquidation Proceeds received upon such liquidation net of Liquidation Expenses
and (ii) the Purchase Price; provided that the prevailing party in such action
shall be entitled to recover from the other party all costs, fees and expenses
(including reasonable attorneys fees) related thereto.
(e) [Reserved].
(f) It is understood and agreed that the obligations of the Seller
set forth in Section 5(a) to cure any Material Breach or Material Document
Defect or to repurchase such Mortgage Loan constitute the sole remedies
available to the Purchaser with respect to any Breach or Document Defect.
(g) Notwithstanding the foregoing, if there exists a Breach of that
portion of the representation or warranty on the part of the Seller set forth
in, or made pursuant to, paragraph 23 or paragraph 43 of Exhibit B to this
Agreement, specifically relating to whether or not the Mortgage Loan documents
or any particular Mortgage Loan document for any Mortgage Loan requires the
related Mortgagor to bear the Rating Agency fees reflected in paragraph 23 or
reasonable costs and expenses associated with a defeasance, as set forth in
paragraph 43 (any such fees, costs or expenses, referred to herein as "Covered
Costs"), then the Purchaser or its designee will direct the Seller in writing to
wire transfer to the Custodial Account, within 90 days of receipt of such
direction, the amount of any such reasonable costs and expenses incurred by the
Trust that (i) otherwise would have been required to be paid by the Mortgagor if
such representation or warranty with respect to such costs and expenses had in
fact been true, as set forth in the related representation or warranty, (ii)
have not been paid by the Mortgagor, (iii) are the basis of such Breach and (iv)
constitute "Covered Costs." Upon payment of such costs, the Seller shall be
deemed to have cured such Breach in all respects. Provided that such payment is
made, this paragraph describes the sole remedy available to the Purchaser
regarding any such Breach, regardless of whether it constitutes a Material
Breach, and the Seller shall not be obligated to otherwise cure such Breach or
repurchase the affected Mortgage Loan under any circumstances.
(h) If during the period of time that the Underwriters are required,
under applicable law, to deliver a prospectus related to the Public Certificates
in connection with sales of the Public 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 Mortgage Loan Seller Information previously provided to be
incorrect or untrue, and which directly results in a material misstatement or
omission in the Prospectus Supplement, including Annex A, Annex B or Annex C
thereto and the CD ROM and the Diskette included therewith (collectively, the
"Public Offering Documents"), and as a result the Underwriters' legal counsel
has determined that it is necessary to amend or supplement the Public Offering
Documents in order to make the statements therein, in the light of the
circumstances when the Prospectus is delivered to a purchaser, not misleading,
or to make the Public Offering Documents in compliance with applicable law, the
Seller shall (to the extent that such amendment or supplement solely relates to
the Mortgage Loan 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 capitalized terms used in this paragraph (h) and not
otherwise defined in this Agreement shall have the meanings set forth in the
Indemnification Agreement.
(i) 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 Trustee with any
Additional Form 10-D Disclosure and any Additional Form 10-K Disclosure set
forth next the Purchaser's name on Exhibit P and Exhibit Q of the Pooling and
Servicing Agreement within the time periods set forth in the Pooling and
Servicing Agreement.
SECTION 6. Closing. The closing of the sale of the Mortgage Loans
(the "Closing") shall be held at the offices of Cadwalader, Xxxxxxxxxx & Xxxx
LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New
York City time, on the Closing Date.
The Closing shall be subject to each of the following conditions:
(a) All of the representations and warranties of the Seller set
forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement, and all
of the representations and warranties of the Purchaser set forth in Section 4 of
this Agreement, shall be true and correct in all material respects as of the
Closing Date;
(b) Insofar as it affects the obligations of the Seller hereunder,
the Pooling and Servicing Agreement shall be in a form mutually acceptable to
the Purchaser and the Seller;
(c) All documents specified in Section 7 of this Agreement (the
"Closing Documents"), in such forms as are reasonably acceptable to the
Purchaser, shall be duly executed and delivered by all signatories as required
pursuant to the respective terms thereof;
(d) The Seller shall have delivered and released to the Trustee (or
a Custodian on its behalf), the Master Servicer and the Special Servicer all
documents and funds required to be delivered to the Trustee, the Master Servicer
and the Special Servicer, respectively, pursuant to Section 2 of this Agreement;
(e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with in all
material respects, and the Seller shall have the ability to comply with all
terms and conditions and perform all duties and obligations required to be
complied with or performed after the Closing Date;
(f) The Seller shall have paid all fees and expenses payable by it
to the Purchaser or otherwise pursuant to this Agreement; and
(g) Neither the Underwriting Agreement nor the Certificate Purchase
Agreement shall have been terminated in accordance with its terms.
Both parties agree to use their best efforts to perform their
respective obligations hereunder in a manner that will enable the Purchaser to
purchase the Mortgage Loans on the Closing Date.
SECTION 7. Closing Documents. The Closing Documents shall consist of
the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties
thereto;
(c) The Indemnification Agreement duly executed by the parties
thereto;
(d) A Certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the Purchaser,
the Underwriters and the Initial Purchasers may rely, to the effect that the
Seller has, in all material respects, complied with all the agreements and
satisfied all the conditions on its part that are required under this Agreement
to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of the Seller, dated
the Closing Date, and upon which the Purchaser, the Underwriters and the Initial
Purchasers may rely, to the effect that each individual who, as an officer or
representative of the Seller, signed this Agreement, the Indemnification
Agreement or any other document or certificate delivered on or before the
Closing Date in connection with the transactions contemplated herein or in the
Indemnification Agreement, was at the respective times of such signing and
delivery, and is as of the Closing Date, duly elected or appointed, qualified
and acting as such officer or representative, and the signatures of such persons
appearing on such documents or certificates are their genuine signatures, or
such other statement relating to incumbency that is acceptable to the Purchaser,
the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct
copies of (i) the organizational documents of the Seller, and (ii) a certificate
of good standing of the Seller issued by the Secretary of State of the State of
New York as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to
customary exceptions and carveouts, dated the Closing Date and addressed to the
Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and,
upon request, the other parties to the Pooling and Servicing Agreement, together
with such other opinions of such counsel as may be required by the Rating
Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house counsel to the Seller, subject
to customary exceptions and carveouts, dated the Closing Date and addressed to
the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies
and, upon request, the other parties to the Pooling and Servicing Agreement;
(i) A letter of counsel of the Seller, subject to customary
exceptions and carveouts, dated the Closing Date and addressed to the
Underwriters, 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; and
(j) Such further certificates, opinions and documents as the
Purchaser may reasonably request.
SECTION 8. Costs. The reasonable out-of-pocket costs and expenses
incurred by the Seller, each other mortgage loan seller, the Purchaser, the
Underwriters and the Initial Purchasers in connection with the securitization of
the Mortgage Loans and the other transactions contemplated by this Agreement,
the Underwriting Agreement and the Certificate Purchase Agreement shall be
payable as set forth in a separate writing among such parties on the Closing
Date.
SECTION 9. Grant of a Security Interest. The parties hereto agree
that it is their express intent that the conveyance of the Mortgage Loans by the
Seller to the Purchaser as provided in Section 2 hereof be, and be construed as,
a sale of the Mortgage Loans by the Seller to the Purchaser and not as a pledge
of the Mortgage Loans by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, if, notwithstanding the aforementioned intent
of the parties, the Mortgage Loans are held to be property of the Seller, then
it is the express intent of the parties that: (i) such conveyance shall be
deemed to be a pledge of the Mortgage Loans by the Seller to the Purchaser to
secure a debt or other obligation of the Seller; (ii) this Agreement shall be
deemed to be a security agreement within the meaning of Articles 8 and 9 of the
applicable Uniform Commercial Code; (iii) the conveyance provided for in Section
2 hereof shall be deemed to be a grant by the Seller to the Purchaser of a
security interest in all of the Seller's right, title and interest in and to the
Mortgage Loans, and all amounts payable to the holder of the Mortgage Loans in
accordance with the terms thereof, and all proceeds of the conversion, voluntary
or involuntary, of the foregoing into cash, instruments, securities or other
property; (iv) the assignment to the Trustee of the interest of the Purchaser in
and to the Mortgage Loans shall be deemed to be an assignment of any security
interest created hereunder; (v) the possession by the Trustee or any of its
agents, including, without limitation, the Custodian, of the Mortgage Notes for
the Mortgage Loans, and such other items of property as constitute instruments,
money, negotiable documents or chattel paper shall be deemed to be "possession
by the secured party" for purposes of perfecting the security interest pursuant
to Section 9-313 of the applicable Uniform Commercial Code; and (vi)
notifications to persons (other than the Trustee) holding such property, and
acknowledgments, receipts or confirmations from such persons holding such
property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as applicable)
of the secured party for the purpose of perfecting such security interest under
applicable law. The Seller and the Purchaser shall, to the extent consistent
with this Agreement, take such actions as may be necessary to ensure that, if
this Agreement were deemed to create a security interest in the Mortgage Loans,
such security interest would be deemed to be a perfected security interest of
first priority under applicable law and will be maintained as such throughout
the term of this Agreement and the Pooling and Servicing Agreement.
SECTION 10. Notices. All notices, copies, requests, consents,
demands and other communications required hereunder shall be in writing and
telecopied or delivered to the intended recipient at the "Address for Notices"
specified beneath its name on the signature pages hereof or, as to either party,
at such other address as shall be designated by such party in a notice hereunder
to the other party. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when transmitted by
telecopier or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid.
SECTION 11. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser (and by the Purchaser to the Trustee) until the
termination of the Pooling and Servicing Agreement pursuant to the terms
thereof.
SECTION 12. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any particular jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.
SECTION 13. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but which together
shall constitute one and the same agreement.
SECTION 14. GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT
WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, APPLICABLE TO AGREEMENTS NEGOTIATED, MADE AND TO BE PERFORMED ENTIRELY
IN SAID STATE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE SELLER
AND THE PURCHASER EACH HEREBY IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY
NEW YORK STATE AND FEDERAL COURTS SITTING IN NEW YORK CITY WITH RESPECT TO
MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT; (II) AGREES THAT ALL
CLAIMS WITH RESPECT TO SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN
SUCH NEW YORK STATE OR FEDERAL COURTS; (III) WAIVES, TO THE FULLEST POSSIBLE
EXTENT, THE DEFENSE OF AN INCONVENIENT FORUM; AND (IV) AGREES THAT A FINAL
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW.
SECTION 15. Further Assurances. The Seller and the Purchaser agree
to execute and deliver such instruments and take such further actions as the
other party may, from time to time, reasonably request in order to effectuate
the purposes and to carry out the terms of this Agreement.
SECTION 16. Successors and Assigns. The rights and obligations of
the Seller under this Agreement shall not be assigned by the Seller without the
prior written consent of the Purchaser, except that any person into which the
Seller may be merged or consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Seller is a party, or any
person succeeding to all or substantially all of the business of the Seller,
shall be the successor to the Seller hereunder. The Purchaser has the right to
assign its interest under this Agreement, in whole or in part, as may be
required to effect the purposes of the Pooling and Servicing Agreement, and the
assignee shall, to the extent of such assignment, succeed to the rights and
obligations hereunder of the Purchaser. Subject to the foregoing, this Agreement
shall bind and inure to the benefit of and be enforceable by the Seller, the
Purchaser, and their respective successors and permitted assigns.
SECTION 17. Amendments. No term or provision of this Agreement may
be waived or modified unless such waiver or modification is in writing and
signed by a duly authorized officer of the party against whom such waiver or
modification is sought to be enforced. The Seller's obligations hereunder shall
in no way be expanded, changed or otherwise affected by any amendment of or
modification to the Pooling and Servicing Agreement, unless the Seller has
consented to such amendment or modification in writing.
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
SELLER
XXXXXXX XXXXX MORTGAGE COMPANY
By: XXXXXXX SACHS REAL ESTATE FUNDING
CORP., its General Partner
By: /s/ Xxx Xxxxx
-----------------------------------
Name: Xxx Xxxxx
Title: Vice President
Address for Notices:
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxx
Facsimile No.: (000) 000-0000
and
Attention: Xxxxx Xxxxxxxxxx, Esq.
Facsimile No.: (000) 000-0000
PURCHASER
GREENWICH CAPITAL COMMERCIAL FUNDING
CORP.
By: /s/ Xxxxxx Xxxx
-----------------------------------
Name: Xxxxxx Xxxx
Title: Vice President
Address for Notices:
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX
Attention: Xxxxxx Xxxx
Facsimile No.: (000) 000-0000
and
Attention: Xxxx Xxxxxxxxx, Esq.
Facsimile No.: (000) 000-0000
EXHIBIT A
Mortgage Loan Schedule
MLS - GS
GCCFC 06-GG7 Loan ID GCFP Control_Number GCFP Loan ID
-------------------- ------------------- -------------
1 00-1001181 00-1001181
1.01 00-0000000-0 00-0000000-0
1.02 00-0000000-0 00-0000000-0
1.03 00-0000000-0 00-0000000-0
1.04 00-0000000-0 00-0000000-0
1.05 00-0000000-0 00-0000000-0
1.06 00-0000000-0 00-0000000-0
1.07 00-0000000-0 00-0000000-0
1.08 00-0000000-0 00-0000000-0
1.09 00-0000000-0 00-0000000-0
1.10 00-0000000-00 00-0000000-00
1.11 00-0000000-00 00-0000000-00
1.12 00-0000000-00 00-0000000-00
1.13 00-0000000-00 00-0000000-00
1.14 00-0000000-00 00-0000000-00
1.15 00-0000000-00 00-0000000-00
1.16 00-0000000-00 00-0000000-00
1.17 00-0000000-00 00-0000000-00
1.18 00-0000000-00 00-0000000-00
1.19 00-0000000-00 00-0000000-00
1.20 00-0000000-00 00-0000000-00
1.21 00-0000000-00 00-0000000-00
1.22 00-0000000-00 00-0000000-00
1.23 00-0000000-00 00-0000000-00
1.24 00-0000000-00 00-0000000-00
1.25 00-0000000-00 00-0000000-00
1.26 00-0000000-00 00-0000000-00
1.27 00-0000000-00 00-0000000-00
1.28 00-0000000-00 00-0000000-00
1.29 00-0000000-00 00-0000000-00
2 00-1001175 00-1001175
4 00-1001189 00-1001189
6 00-1001190 00-1001190
8 00-1001191 00-1001191
9 09-0002350 09-0002350
10 00-1001187 00-1001187
10.01 00-0000000-0 00-0000000-0
10.02 00-0000000-0 00-0000000-0
10.03 00-0000000-0 00-0000000-0
10.04 00-0000000-0 00-0000000-0
10.05 00-0000000-0 00-0000000-0
10.06 00-0000000-0 00-0000000-0
10.07 00-0000000-0 00-0000000-0
10.08 00-0000000-0 00-0000000-0
10.09 00-0000000-0 00-0000000-0
10.10 00-0000000-00 00-0000000-00
10.11 00-0000000-00 00-0000000-00
10.12 00-0000000-00 00-0000000-00
10.13 00-0000000-00 00-0000000-00
14 00-1001152 00-1001152
14.01 XX-0-0 XX-0-0
14.02 XX-0-0 XX-0-0
14.03 XX-0-0 XX-0-0
14.04 XX-0-0 XX-0-0
14.05 XX-0-0 XX-0-0
14.06 XX-0-0 XX-0-0
14.07 XX-0-0 XX-0-0
14.08 XX-0-0 XX-0-0
18 09-0002345 09-0002345
22 09-0002346 09-0002346
27 09-0002341 09-0002341
28 09-0002363 09-0002363
40 09-0002332 09-0002332
40.01 00-0000000-0 00-0000000-0
40.02 00-0000000-0 00-0000000-0
40.03 00-0000000-0 00-0000000-0
41 09-0002310 09-0002310
42 09-0002311 09-0002311
47 09-0002360 09-0002360
56 09-0002356 09-0002356
58 09-0002358 09-0002358
61 09-0002364 09-0002364
63 09-0002353 09-0002353
64 09-0002335 09-0002335
65 09-0002355 09-0002355
66 09-0002339 09-0002339
68 09-0002357 09-0002357
73 09-0002292 09-0002292
79 09-0002349 09-0002349
79.01 00-0000000-0 00-0000000-0
79.02 00-0000000-0 00-0000000-0
80 09-0002305 09-0002305
83 09-0002208 09-0002208
85 09-0002309 09-0002309
86 09-0002313 09-0002313
87 09-0002359 09-0002359
91 09-0002280 09-0002280
94 09-0002347 09-0002347
97 09-0002369 09-0002369
100 09-0002275 09-0002275
101 09-0002315 09-0002315
103 09-0002361 09-0002361
104 09-0002342 09-0002342
105 09-0002295 09-0002295
106 09-0002333 09-0002333
110 09-0002306 09-0002306
113 09-0002351 09-0002351
115 09-0002336 09-0002336
116 09-0002329 09-0002329
117 09-0002303 09-0002303
120 09-0002219 09-0002219
121 09-0002205 09-0002205
122 09-0002317 09-0002317
123 09-0002247 09-0002247
124 09-0002328 09-0002328
125 09-0002294 09-0002294
128 09-0002191 09-0002191
129 09-0002296 09-0002296
130 09-0002343 09-0002343
1-P 00-1001181 00-1001181
2-P 00-1001175 00-1001175
14-P 00-1001152 00-1001152
GCCFC 06-GG7 Loan ID Loan Name Property Name
-------------------- ----------------------------------------- -----------------------------------------
1 Investcorp Retail Portfolio Investcorp Retail Portfolio
1.01 Westgate Marketplace Westgate Marketplace
1.02 Market At First Colony Market At First Colony
1.03 Village At Xxxxxx Village At Xxxxxx
1.04 Xxxxxxxxxxx Crossing Xxxxxxxxxxx Crossing
1.05 Xxxxx Park Xxxxx Park
1.06 Bandera Festival Bandera Festival
1.07 Xxxxxx'x Mill Xxxxxx'x Mill
1.08 Creekside Plaza Shopping Center Creekside Plaza Shopping Center
1.09 Southlake Village Southlake Village
1.10 Xxxxxxxx Square Xxxxxxxx Square
1.11 Highland Square Highland Square
1.12 Forestwood Forestwood
1.13 Steeplechase Steeplechase
1.14 Spring Shadows Spring Shadows
1.15 Mission Bend Mission Bend
1.16 Sterling Plaza Sterling Plaza
1.17 Parkwood Parkwood
1.18 Village By Xxx Xxxx Xxxxxxx Xx Xxx Xxxx
0.00 Xxxxxx Cypress Xxxxxx Cypress
1.20 Benchmark Crossing Benchmark Crossing
1.21 DeSoto Shopping Center DeSoto Shopping Center
1.22 Beechcrest Beechcrest
1.23 Richwood Richwood
0.00 Xxxxxx Xxxxx Xxxxxx Xxxxx
1.25 Melbourne Plaza Melbourne Plaza
1.26 Xxxxxxx'x Xxxxxxx'x
1.27 Green Oaks Green Oaks
1.28 Kroger's Bissonnet Kroger's Bissonnet
1.29 Wurzbach Wurzbach
2 Xxx Xxx Xxxx Xxxxx Xxx Xxx Xxxx Plaza
4 00 Xxxxxxxxx Xxxxx 55 Corporate Drive
6 Portals I Portals I
8 Montehiedra Town Center Montehiedra Town Center
9 The Strip The Strip
10 Xxxxxxx Medical Office Portfolio Xxxxxxx Medical Office Portfolio
10.01 Sacred Heart MOB Sacred Heart MOB
10.02 Shelby Physicians Center Shelby Physicians Center
10.03 Cullman MOB I Cullman MOB I
10.04 Physicians Medical Plaza Physicians Medical Plaza
10.05 Cullman MOB II Cullman MOB II
10.06 Xxxxxx Medical Plaza Xxxxxx Medical Plaza
10.07 Emerald Coast Physicians Plaza Emerald Coast Physicians Plaza
10.08 Coosa Valley Medical Plaza Coosa Valley Medical Plaza
10.09 Kingsport Medical Office Plaza Kingsport Medical Office Plaza
10.10 Carolina Medical Plaza Carolina Medical Plaza
10.11 The Women's Pavilion The Women's Pavilion
10.12 Coastal Carolina Medical Plaza Coastal Carolina Medical Plaza
10.13 Family Medicine South Family Medicine South
14 JQH Hotel Portfolio B2 JQH Hotel Portfolio B2
14.01 Dallas Embassy Suites Dallas Embassy Suites
14.02 Sacramento Holiday Inn Sacramento Holiday Inn
14.03 Charlotte Renaissance Charlotte Renaissance
14.04 Xxxxxxxxxx Embassy Suites Xxxxxxxxxx Embassy Suites
14.05 Columbia Embassy Suites Columbia Embassy Suites
14.06 Jefferson City Capitol Plaza Jefferson City Capitol Plaza
14.07 Coral Springs Marriott Coral Springs Marriott
14.08 Cedar Rapids Marriott Cedar Rapids Marriott
18 The Hotel on Rivington The Hotel on Rivington
22 Buckhead Crossing Buckhead Crossing
00 Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx
28 Santan Gateway Santan Gateway
40 Louisville Medical Office Portfolio Louisville Medical Office Portfolio
40.01 Xxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxx Xxxx Xxxxxx Medical Office Plaza
40.02 Audubon Medical Plaza West Audubon Medical Plaza West
40.03 Audubon Medical Plaza East Audubon Medical Plaza East
41 Aliso Viejo 20 Aliso Viejo 20
42 Paradise 24 Paradise 24
00 Xxx Xxxx Xxxxxxxx Xxxxxx Xxx Xxxx Shopping Center
56 American River Office American River Office
58 Xxxxxxxx Fiesta Xxxxxxxx Fiesta
61 Chandler Santan South Chandler Santan South
63 Xxxxxxx del Rancho Xxxxxxx del Rancho
64 Brookhollow Two Brookhollow Two
65 Camelback Village Center Camelback Village Center
66 Alpine Valley Center Alpine Valley Center
00 Xxxxxxx Xxxxx Xxxxxxx Xxxxx
00 Shops at World Golf Village Shops at World Golf Village
79 Alexian Brothers Medical Office Portfolio Alexian Brothers Medical Office Portfolio
79.01 Alexian Brothers II MOB Alexian Brothers II MOB
79.02 Alexian Brothers I MOB Alexian Brothers I MOB
80 Energy Park Corporate Center Energy Park Corporate Center
00 Xxxxx Xxxxx Xxxxx Xxxxx Xxxxx Xxxxx
85 Arcadia Villa Apartments Arcadia Villa Apartments
86 Promenade Building Promenade Building
00 Xxxxxxxxx Xxxxx Xxxxxxxxx Xxxxx
91 Balmoral Centre Balmoral Centre
94 Hilltop Village Hilltop Village
00 Xxxxx 000 Xxxxxxxx Xxxx Xxxxx 101 Business Park
100 Hopewell Shopping Center Hopewell Shopping Center
000 Xxxxxxx Xxxxxxxxxx Xxxxxxx Apartments
103 Heritage Place Heritage Place
104 Somerset Apartments Somerset Apartments
000 Xxxxx Xxxxxx Xxxxx Xxxxxx
000 Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx
110 Grove Towers Grove Towers
000 Xxxxxxx Xxxxxxxxxx Xxxxxxx Apartments
000 Xxx Xxxxxx Xxx Xxxxxx
000 Xxxx Xxxxxxx Xxxxxxxx Xxxx Country Crossing
117 Xxxxxx Crossing Xxxxxx Crossing
120 Supercenter Exchange Supercenter Exchange
000 Xxxxx Xxxx Xxxxxxxxx Xxxxx Xxxx Xxxxxxxxx
122 Mercedes Plaza Mercedes Plaza
123 0000 Xxxxxxxxx Xxxxxxx 0000 Xxxxxxxxx Xxxxxxx
000 Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxxx Xxxxxxxx Xxxxxx
000 Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx Xxxxxx Building
128 Milestone South Retail Center Milestone South Retail Center
000 Xxxxxxx Xxxxx Xxxxxxxxxxx Xxxxxxx Xxxxx Marketplace
000 Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxxx Xxxxxx
1-P Investcorp Retail Portfolio Investcorp Retail Portfolio
2-P Xxx Xxx Xxxx Xxxxx Xxx Xxx Xxxx Plaza
00-X XXX Xxxxx Xxxxxxxxx X0 XXX Hotel Portfolio B2
GCCFC 06-GG7 Loan ID General Property Type Detailed Property Type
-------------------- --------------------- --------------------------------
1
1.01 Retail Anchored
1.02 Retail Anchored
1.03 Retail Anchored
1.04 Retail Anchored
1.05 Retail Anchored
1.06 Retail Anchored
1.07 Retail Anchored
1.08 Retail Anchored
1.09 Retail Anchored
1.10 Retail Anchored
1.11 Retail Unanchored
1.12 Retail Anchored
1.13 Retail Anchored
1.14 Retail Anchored
1.15 Retail Anchored
1.16 Retail Anchored
1.17 Retail Anchored
1.18 Retail Anchored
1.19 Retail Anchored
1.20 Retail Anchored
1.21 Retail Anchored
1.22 Retail Anchored
1.23 Retail Anchored
1.24 Retail Unanchored
1.25 Retail Unanchored
1.26 Retail Anchored
1.27 Retail Shadow Anchored
1.28 Retail Shadow Anchored
1.29 Retail Anchored
2 Office General Urban
4 Office General Urban
6 Office General Urban
8 Retail Regional Mall
9 Retail Anchored
10
10.01 Office Medical
10.02 Office Medical
10.03 Office Medical
10.04 Office Medical
10.05 Office Medical
10.06 Office Medical
10.07 Office Medical
10.08 Office Medical
10.09 Office Medical
10.10 Office Medical
10.11 Office Medical
10.12 Office Medical
10.13 Office Medical
14
14.01 Hospitality Full Service
14.02 Hospitality Full Service
14.03 Hospitality Full Service
14.04 Hospitality Full Service
14.05 Hospitality Full Service
14.06 Hospitality Full Service
14.07 Hospitality Full Service
14.08 Hospitality Full Service
18 Hospitality Full Service
22 Retail Anchored
27 Retail Anchored
28 Retail Power Center / Big Box
40
40.01 Office Medical
40.02 Office Medical
40.03 Office Medical
41 Retail Anchored
42 Retail Anchored
47 Retail Anchored
56 Office General Suburban
58 Retail Anchored
61 Retail Anchored
63 Retail Anchored
64 Office General Suburban
65 Retail Anchored
66 Retail Shadow Anchored
68 Retail Anchored
73 Retail Anchored
79
79.01 Office Medical
79.02 Office Medical
80 Office General Urban
83 Industrial Industrial / Warehouse w/ Office
85 Multifamily Garden
86 Office General Urban
87 Retail Anchored
91 Office General Suburban
94 Retail Anchored
97 Office General Suburban
100 Retail Anchored
101 Multifamily Garden
103 Office General Suburban
104 Multifamily Garden
105 Retail Shadow Anchored
106 Retail Shadow Anchored
110 Office General Urban
113 Multifamily Garden
115 Office General Urban
116 Office General Suburban
117 Retail Shadow Anchored
120 Retail Shadow Anchored
121 Retail Anchored
122 Retail Shadow Anchored
123 Office General Suburban
124 Retail Unanchored
125 Office Medical
128 Retail Shadow Anchored
129 Retail Anchored
130 Office General Suburban
1-P
2-P
14-P
GCCFC 06-GG7 Loan ID Address
-------------------- ------------------------------------------------------------------------------
1
1.01 0000-0000 Xxx Xxxx
1.02 2309-2331 Xxxxxxxx Xxxxx Xxxxxxxxx & 0000-0000 Xxxxxxx 0 Xxxxx
1.03 1130 and 0000 Xxxx Xxxx 0000 Xxxxx
1.04 00000 XX 000
1.05 000-000 Xxxxx Xxxxx Xxxx
1.06 8315, 8407, 0000 Xxxxxxx Xxxx & 7711, 0000 Xxxxxxxx Xxxx
1.07 000 Xxxxxxx Xxxx
1.08 0000-0000 Xxxxxxxxx Xxxxx Xxxx Xxxxxxxxx
1.09 0000-0000 Xxxx Xxxxxxxxx Xxxxxxxxx
1.10 000-000 Xxxxx Xxxx Xxxxxx
1.11 3111-3229 Highway 6 South
1.12 15802-15882 Champion Forest Drive
1.13 0000 Xxxxx Xxxx
1.14 10243-10251 Xxxxxxxx Xxxxx & 0000-0000 Xxxxxxx Xxxx
1.15 0000-0000 Xxxxxxx 0 South
1.16 0000 Xxxxx Xxxxxxxx Xxxx
1.17 0000 Xxxxxx Xxxx
1.18 0000 Xxxxx Xxxxxx Xxxxxx
1.19 00000 XX 000 Xxxx
1.20 0000 Xxxxxxxxx Xxxxxx
1.21 000-000 Xxxx Xxxxxxxx Xxx Xxxx
1.22 00000 Xxxxxxxx Xxxxxx
1.23 0000 Xxxxxxxxxx Xxxx
1.24 0000 Xxxxxxx 0
1.25 000-000 Xxxxxxxxx Xxxx
1.26 00000 Xxxxxxx Xxxx
1.27 0000 Xxxx Xxxxx Xxxx Xxxxxxxxx
1.28 00000 Xxxxxxxxx Xxxxxx
1.29 10103, 10131 & 00000 Xxxxxxxx Xxxx
2 One Water Xxxxxx
0 00 Xxxxxxxxx Xxxxx
6 0000-0000 Xxxxxxxx Xxxxxx Xxxxxxxxx
8 9410 Avenue Los Romeros
9 0000 Xxxxx Xxxxxx Xxxxxxxxx
10
10.01 0000 Xxxxx 0xx Xxxxxx
10.02 0000 Xxxxx Xxxxxx Xxxxx
10.03 0000 Xxxxxxx Xxxxxxx 157
10.04 000 Xxxxxxxx Xxxxxx Xxxx
10.05 0000 Xxxxxxx Xxxxxxx 157
10.06 00 Xxxxxxxx Xxxx
10.07 0000 XX Xxxxxxx 00
10.08 000 Xxxxxxx Xxxxxx
10.09 000 Xxxx Xxxxx Xxxxx
10.10 0000 Xxxxxx Xxxx
10.11 000 Xxxxx Xxxxxx
10.12 0000 Xxxxxxx Xxxxxx Xxxxx
10.13 0000 Xxxxxx Xxxxxxx
14
14.01 2401 Bass Pro Drive
14.02 000 X Xxxxxx
14.03 0000 Xxxxxxxx Xxxxxx Xxxxx
14.04 000 Xxxxxxxxxx Xxxxxx
14.05 000 Xxxxxxxxxxx Xxxxx
14.06 000 Xxxx XxXxxxx Xxxxxx
14.07 11775 Heron Xxx Xxxxxxxxx
00.00 0000 Xxxxxxx Xxxx
18 000 Xxxxxxxxx Xxxxxx
22 0000 Xxxxxxxx Xxxx
27 00-00 Xxxxxx Xxxxxx, 000-000 Xxxx Xxxxxxx Xxxxx and 000-000 Xxxx Xxxxxxx Xxxxx
00 0000-0000 Xxxxx Xxxxxxx Avenue
40
40.01 000 Xxxx Xxxx Xxxxxx
40.02 0000 Xxxxxx Xxxxx Xxxx
40.03 0 Xxxxxxx Xxxxx Xxxxx
41 26701 Xxxxx Xxxxx Xxxx
00 00000 Xxxxxxxx Xxxxxx
47 604 - 000 Xxxxxxx Xxxxxx Xxxx
56 3638, 3638 and 0000 Xxxxxxxx Xxxxx Xxxxx
58 0000-0000 Xxxx Xxxxxxxx Xxxxxxxxx
61 0000 Xxxxx Xxxxxxx Xxxxxx
63 0000 Xxxx Xxxx Xxxxxxxxx
64 0000 Xxxx Xxxxx Xxxxxxxxx
65 0000-0000 Xxxx Xxxxxxxxx Xxxx & 0000-0000 00xx Xxxxxx
66 604, 632, 656 & 000 Xxxx Xxxx Xxxxxx
68 0000-0000 Xxxxx Xxxxxxxxxx Xxxx & 0000 Xxxxxxx Xxxxx Xxxx
73 000-000 Xxxxx Xxxxxx Xxxxx
79
79.01 000 Xxxxx Xxxxxxx Xxxxxx
79.02 000 Xxxxx Xxxxxxx Xxxxxx
80 0000 Xxxxxx Xxxx
83 0000 Xxxx Xxxx Xxxx Xxxx
85 0000 Xxxx Xxxxxxxxx Xxxx
86 0000 Xxxxxxxxxx Xxxxxx
87 1006, 1022, 1030 & 0000 Xxxx Xxxxxx J
91 00000 Xxxxxxxx Xxxxxx
94 13632, 13700 & 00000 Xxxxxxxx Xxxxxxxxx & 0000 Xxxx 000xx Xxxxxx
00 00000 Xxxxxxxxx Boulevard
100 2282-2300 Brodhead Road
101 0000 Xxxxxx Xxxx Xxxxx
103 0000 Xxxxx Xxxxxx
104 0000 Xxxxx Xxxxxxxx Xxxxxxxxx
105 5157 Xxxxx Xxx Xxxxx Xxxxxxx
000 0000-0000 Xxxxxxxx Xxxxxxx
110 1001, 1100 & 0000 Xxxxxx Xxxxx
000 0000 Xxxxxx Xxxxxx
115 000 Xxxxxxxxx Xxxxxx
116 12274 Xxxxxxx Xxxx
000 000 Xxxxxxxxxx Xxxx
120 2308-2352 Xxxxxxxxxxx Xxxx
000 00000 Xxxxx Xxx Road
122 0000 Xxxxxxxx Xxxx
123 0000 Xxxxxxxxx Xxxxxxx
124 000 Xxxxxxx Xxxxx
125 6867 Southpointe Drive North
128 4535 & 0000 Xxxxxxxxx Xxxx
000 0000 Xxxx Xxxx 340
130 805 Beachway Drive
1-P
2-P
14-P
GCCFC 06-GG7 Loan ID City County State Zip Code Original Balance
-------------------- ---------------- -------------------- -------------------- -------- ----------------
1 $248,400,000.00
1.01 Houston Xxxxxx Xxxxx 00000
1.02 Sugar Land Xxxx Xxxx Xxxxx 00000
1.03 Xxx Xxxxxxx Xxxxx Xxxxx 00000
1.04 Houston Xxxxxx Xxxxx 00000
1.05 Xxxx Xxxxxx Xxxxx 00000
1.06 San Antonio Xxxxx Xxxxx 00000
1.07 Spring Xxxxxxxxxx Xxxxx 00000
1.08 Arlington Xxxxxxx Xxxxx 00000
1.09 Southlake Xxxxxxx Xxxxx 00000
1.10 DeSoto Xxxxxx Xxxxx 00000
1.11 Sugar Land Xxxx Xxxx Xxxxx 00000
1.12 Spring Xxxxxx Xxxxx 00000
1.13 Houston Xxxxxx Xxxxx 00000
1.14 Houston Xxxxxx Xxxxx 00000
1.15 Houston Xxxxxx Xxxxx 00000
1.16 Irving Xxxxxx Xxxxx 00000
1.17 Plano Xxxxxx Xxxxx 00000
1.18 Arlington Xxxxxxx Xxxxx 00000
1.19 Houston Xxxxxx Xxxxx 00000
1.20 Houston Xxxxxx Xxxxx 00000
1.21 DeSoto Xxxxxx Xxxxx 00000
1.22 Houston Xxxxxx Xxxxx 00000
1.23 Xxxxxxxxxx Xxxxxx Xxxxx 00000
1.24 Missouri City Xxxx Xxxx Xxxxx 00000
1.25 Hurst Xxxxxxx Xxxxx 00000
1.26 Dallas Xxxxxx Xxxxx 00000
1.27 Arlington Xxxxxxx Xxxxx 00000
1.28 Houston Xxxxxx Xxxxx 00000
1.29 Xxx Xxxxxxx Xxxxx Xxxxx 00000
0 Xxx Xxxx Xxx Xxxx Xxx Xxxx 00000 $200,000,000.00
0 Xxxxxxxxxxx Xxxxxxxx Xxx Xxxxxx 00000 $190,000,000.00
0 Xxxxxxxxxx Xxxxxxxx xx Xxxxxxxx Xxxxxxxx Xx Xxxxxxxx 00000 $155,000,000.00
0 Xxx Xxxx Xxx Xxxx Xxxxxx Xxxx 00000 $120,000,000.00
0 Xxxxx Xxxxxx Xxxxx Xxxx 00000 $92,600,000.00
10 $91,730,000.00
10.01 Pensacola Xxxxxxxx Xxxxxxx 00000
10.02 Alabaster Xxxxxx Xxxxxxx 00000
10.03 Xxxxxxx Xxxxxxx Xxxxxxx 00000
10.04 Xxxxxxxxx Xxxxxxxx Xxxxxxx 00000
10.05 Xxxxxxx Xxxxxxx Xxxxxxx 00000
10.06 Hattiesburg Xxxxxxx Mississippi 39402
10.07 Destin Xxxxxx Xxxxxxx 00000
10.08 Sylacauga Xxxxxxxxx Xxxxxxx 00000
10.09 Kingsport Xxxxxxxx Xxxxxxxxx 00000
10.10 Columbia Richland Xxxxx Xxxxxxxx 00000
10.11 Huntsville Xxxxxxx Xxxxxxx 00000
10.12 Hardeeville Xxxxxx Xxxxx Xxxxxxxx 00000
10.13 Xxxxxx Xxxxxx Xxxxxxx 00000
14 $76,000,000.00
14.01 Grapevine Xxxxxxx Xxxxx 00000
14.02 Sacramento Xxxxxxxxxx Xxxxxxxxxx 00000
14.03 Xxxxxxxxx Xxxxxxxxxxx Xxxxx Xxxxxxxx 00000
14.04 Montgomery Xxxxxxxxxx Xxxxxxx 00000
14.05 Columbia Richland Xxxxx Xxxxxxxx 00000
14.06 Xxxxxxxxx Xxxx Xxxx Xxxxxxxx 00000
14.07 Xxxxx Xxxxxxx Xxxxxxx Xxxxxxx 00000
14.08 Cedar Rapids Linn Iowa 52402
00 Xxx Xxxx Xxx Xxxx Xxx Xxxx 00000 $40,250,000.00
22 Xxxxxxx Xxxxxx Xxxxxxx 00000 $33,215,000.00
00 Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxxx 00000 $28,500,000.00
28 Chandler Xxxxxxxx Xxxxxxx 00000 $28,060,000.00
40 $22,100,000.00
40.01 Louisville Xxxxxxxxx Xxxxxxxx 00000
40.02 Louisville Xxxxxxxxx Xxxxxxxx 00000
40.03 Louisville Xxxxxxxxx Xxxxxxxx 00000
00 Xxxxx Xxxxx Xxxxxx Xxxxxxxxxx 00000 $22,000,000.00
00 Xxxxx Xxxxxxx Xxxxxxx 00000 $22,000,000.00
00 Xxx Xxxx Xxxxxxx Xxxxxxxxxx 00000 $19,500,000.00
56 Sacramento Xxxxxxxxxx Xxxxxxxxxx 00000 $16,450,000.00
58 Xxxxxxxx Xxxxxxxx Xxxxxxx 00000 $16,000,000.00
61 Chandler Xxxxxxxx Xxxxxxx 00000 $14,340,000.00
63 Xxxxxxxxxx Xxxxxxxx Xxxxxxx 00000 $13,650,000.00
00 Xxxxxxxxx Xxxxxxx Xxxxx 00000 $13,640,000.00
65 Xxxxxxx Xxxxxxxx Xxxxxxx 00000 $13,300,000.00
00 Xxxxxxxx Xxxx Xxxx Xxxx 00000 $12,600,000.00
00 Xxxxxx Xxxx Xxxxxxx 00000 $12,000,000.00
00 Xx. Xxxxxxxxx Xx. Xxxxx Xxxxxxx 00000 $10,800,000.00
79 $9,200,000.00
79.01 Xxx Xxxx Xxxxx Xxxxx Xxxxxxxxxx 00000
79.02 Xxx Xxxx Xxxxx Xxxxx Xxxxxxxxxx 00000
00 Xx. Xxxx Xxxxxx Xxxxxxxxx 00000 $8,820,000.00
00 Xxxxx Xxxxx Xxxxxxxx Xxxxxxxxx 00000 $8,600,000.00
85 Xxxxxxx Xxxxxxxx Xxxxxxx 00000 $8,340,000.00
00 Xxxxxxxx Xxxxxxx Xxxxxxxxxx 00000 $8,000,000.00
87 Lancaster Xxx Xxxxxxx Xxxxxxxxxx 00000 $8,000,000.00
00 Xxxxx Xxx Xxxxxxx Xxxxxxxx 00000 $7,600,000.00
00 Xxxxxxxx Xxxxx Xxxxxxxx 00000 $7,500,000.00
00 Xxxxxx Xxxxxxxx Xxxxxxxxx 00000 $6,950,000.00
000 Xxxxxxxxx Xxxxxx Xxxxxxxxxxxx 00000 $6,600,000.00
000 Xxxxxxxxxxx Xxxxxx Xxxxxxxxx 00000 $5,730,000.00
000 Xxxxxx Xxxx Xxxxxx Xxxxxxxx 00000 $5,500,000.00
000 Xxxxxxx Xxxxxxxx Xxxxxx 00000 $5,475,000.00
000 Xxxxx Xxxxxxxx Xxxxxxx 00000 $5,440,000.00
000 Xxxxxxxx Xxxxxxx Xxxxxxxx 00000 $5,000,000.00
110 Raleigh Xxxx Xxxxx Xxxxxxxx 00000 $4,700,000.00
000 Xxxxxxxxxx Xxxx Xxxxx Xxxxxxxx 00000 $4,200,000.00
000 Xxxxxxxxxxx Xxxxxxxx Xxxxxxxxx 00000 $4,010,000.00
116 Helotes Xxxxx Xxxxx 00000 $4,000,000.00
000 Xxxxxxxxxxx Xxxxxxx Xxxxx Xxxxxxxx 00000 $3,800,000.00
000 Xxxxxx Xxx Xxxxxxxx Xxxxxxxxx 00000 $3,150,000.00
000 Xxxxx Xxxx Xxxx Xxxxxxxx 00000 $3,114,000.00
122 Knoxville Xxxx Xxxxxxxxx 00000 $3,090,000.00
000 Xxxxxxxxxxxxx Xxxxxxxx Xxxxxxx 00000 $3,100,000.00
000 Xxxxxxx Xxxxxxxx Xxxxxxx 00000 $3,080,000.00
000 Xxxxxxxxxxxx Xxxxx Xxxxxxx 00000 $2,750,000.00
000 Xxxxxx Xxxx Xxxxxxx Xxxxxxxx 00000 $2,280,000.00
000 Xxxx XxXxxxxx Xxxxx 00000 $2,000,000.00
000 Xxxxxxxxxxxx Xxxxxx Xxxxxxx 00000 $2,000,000.00
1-P $63,800,000.00
2-P $200,000,000.00
14-P $165,000,000.00
GCCFC 06-GG7 Loan ID Cut-off Date Balance Monthly Debt Service Gross Interest Rate Seasoning
-------------------- -------------------- -------------------- ------------------- ---------
1 $248,400,000.00 $1,514,994.69 5.7340% 2
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
2 $200,000,000.00 $2,456,230.53 5.4995% 4
4 $190,000,000.00 $922,499.48 5.7465% 1
6 $155,000,000.00 $790,085.59 6.0330% 1
8 $120,000,000.00 $612,388.89 6.0400% 0
9 $92,328,509.76 $545,635.22 5.8390% 3
10 $91,730,000.00 $466,570.21 6.0200% 1
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
14 $76,000,000.00 $1,366,406.45 5.4870% 9
14.01
14.02
14.03
14.04
14.05
14.06
14.07
14.08
18 $40,250,000.00 $246,518.77 6.2000% 3
22 $33,215,000.00 $156,314.25 5.5700% 2
27 $28,500,000.00 $165,594.78 5.7100% 2
28 $28,060,000.00 $160,591.48 5.5720% 1
40 $22,100,000.00 $128,829.23 5.7400% 3
40.01
40.02
40.03
41 $21,876,101.27 $139,602.43 5.8400% 4
42 $21,876,101.27 $139,602.43 5.8400% 4
47 $19,500,000.00 $117,087.93 6.0140% 1
56 $16,450,000.00 $101,713.82 6.2900% 1
58 $16,000,000.00 $97,476.51 6.1500% 1
61 $14,340,000.00 $82,069.91 5.5720% 1
63 $13,650,000.00 $79,311.18 5.7100% 1
64 $13,640,000.00 $84,250.13 6.2800% 2
65 $13,300,000.00 $77,615.20 5.7500% 1
66 $12,600,000.00 $73,130.45 5.7000% 2
68 $12,000,000.00 $73,262.83 6.1700% 1
73 $10,753,786.95 $59,972.91 5.3000% 4
79 $9,200,000.00 $46,327.96 5.9600% 2
79.01
79.02
80 $8,820,000.00 $51,976.51 5.8400% 3
83 $8,522,249.14 $47,436.27 5.2400% 8
85 $8,340,000.00 $49,788.24 5.9600% 3
86 $8,000,000.00 $45,674.40 5.5500% 4
87 $8,000,000.00 $48,324.66 6.0700% 2
91 $7,600,000.00 $46,534.59 5.4700% 4
94 $7,500,000.00 $35,296.01 5.5700% 3
97 $6,950,000.00 $42,792.35 6.2500% 1
100 $6,564,063.29 $37,806.02 5.5800% 5
101 $5,708,130.94 $33,730.49 5.8300% 4
103 $5,500,000.00 $27,324.31 5.8800% 1
104 $5,475,000.00 $33,213.59 6.1100% 1
105 $5,440,000.00 $31,746.37 5.7500% 4
106 $5,000,000.00 $29,191.35 5.7540% 2
110 $4,700,000.00 $22,833.62 5.7500% 3
113 $4,200,000.00 $22,285.28 6.2800% 2
115 $4,006,224.40 $24,794.68 6.2900% 1
116 $3,988,470.37 $23,776.68 5.9200% 3
117 $3,800,000.00 $18,300.69 5.7000% 3
120 $3,121,497.23 $18,934.22 5.6300% 7
121 $3,114,000.00 $15,549.46 5.9100% 3
122 $3,090,000.00 $17,525.30 5.4900% 4
123 $3,077,840.11 $18,012.06 5.7100% 7
124 $3,067,529.37 $22,476.70 6.2300% 2
125 $2,738,892.63 $15,735.19 5.5700% 4
128 $2,280,000.00 $13,816.68 6.1000% 2
129 $2,000,000.00 $11,608.01 5.7000% 5
130 $2,000,000.00 $12,106.98 6.0900% 3
1-P $63,800,000.00 2
2-P $200,000,000.00 4
14-P $165,000,000.00 9
GCCFC 06-GG7 Loan ID Original Term to Maturity (mos.) Stated Remaining Term to Maturity (mos.)
-------------------- -------------------------------- ----------------------------------------
1 119 117
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
2 120 116
4 114 113
6 121 120
8 120 120
9 120 117
10 120 119
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
14 120 111
14.01
14.02
14.03
14.04
14.05
14.06
14.07
14.08
18 120 117
22 120 118
27 120 118
28 120 119
40 120 117
40.01
40.02
40.03
41 120 116
42 120 116
47 120 119
56 120 119
58 120 119
61 120 119
63 120 119
64 120 118
65 120 119
66 120 118
68 120 119
73 120 116
79 120 118
79.01
79.02
80 120 117
83 120 112
85 120 117
86 120 116
87 120 118
91 120 116
94 120 117
97 120 119
100 120 115
101 120 116
103 120 119
104 120 119
105 120 116
106 120 118
110 120 117
113 84 82
115 120 119
116 120 117
117 120 117
120 120 113
121 120 117
122 120 116
123 120 113
124 120 118
125 120 116
128 120 118
129 120 115
130 120 117
1-P 119 117
2-P 120 116
14-P 120 111
GCCFC 06-GG7 Loan ID Original Interest Only Term (mos.) Original Amortization Term (mos.)
-------------------- ---------------------------------- ---------------------------------
1 119 117
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
2 36 32
4 114 113
6 121 120
8 120 120
9 0 0
10 120 119
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
14 35 26
14.01
14.02
14.03
14.04
14.05
14.06
14.07
14.08
18 12 9
22 120 118
27 36 34
28 60 59
40 60 57
40.01
40.02
40.03
41 0 0
42 0 0
47 60 59
56 24 23
58 60 59
61 60 59
63 60 59
64 24 22
65 60 59
66 36 34
68 60 59
73 0 0
79 120 118
79.01
79.02
80 36 33
83 0 0
85 24 21
86 60 56
87 60 58
91 24 20
94 120 117
97 36 35
100 0 0
101 0 0
103 120 119
104 36 35
105 60 56
106 60 58
110 120 117
113 84 82
115 0 0
116 0 0
117 120 117
120 0 0
121 120 117
122 24 20
123 0 0
124 0 0
125 0 0
128 24 22
129 60 55
130 12 9
1-P 119 117
2-P 36 32
14-P 35 26
GCCFC 06-GG7 Loan ID Remaining Interest Only Period (mos.) Remaining Amortization Term (mos.)
-------------------- ------------------------------------- ----------------------------------
1 NA NA
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
2 300 300
4 NA NA
6 NA NA
8 XX XX
0 000 000
00 XX XX
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
14 360 360
14.01
14.02
14.03
14.04
14.05
14.06
14.07
14.08
18 360 360
22 NA NA
27 360 360
28 360 360
40 360 360
40.01
40.02
40.03
41 300 296
42 300 296
47 360 360
56 360 360
58 360 360
61 360 360
63 360 360
64 360 360
65 360 360
66 360 360
68 360 360
73 360 356
79 NA NA
79.01
79.02
80 360 360
83 360 352
85 360 360
86 360 360
87 360 360
91 300 300
94 NA NA
97 360 360
100 360 355
101 360 356
103 NA NA
104 360 360
105 360 360
106 360 360
110 XX XX
000 XX XX
000 000 359
116 360 357
117 XX XX
000 000 000
000 XX XX
122 360 360
123 360 353
124 240 238
125 360 356
128 360 360
129 360 360
130 360 360
1-P NA NA
2-P 300 300
14-P 360 360
GCCFC 06-GG7 Loan ID Interest Accrual Method (Actual/360 or 30/360) Administrative Fee Rate
-------------------- ---------------------------------------------- -----------------------
1 Actual/360 0.02059%
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
2 Actual/360 0.02059%
4 Actual/360 0.02059%
6 Actual/360 0.02059%
8 Actual/360 0.02059%
9 Actual/360 0.07059%
10 Actual/360 0.04059%
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
14 Actual/360 0.02059%
14.01
14.02
14.03
14.04
14.05
14.06
14.07
14.08
18 Actual/360 0.02059%
22 Actual/360 0.02059%
27 Actual/360 0.02059%
28 Actual/360 0.02059%
40 Actual/360 0.06059%
40.01
40.02
40.03
41 Actual/360 0.02059%
42 Actual/360 0.02059%
47 Actual/360 0.02059%
56 Actual/360 0.02059%
58 Actual/360 0.02059%
61 Actual/360 0.02059%
63 Actual/360 0.02059%
64 Actual/360 0.02059%
65 Actual/360 0.02059%
66 Actual/360 0.02059%
68 Actual/360 0.02059%
73 Actual/360 0.02059%
79 Actual/360 0.07059%
79.01
79.02
80 Actual/360 0.02059%
83 Actual/360 0.02059%
85 Actual/360 0.02059%
86 Actual/360 0.02059%
87 Actual/360 0.02059%
91 Actual/360 0.02059%
94 Actual/360 0.02059%
97 Actual/360 0.02059%
100 Actual/360 0.07059%
101 Actual/360 0.02059%
103 Actual/360 0.02059%
104 Actual/360 0.02059%
105 Actual/360 0.02059%
106 Actual/360 0.02059%
110 Actual/360 0.02059%
113 Actual/360 0.02059%
115 Actual/360 0.08059%
116 Actual/360 0.02059%
117 Actual/360 0.02059%
120 Actual/360 0.02059%
121 Actual/360 0.02059%
122 Actual/360 0.02059%
123 Actual/360 0.02059%
124 Actual/360 0.02059%
125 Actual/360 0.02059%
128 Actual/360 0.07059%
129 Actual/360 0.02059%
130 Actual/360 0.07059%
1-P Actual/360 0.01000%
2-P Actual/360 0.01000%
14-P Actual/360 0.01000%
GCCFC 06-GG7 Loan ID Master Servicing Fee Primary Servicing Fee Ownership Interest (Fee/Leasehold)
-------------------- -------------------- --------------------- ----------------------------------
1 0.01000% 0.01000%
1.01 Fee Simple
1.02 Fee Simple
1.03 Fee Simple
1.04 Fee Simple
1.05 Fee Simple
1.06 Fee Simple
1.07 Fee Simple
1.08 Fee Simple
1.09 Fee Simple
1.10 Fee Simple
1.11 Fee Simple
1.12 Fee Simple
1.13 Fee Simple
1.14 Fee Simple
1.15 Fee Simple
1.16 Fee Simple
1.17 Fee Simple
1.18 Fee Simple
1.19 Fee Simple
1.20 Fee Simple
1.21 Fee Simple
1.22 Fee Simple
1.23 Fee Simple
1.24 Fee Simple
1.25 Fee Simple
1.26 Fee Simple
1.27 Fee Simple
1.28 Fee Simple
1.29 Fee Simple
2 0.01000% 0.01000% Fee Simple
4 0.01000% 0.01000% Fee Simple
6 0.01000% 0.01000% Fee Simple
8 0.01000% 0.01000% Fee Simple
9 0.01000% 0.06000% Fee Simple
10 0.01000% 0.03000%
10.01 Leasehold
10.02 Leasehold
10.03 Leasehold
10.04 Fee Simple
10.05 Leasehold
10.06 Leasehold
10.07 Leasehold
10.08 Leasehold
10.09 Leasehold
10.10 Fee Simple
10.11 Leasehold
10.12 Leasehold
10.13 Leasehold
14 0.01000% 0.01000%
14.01 Fee Simple
14.02 Fee Simple
14.03 Fee Simple
14.04 Fee Simple
14.05 Fee Simple
14.06 Fee Simple
14.07 Fee Simple
14.08 Fee Simple
18 0.01000% 0.01000% Fee Simple
22 0.01000% 0.01000% Fee Simple
27 0.01000% 0.01000% Fee Simple
28 0.01000% 0.01000% Fee Simple
40 0.01000% 0.05000%
40.01 Fee Simple
40.02 Fee Simple
40.03 Fee Simple
41 0.01000% 0.01000% Fee Simple
42 0.01000% 0.01000% Fee Simple
47 0.01000% 0.01000% Fee Simple
56 0.01000% 0.01000% Fee Simple
58 0.01000% 0.01000% Fee Simple
61 0.01000% 0.01000% Fee Simple
63 0.01000% 0.01000% Fee Simple
64 0.01000% 0.01000% Fee Simple
65 0.01000% 0.01000% Fee Simple
66 0.01000% 0.01000% Fee Simple / Leasehold
68 0.01000% 0.01000% Fee Simple
73 0.01000% 0.01000% Fee Simple
79 0.01000% 0.06000%
79.01 Leasehold
79.02 Leasehold
80 0.01000% 0.01000% Fee Simple
83 0.01000% 0.01000% Fee Simple
85 0.01000% 0.01000% Fee Simple
86 0.01000% 0.01000% Fee Simple
87 0.01000% 0.01000% Fee Simple
91 0.01000% 0.01000% Fee Simple
94 0.01000% 0.01000% Fee Simple
97 0.01000% 0.01000% Fee Simple
100 0.01000% 0.06000% Fee Simple
101 0.01000% 0.01000% Fee Simple
103 0.01000% 0.01000% Fee Simple / Leasehold
104 0.01000% 0.01000% Fee Simple
105 0.01000% 0.01000% Fee Simple
106 0.01000% 0.01000% Fee Simple
110 0.01000% 0.01000% Fee Simple
113 0.01000% 0.01000% Fee Simple
115 0.01000% 0.07000% Fee Simple
116 0.01000% 0.01000% Fee Simple
117 0.01000% 0.01000% Fee Simple
120 0.01000% 0.01000% Fee Simple
121 0.01000% 0.01000% Fee Simple
122 0.01000% 0.01000% Leasehold
123 0.01000% 0.01000% Fee Simple
124 0.01000% 0.01000% Fee Simple
125 0.01000% 0.01000% Fee Simple
128 0.01000% 0.06000% Fee Simple
129 0.01000% 0.01000% Fee Simple
130 0.01000% 0.06000% Fee Simple
1-P 0.00000% 0.01000%
2-P 0.00000% 0.01000%
14-P 0.00000% 0.01000%
GCCFC 06-GG7 Loan ID Mortgage Loan Seller Originator
-------------------- -------------------- --------------
1 GSMC GSCMC
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
2 GSMC GSCMC / Xxxxxx
4 GSMC GSCMC
6 GSMC GSCMC
8 GSMC GSCMC
9 GSMC GSCMC
10 GSMC GSCMC
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
14 GSMC GSCMC
14.01
14.02
14.03
14.04
14.05
14.06
14.07
14.08
18 GSMC GSCMC
22 GSMC GSCMC
27 GSMC GSCMC
28 GSMC GSCMC
40 GSMC GSCMC
40.01
40.02
40.03
41 GSMC GSCMC
42 GSMC GSCMC
47 GSMC GSCMC
56 GSMC GSCMC
58 GSMC GSCMC
61 GSMC GSCMC
63 GSMC GSCMC
64 GSMC GSCMC
65 GSMC GSCMC
66 GSMC GSCMC
68 GSMC GSCMC
73 GSMC GSCMC
79 GSMC GSCMC
79.01
79.02
80 GSMC GSCMC
83 GSMC GSCMC
85 GSMC GSCMC
86 GSMC GSCMC
87 GSMC GSCMC
91 GSMC GSCMC
94 GSMC GSCMC
97 GSMC GSCMC
100 GSMC GSCMC
101 GSMC GSCMC
103 GSMC GSCMC
104 GSMC GSCMC
105 GSMC GSCMC
106 GSMC GSCMC
110 GSMC GSCMC
113 GSMC GSCMC
115 GSMC GSCMC
116 GSMC GSCMC
117 GSMC GSCMC
120 GSMC GSCMC
121 GSMC GSCMC
122 GSMC GSCMC
123 GSMC GSCMC
124 GSMC GSCMC
125 GSMC GSCMC
128 GSMC GSCMC
129 GSMC GSCMC
130 GSMC GSCMC
1-P GSMC GSMC
2-P GSMC GSMC
14-P GSMC GSMC
GCCFC 06-GG7 Loan ID Prepayment Type
-------------------- ---------------------------------------------------------------------------------------------------
1 Lockout/26_Defeasance/89_0%/4
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
2 Lockout/28_Defeasance/88_0%/4
4 Lockout/25_Defeasance/86_0%/3
6 Lockout/25_Defeasance/91_0%/5
8 Lockout/24_Defeasance/91_0%/5
9 Lockout/27_Defeasance/86_0%/7
10 Lockout/25_Greater of YM or 1% or Defeasance or (Partial Defeasance or Greater of 1% or YM)/91_0%/4
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
14 Lockout/33_Defeasance/80_0%/7
14.01
14.02
14.03
14.04
14.05
14.06
14.07
14.08
18 Lockout/27_Defeasance/89_0%/4
22 Lockout/26_Defeasance or Greater of YM or 1%/90_0%/4
27 Lockout/26_Defeasance/87_0%/7
28 Lockout/25_Defeasance/91_0%/4
40 Lockout/27_>YM or 1%/89_0%/4
40.01
40.02
40.03
41 Lockout/28_Defeasance/88_0%/4
42 Lockout/28_Defeasance/88_0%/4
47 Lockout/25_Defeasance/91_0%/4
56 Lockout/25_Defeasance/91_0%/4
58 Lockout/25_Defeasance/91_0%/4
61 Lockout/25_Defeasance/91_0%/4
63 Lockout/25_Defeasance/91_0%/4
64 Lockout/26_Defeasance/90_0%/4
65 Lockout/25_Defeasance/91_0%/4
66 Lockout/26_Defeasance or (Partial Defeasance or > YM or 1%)/87_0%/7
68 Lockout/25_Defeasance/91_0%/4
73 Lockout/28_Defeasance/88_0%/4
79 Lockout/26_>YM or 1%/90_0%/4
79.01
79.02
80 Lockout/27_Defeasance/89_0%/4
83 Lockout/32_Defeasance/84_0%/4
85 >YM or 3%/12_> YM or 2%/12_>YM or 1%/92_0%/4
86 Lockout/28_Defeasance/88_0%/4
87 Lockout/26_Defeasance/90_0%/4
91 Lockout/28_Defeasance/88_0%/4
94 Lockout/27_Defeasance or Greater of 1% or Yield Maintenance/89_0%/4
97 Lockout/25_Defeasance or Greater of 1% or Yield Maintenance/91_0%/4
100 Lockout/29_Defeasance/86_0%/5
101 Lockout/28_Defeasance/88_0%/4
103 Lockout/25_Defeasance/91_0%/4
104 Lockout/25_Defeasance/91_0%/4
105 Lockout/28_Defeasance/88_0%/4
106 Lockout/26_Defeasance/90_0%/4
110 Lockout/27_Defeasance/89_0%/4
113 Lockout/26_Defeasance/54_0%/4
115 Lockout/25_Defeasance/91_0%/4
116 Lockout/27_>YM or 1%/89_0%/4
117 Lockout/27_Defeasance/89_0%/4
120 Lockout/31_Defeasance/85_0%/4
121 Lockout/27_Defeasance/89_0%/4
122 Lockout/28_Defeasance/88_0%/4
123 Lockout/31_Defeasance/85_0%/4
124 Lockout/26_>YM or 1%/90_0%/4
125 Lockout/28_Defeasance/88_0%/4
128 Lockout/26_>YM or 1%/90_0%/4
129 Lockout/29_Defeasance/87_0%/4
130 Lockout/27_Defeasance/89_0%/4
1-P Lockout/26_Defeasance/89_0%/4
2-P Lockout/28_Defeasance/88_0%/4
14-P Lockout/33_Defeasance/80_0%/7
GCCFC 06-GG7 Loan ID Crossed With Other Loans (Crossed Group)
-------------------- ----------------------------------------
1 NAP
1.01
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
2 NAP
4 NAP
6 NAP
8 NAP
9 NAP
10 NAP
10.01
10.02
10.03
10.04
10.05
10.06
10.07
10.08
10.09
10.10
10.11
10.12
10.13
14 NAP
14.01
14.02
14.03
14.04
14.05
14.06
14.07
14.08
18 NAP
22 NAP
27 NAP
28 NAP
40 NAP
40.01
40.02
40.03
41 NAP
42 NAP
47 NAP
56 NAP
58 NAP
61 NAP
63 NAP
64 NAP
65 NAP
66 NAP
68 NAP
73 NAP
79 NAP
79.01
79.02
80 NAP
83 NAP
85 NAP
86 NAP
87 NAP
91 NAP
94 NAP
97 NAP
100 NAP
101 NAP
103 NAP
104 NAP
105 NAP
106 NAP
110 NAP
113 NAP
115 NAP
116 NAP
117 NAP
120 NAP
121 NAP
122 NAP
123 NAP
124 NAP
125 NAP
128 NAP
129 NAP
130 NAP
1-P NAP
2-P NAP
14-P NAP
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. 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 Loan Group, 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) - (f) 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. With respect to the
mortgaged properties that are located in counties in Alabama, Louisiana or
Texas that, as of the Cut-off Date, are listed on the FEMA website as
having been designated by FEMA for Individual Assistance or Public
Assistance following Hurricane Xxxxxxx or Hurricane Xxxx, as of the
Cut-off Date, there is no material damage.
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 Loan Group, the outstanding principal balance of the Loan Group), 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)
and (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. 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. (A) Other than payments due but not yet 30 days or
more delinquent, to the Seller's actual knowledge, based upon due
diligence customarily performed in connection with the servicing of
comparable mortgage loans by prudent institutional lenders, (i) there is
no material default, breach, violation or event of acceleration existing
under the related Mortgage or Mortgage Note(s), and (ii) 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 under the related Mortgage or Mortgage Note(s), (B) the
Seller has not waived any material default, breach, violation or event of
acceleration under such Mortgage or Mortgage Note(s), unless a written
waiver to that effect is contained in the related Mortgage File being
delivered pursuant to the Pooling and Servicing Agreement, and (C)
pursuant to the terms of the related Mortgage Loan documents, no Person or
party other than the holder of such Mortgage Note(s) (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(s);
provided, however, that this representation and warranty does not address
or otherwise cover any default, breach, violation or event of acceleration
that specifically pertains to any matter otherwise covered by any
representation and warranty made by the Seller elsewhere in this Exhibit B
(including any schedule or exhibit hereto).
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 Section 1.860G-2(f)(2) 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).
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) the related Mortgagor
or other responsible party 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 enforceable provisions, subject to the
limitations and exceptions set forth in paragraph (5) and applicable state
law 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. At the time of origination and, to the actual knowledge of
Seller as of the Cut-off Date, no Mortgagor is a debtor in, and no
Mortgaged Property is the subject of, any state or federal bankruptcy or
insolvency proceeding.
22. Whole Loan; No Equity Participation, Contingent Interest or Negative
Amortization. Except with respect to a Mortgage Loan that is part of a
Loan Group, 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 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, (iv) a
substitution or release of collateral within the parameters of paragraph
(26) below, or, (v) the enforcement of rights by a mezzanine lender in
connection with any mezzanine debt which existed or is permitted under the
related Mortgage Loan documents, 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 or is
permitted under the related Mortgage Loan documents, (ii) debt secured by
furniture, fixtures, equipment and other personal property in the ordinary
course of business or (iii) any Mortgage Loan that is cross-collateralized
and cross-defaulted with another Mortgage Loan. Except as related to
(a)(i), (ii), (iii), (iv) or (v), above, no Mortgage Loan may be assigned
by the Mortgagor to another entity without the mortgagee's consent.
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.
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 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) 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 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.
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) 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 Loan
Group 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 has 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 the 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 the 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 Loan
Group or any Mortgage Loan that is cross-collateralized and
cross-defaulted with another Mortgage Loan, none of the Mortgaged
Properties are encumbered and none of the Mortgage Loan documents permit
the related Mortgaged Property to become encumbered, without the prior
written consent of the holder of the Mortgage Loan or as described above
in clause (23), 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:
A. 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.
B. 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).
C. 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.
D. To the actual knowledge of the Seller, on the Closing Date 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) 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.
E. 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.
F. Based on the Title Policy, 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.
G. 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.
H. 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.
I. 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).
J. 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.
K. The Ground Lease does not impose any restrictions on subletting
that would be viewed as commercially unreasonable by a prudent commercial
mortgage lender.
L. The ground lessor under such Ground Lease is required to enter
into a new lease upon termination of the Ground Lease for any reason,
including the rejection of the Ground Lease in bankruptcy.
EXHIBIT C
Exceptions to Representations and Warranties
--------------------------------------------------------------------------------
Representation Description of Exception
--------------------------------------------------------------------------------
Loan No. 4 (55 Corporate Drive). The sole tenant at
the Mortgaged Property has a right of first offer with respect to
the Mortgaged Property, which is not subordinated to the lien of
the mortgage. The tenant has executed an SNDA that states that
the right of first offer is not exercisable in connection with a
foreclosure by mortgagee.
Loan No. 4 (55 Corporate Drive). The Mortgaged
Property is a condominium unit. A large portion of the
condominium common elements are subject to an expansion option
held by a third-party. If such expansion option is exercised, a
significant portion of the condominium common elements will be
converted to a condominium unit in which the Mortgagor will have
no interest. Any such conversion is not considered a "transfer"
under the Mortgage Loan documents and neither mortgagee consent
nor the payment of a release price is required in connection
therewith. No portion of the condominium common elements subject
to such expansion option were considered in underwriting the
Mortgage Loan.
Loan No. 14 (JQH Hotel Portfolio B2). Each of the
Mortgaged Properties is subject to a right of first refusal
("ROFR") in favor of Xxxx X. Xxxxxxx ("JQH"). The ROFR runs with
the land, but expires upon the earlier to occur of (x) the death
of JQH, or (y) the full redemption of the preferred equity
interests of JQH and his affiliates in Xxxx X. Xxxxxxx Hotels,
(8) L.P. The ROFR applies to any sales, assignments, equity transfers,
Mortgage Lien leases, grants of options to purchase and issuances of debt
convertible into equity, but excludes mortgages with a
loan-to-value ratio not exceeding 90% and otherwise on market
terms, any foreclosure thereon, any deed-in-lieu of foreclosure,
and the first transfer to an unaffiliated third party following
the mortgagee's acquisition of a hotel through foreclosure or
deed-in-lieu of foreclosure.
Loan No. 14 (JQH Hotel Portfolio B2). Marriott has a
ROFR with respect to any proposed transfer of a Mortgaged
Property currently being operated under a Marriott flag, or a
direct or indirect interest therein, to a "Competitor" (as
defined in the applicable franchise agreement). The ROFR applies
in all cases, including foreclosure. Marriott also has consent
rights in respect of a transfer of the applicable Mortgaged
Property or a direct or indirect interest therein.
Loan No. 14 (JQH Hotel Portfolio B2). Until 2047,
Grapevine Xxxxx Residual Limited Partnership (the "Grantor") has
a ROFR with respect to any sale, transfer, lease or other
conveyance (a "Transfer") of all or any part of, or any interest
in, the Property located at Grapevine, Texas. The ROFR runs with
the land.
Loan No. 14 (JQH Hotel Portfolio B2). Hilton has
rights of first offer with respect to the Embassy Suites Property
located at Montgomery, Alabama, the Embassy Suites Property
located at Columbia, South Carolina and the Embassy Suites
Property located in Grapevine, Texas.
--------------------------------------------------------------------------------
Loan No. 4 (55 Corporate Drive). The Mortgage Loan documents
contain market standard insurance requirements, but provide that
the Mortgagor's insurance obligations shall be satisfied at any
time that (i) the sole tenant at the Mortgaged Property
(sanofi-aventis U.S. Inc.) self-insures pursuant to the terms of
its lease, (ii) such self-insurance is guaranteed by tenant's
parent (sanofi-aventis), and (iii) such guarantor maintains a
credit rating of at least BBB from each of S&P, Xxxxx'x ad Fitch
(or, if unrated, maintains a net worth of at least $1 billion).
At any time that tenant does not self-insure in accordance with
the foregoing requirements, the Mortgage Loan documents require
that each of the following be true (i) the sanofi-aventis tenant
maintain the third-party insurance specified in its lease, (ii)
(13) Borrower maintains or causes to be maintained such other
Insurance insurance and/or endorsements with respect to the Mortgaged
Property, and such increases in the coverage thereof, as Lender
shall request, provided that such other insurance and/or
endorsements, and the related coverage amounts, are customarily
required by mortgagees of comparable class "A" office buildings
in the surrounding New Jersey area, and (iii) with respect to
liability insurance, Borrower maintains such additional coverage
as Lender shall request based on Lender's determination that such
additional coverage is necessary to adequately protect Lender's
interests, provided that such increased coverage is customarily
required by mortgagees of comparable class "A" office buildings
in the Competitive Area, and provided further that Lender shall
not require that any such insurance coverage be increased more
than once in any five-year period.
--------------------------------------------------------------------------------
Loan No. 1 (Investcorp Retail Portfolio). The
Mortgagor must at all times be controlled and at least 50% owned
by Qualified Equityholders. The related loan agreement permits
the following: (i) any pledge of direct and indirect equity
interests in and rights to distributions from a Qualified
(23) Equityholder and (ii) the issuance of preferred equity interests
Transfers & in a Qualified Equityholder. "Qualified Equityholder" means (i)
Subordinate Equity One, Inc. (and any successor by merger, acquisition of
Debt substantially all of its assets or similar transaction) and/or
its Affiliates; (ii) Investcorp Properties Limited and/or its
Affiliates; (iii) any one or more funds or investment vehicles,
provided the Mortgaged Property is at all times Controlled by one
or more Persons that are Qualified Equityholders under clauses
(i), (ii), (iv) or (v), and provided further that no Person that
is not a Qualified Equityholder under clauses (i), (ii), (iv) or
(v) shall under any circumstance own more than 30% of the equity
interests in Mortgagor (directly or indirectly, through one or
more intermediaries or Affiliates); (iv) any bank, savings and
loan association, investment bank, insurance company, trust
company, commercial credit corporation, pension plan, pension
fund, pension advisory firm, mutual fund, government entity or
plan, real estate company, investment fund or institution
substantially similar to any of the foregoing, provided in each
case under this clause (iv) that such Person has total assets (in
name or under management) in excess of $2,000,000,000 and (except
with respect to a pension advisory firm or similar fiduciary)
capital/statutory surplus or shareholder's equity in excess of
$1,000,000,000, in each case excluding the Mortgaged Properties,
and is regularly engaged in the business of owning and operating
properties similar to the Mortgaged Properties in major
metropolitan areas; and/or (v) any other Person with respect to
which rating confirmation and the consent of Lender is received
(which consent shall not be unreasonably withheld, delayed or
conditioned).
Loan No. 1 (Investcorp Retail Portfolio). The related
loan agreement contains a provision which allows the Mortgagor
the right to transfer all of the loan collateral to certain
successor single purpose entities which agree to assume the loan
obligations and meet other requirements.
Loan No. 4 (55 Corporate Drive). The Mortgagor must
at all times be controlled and at least 35% owned by Qualified
Equityholders. Equity interests in the Mortgagor can be
transferred to Qualified Equityholders without mortgagee or
rating agency confirmation. Pledges of direct or indirect
interests in, and rights to distributions from, Qualified
Equityholders are permitted. Pledges of certain indirect
equityholders of Mortgagor are permitted to secure a loan that is
fully recourse to a the Gramercy Sponsor and secured by a
significant amount of collateral in addition to such equity
interests. Pledges of indirect interests in Mortgagor to secure a
Qualified Mezzanine Loan are permitted. "Qualified Equityholder"
means (i) XX Xxxxx Realty Corp. (the "XX Xxxxx Sponsor"),
Gramercy Capital Corp. (the "Gramercy Sponsor") and/or Xxxx-Xxxx
Realty Corp., (ii) any bank, savings and loan association,
investment bank, insurance company, trust company, commercial
credit corporation, pension plan, pension fund, pension advisory
firm, mutual fund, government entity or plan, real estate
company, investment fund, real estate investment trust, money
management firm, "qualified institutional buyer" within the
meaning of Rule 144A of the Securities Act of 1933, as amended,
any entity substantially similar to any of the foregoing, any
entity controlling, controlled by or under control with any of
the foregoing, an investment fund, limited liability company,
limited partnership or general partnership in or for which a
nationally recognized manager of investment funds in debt or
equity interests relating to commercial real estate (or an entity
that is otherwise a "Qualified Equityholder") acts as the
managing partner or managing member and at least 50% of the
equity interests in such investment vehicle are owned directly or
indirectly by entities that are otherwise "Qualified
Equityholders", provided in each case under this clause (ii)
that such institution or entity has total assets (in name or
under management) in excess of $600,000,000 and (except with
respect to a pension advisory firm or similar fiduciary)
capital/statutory surplus or shareholder's equity in excess of
$250,000,000 (in each case excluding the Property) and is
regularly engaged in the business of owning and operating
properties similar to the Property in major metropolitan areas,
or (iii) any other institution or entity with respect to which
Lender receives Rating Confirmation and the consent of (x) the
holders of any "B" note secured by the Property, which consent
shall not be unreasonably withheld, conditioned or delayed, and
(y) any mezzanine loan secured by direct or indirect equity
interests in the Borrower.
Loan No. 4 (55 Corporate Drive). The related loan
agreement contains a provision that allows the Mortgagor the
right to transfer all of the loan collateral to a single purpose
entity that agrees to assume the loan obligations and meet other
requirements. In addition, at any time the Mortgagee is comprised
of tenants-in-common, any tenant-in-common may transfer its
tenant-in-common interest in the Mortgaged Property to successor
tenants-in-common that are special purpose entities, which meet
certain control requirements, agree to assume the loan
obligations and meet other requirements.
Loan No. 14 (JQH Hotel Portfolio B2). The Mortgagor
must at all times be controlled and at least 50% owned by
Qualified Equityholders and the same Qualified Equityholders must
at all times control and majority own any single-purpose
equityholder of the Mortgagor. The related operator lessee must
at all times be controlled and majority owned by Qualified
Equityholders and the same Qualified Equityholders must at all
times control and majority own any single-purpose equityholder of
such operator lessee. The related loan agreement permits the
following: (i) a pledge of direct and/or indirect equity
interests in a Qualified Equityholder, and any pledge of direct
and/or indirect rights to distributions from a Qualified
Equityholder; (ii) the issuance of preferred equity interests in
a Qualified Equityholder; and (iii) any pledge of indirect equity
interests in the Mortgagor to secure a loan to Xxxx X. Xxxxxxx
Hotels, L.P. which is fully recourse to Xxxx X. Xxxxxxx Hotels,
L.P., provided that any such loan must be secured by material (as
reasonably determined by the lender) collateral therefor in
addition to any such pledge of the indirect equity interests in
the Mortgagor. "Qualified Equityholder" means (i) Atrium Hotels,
L.P., (ii) Xxxxxxxx X. Xxxxxx and certain persons, trusts and
entities related to Xxxxxxxx X. Xxxxxx, (iii) Xxxx X. Xxxxxxx,
his descendants, and any trusts which are primarily for the
benefit of any of the foregoing, in each case following an
acquisition resulting from the exercise of rights under a certain
right of first refusal in favor of Xxxx X. Xxxxxxx and the
Revocable Trust of Xxxx X. Xxxxxxx, (iv) iStar Financial, Inc. or
any majority owned subsidiary thereof, (v) a bank, saving and
loan association, investment bank, insurance company, trust
company, commercial credit corporation, pension plan, pension
fund or pension advisory firm, mutual fund, government entity or
plan, real estate investment trust, real estate company,
investment fund or an institution substantially similar to any of
the foregoing, provided in each case under this clause (v) that
such person (x) has total assets (in name or under management) in
excess of $1 billion and (except with respect to a pension
advisory firm or similar fiduciary) capital/statutory surplus or
shareholder's equity or public equity market capitalization in
excess of $500 million (in both cases, exclusive of the
properties), and (y) is regularly engaged in the business of
owning and operating comparable properties in or near
metropolitan areas generally comparable to those in which the
properties are located, or (vi) any other person with respect to
which Rating Agency confirmation is received.
The related loan agreement contains a provision which
allows the Mortgagor the right to transfer all of the loan
collateral to certain successor single purpose entities which
agree to assume the loan obligations and meet other requirements.
--------------------------------------------------------------------------------
Loan No. 1 (Investcorp Retail Portfolio). The related
loan documents permit the Mortgagor to obtain the release of one
or more of the Mortgaged Properties by either (x) making a
prepayment of all or a portion of the related Companion Loan in
an amount not less than the applicable release prices of the
Mortgaged Properties so released or (y) after the related
Companion Loan has been reduced to zero and the defeasance
lockout period has expired, defeasing all or a portion of the
fixed rate loan in an amount not less than the applicable release
prices (or the portions thereof that were not applied toward the
prepayment of the related Companion Loan in accordance with
clause (x)) of the Mortgaged Properties so released, provided no
event of default is then continuing and subject to the
(26) satisfaction of certain requirements set forth in the loan
Releases documents. The release price with respect to each Mortgaged
of Mortgaged Property is an amount equal to 110% of the applicable allocated
Property loan amount.
Loan No. 4 (55 Corporate Drive). The Mortgaged
Property is a condominium unit. A large portion of the
condominium common elements are subject to an expansion option
held by a third-party. If such expansion option is exercised, a
significant portion of the condominium common elements will be
converted to a condominium unit in which the Mortgagor will have
no interest. Any such conversion is not considered a "transfer"
under the Mortgage Loan documents and neither mortgagee consent
nor the payment of a release price is required in connection
therewith. No portion of the condominium common elements subject
to such expansion option were considered in underwriting the
Mortgage Loan.
--------------------------------------------------------------------------------
Loan No. 1 (Investcorp Retail Portfolio). The certificates of
(37) occupancy for four of the tenants occupying space within two of
Licenses and the Mortgaged Properties were not delivered at closing. However,
Permits Borrower is obligated to provide zoning reports for those
Mortgaged Properties which either (i) state that the absence of
certificates of occupancy does not give rise to an enforcement
action or (ii) reflect that all certificates of occupancy have
been obtained and are available.
Loan No. 18 (The Hotel on Rivington). The Mortgagor is operating
under a temporary certificate of occupancy until the final
certificate of occupancy is obtained, which is in progress.
Loan No. 103 (Heritage Place). Certificates of occupancy for
some tenants of the Mortgaged Property are not available;
however, the zoning report states that the absence of
certificates of occupancy is not a violation.
Loan No. 113 (Keswick Apartments). The certificates of
occupancy for the Mortgaged Property are not available; however,
the zoning report states that the absence of certificates of
occupancy does not give rise to an enforcement action.
--------------------------------------------------------------------------------
Loan Xx. 00 (Xxxxxxxx Xxxxxxxx) and Loan No. 94 (Hilltop
Village). The Mortgagors of these Mortgage Loans have the same
sponsor, Xxxx Xxxxxx.
Loan No. 10 (Xxxxxxx Medical Office Portfolio), Loan No. 40
(Louisville Medical Office Portfolio) and Loan No. 79 (Alexian
Brothers Medical Office Portfolio). The Mortgagors of these
Mortgage Loans have the same sponsor, Health Care Property
Investors, Inc.
Loan No. 27 (Xxxxxxxx Xxxxxxx) and Loan No. 66 (Alpine Valley
Center). The Mortgagors of these Mortgage Loans have the same
sponsor, Xxxxxx Xxxxxxxxxx.
(38) Loan Xx. 00 (Xxxxxx Xxxxxxx), Xxxx Xx. 00 (Xxx Xxxx Shopping
Organization Center), Loan No. 58 (Xxxxxxxx Fiesta), Loan No. 61 (Chandler
of & Santan South), Loan No. 68 (Cortaro Plaza) and Loan Xx. 00
Xxxxxxxxxxx (Xxxxxxxxx Xxxxx). The Mortgagors of these Mortgage Loans have
with the same sponsors, Xxxxx Xxxxxxxxxxxx, Xxxxxx X. Xxxxxxx and
Mortgagors Xxxxxxx Xxxxxxxx.
Loan Xx. 00 (Xxxxx Xxxxx 00) and Loan No. 42 (Paradise 24). The
Mortgagors of these Mortgage Loans have the same sponsor, EPT
DownREIT, Inc.
Loan No. 63 (Xxxxxxx del Rancho) and Loan No. 65 (Camelback
Village Center). The Mortgagors of these Mortgage Loans have the
same sponsor, Westwood Financial.
Loan Xx. 00 (Xxxxx xx Xxxxx Xxxx Xxxxxxx) and Loan No. 125
(Lakeside Office Building). The Mortgagors of these Mortgage
Loans have the same sponsors, Xxx Xxxxxx and Xxxxxxx X. Xxxxxxx.
Loan No. 110 (Grove Towers) and Loan No. 113 (Keswick
Apartments). The Mortgagors of these Mortgage Loans have the same
sponsor, Xxxxx Xxxx, Sr.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Loan No. 14 (JQH Hotel Portfolio B2). There is a non-recourse
(40) environmental carveout unless and for so long as Mortgagor
Recourse maintains and delivers evidence of "impaired secured creditor
property environmental insurance" satisfactory to Lender.
--------------------------------------------------------------------------------
Loan No. 66 (Alpine Valley Center). The property is
part of a larger parcel of land owned by the ground lessor.
Mortgagor has the right at any time to exercise an option to
acquire the leasehold parcel for $10, subject to Mortgagor
completing the subdivision requirements of law, which would
include getting separate tax treatment.
(41)
Access; Tax Loan No. 79 (Alexian Brothers Medical Office
Parcels Portfolio). The buildings are part of a larger parcel of land
owned by the ground lessor. Mortgagor's obligation to pay taxes
is limited to the actual property covered by the ground leases.
Mortgagor has the right at any time to exercise an option to
acquire the leasehold parcels and in connection therewith take
necessary actions to have the parcels subdivided and granted
separate tax parcel treatment.
--------------------------------------------------------------------------------
(47)
Ground Lease
--------------------------------------------------------------------------------
Loan No. 10 (Xxxxxxx Medical Office Portfolio). The
ground lease for each of Coosa Valley Medical Plaza, Family
Medicine South, Sacred Heart MOB and Shelby Physicians Center
47(B) does not require consent for the borrower to assign the leasehold
interest upon foreclosure or deed-in-lieu of foreclosure, but
assignments thereafter may not be made without ground lessor's
consent.
--------------------------------------------------------------------------------
Loan No. 10 (Xxxxxxx Medical Office Portfolio). The
ground lease for Xxxxxx Medical Plaza does not contain provisions
requiring lender's consent to any amendment, change,
(47C) cancellation, alteration, surrender or modification to the ground
lease. However, the ground lessor agreed in its estoppel
certificate to require the lender's prior consent.
--------------------------------------------------------------------------------
Loan No. 10 (Xxxxxxx Medical Office Portfolio). The
ground lease for each of Coosa Valley Medical Plaza, Cullman POB
I, Cullman POB II, Family Medicine South, Kingsport Office
Medical Plaza and Sacred Heart MOB does not require the
(47L) respective ground lessor to enter into a new lease upon
termination of the respective ground lease. However, each ground
lessor agreed in its respective estoppel certificate to this
requirement.
--------------------------------------------------------------------------------
Exhibit B-39 (Mortgage Loans not secured in whole or in material part by fee
simple interests)
Loan No. 10 (Xxxxxxx Medical Office Portfolio). Leasehold with respect to the
following properties: Sacred Heart MOB, Shelby Physicians Center, Cullman MOB I,
Cullman MOB II, Xxxxxx Medical Plaza, Emerald Coast Physicians Plaza, Kingsport
Medical Office Plaza, Coosa Valley Medical Plaza, The Women's Pavilion, Coastal
Carolina Medical Plaza and Family Medicine South.
Loan No. 66 (Alpine Valley Center). Leasehold with respect to Lot 4.
Loan No. 79 (Alexian Brothers Medical Office Portfolio). Leasehold.
Loan No. 103 (Heritage Place). Leasehold with respect to parking garage.
Loan Xx. 000 (Xxxxxxxx Xxxxx). Leasehold.
